Regulations of the Droplo platform

Last update: 28.11.2024 R.

§ 1 Definitions

Subscription – monthly payment due to the Company, calculated in accordance with the subscription option selected by the User, paid in advance by the User for the services provided through the Droplo Platform. The amount of the monthly payment depends on the package selected by the User available in the Pricing tab at ww.droplo.com.
Addressee – the party designated by the Retailer as competent to receive a shipment of goods.
The Digital Services Act or AUC – Regulation (EU) 2022/2065 of the European Parliament and of the Council of 19 October 2022 on the single market for digital services and amending Directive 2000/31/EC (Digital Services Act) (Text with EEA relevance).
Supplier – Users who are Wholesalers, Manufacturers, Distributors or Retailers taking steps to dispose of or selling Goods under the Offer through the Droplo Platform.
Dropshipping – a service provided by the Supplier on behalf of the Retailer based on the delivery of Goods ordered by the Retailer directly to the Consumer.
Distributor – a User of the Droplo Platform who offers their products for sale by making them available as part of commercial offers on the platform.
Wholesaler – a User engaged in the business of wholesale and retail trade of Goods, registered on the Droplo Platform as a Supplier.
Sales Channel – is a channel of distribution of Goods by the Retailer through direct and indirect sales, among others, through online stores, marketplace, etc.
Consumer – a natural person making a legal transaction with an entrepreneur not directly related to his/her business or professional activity, who is the Addressee of the shipment of Goods delivered via Dropshipping.
Account or User Account – the panel of a user who is a Supplier or Retailer.
Illegal content – means information that in itself or by reference to an action, including the sale of products or the provision of services, does not comply with the law of the Union or with the law of any Member State that is compatible with the law of the Union, regardless of the specific subject matter or nature of that law.
Offer – a proposal to conclude a contract for the sale of Goods on the terms and conditions specified by the Supplier, in particular including the price and description of the offered Goods, using and through the functionalities available on the Droplo Platform.
Regulations – these regulations for the provision of electronic services on the Droplo Platform.
Supplier Panel – the panel of a User who is a Supplier on the Droplo Platform that allows the presentation of Offers and Goods of a Supplier and the provision of services to Retailers.
Retailer Panel – the panel of a User who is a Merchant that allows to get acquainted with the Supplier’s Offer and to place Orders.
Droplo Platform or Platform – an Internet service available at www.droplo.com that allows ordering from a Supplier, searching for new Suppliers, Merchants and Goods.
Manufacturer – a business User who manufactures Goods for sale, registered on the Droplo Platform as a Supplier.
Individual Discount – a one-time or permanent reduction in the price of the Goods by the Supplier to a Retailer selected by the Supplier.
Registration – the procedure for setting up a User panel on the Droplo Platform.
Regulation or RODO – Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation) (OJ EU. L. 2016 No. 119, p. 1 as amended).
Company – DROPLO Sp. z o.o. based in Wałbrzych, 16 Uczniowska St., 58-306 Wałbrzych, registered in the Register of Entrepreneurs of the National Court Register under the KRS number 0000789369, NIP 8863009117, REGON 383546529 running the Droplo Platform.
Retailer – a User registered on the Droplo Platform, both self-employed and non-registered (unregistered) taking steps to purchase or purchasing Goods from a Supplier.
Transactions – the procedures for concluding and performing contracts for the sale of Goods between the Online Seller and the Supplier.
Sales contract – contract for the sale of Goods within the meaning of the Civil Code, concluded through and using the Droplo Platform between the Supplier and the Retailer.
User – a Wholesaler, Manufacturer, Distributor or Retailer who is a legal person, a natural person – not being a consumer or an entrepreneur on the rights of a consumer or an organizational unit without legal personality, having legal capacity. The User may use the Service only in connection with his/her business or professional activity or as part of a non-registered activity within the meaning of Article 18 of the Law of March 6, 2018 Entrepreneur Law (non-registered activity). The User may use the Service only if it is directly related to his/her business activity and is of a professional nature for him/her, as is apparent in particular from the subject of his/her business activity, made available on the basis of the provisions on the Central Register and Information on Business Activity.
Order – a contract of sale and/or delivery of Goods concluded between Users covering the Goods offered by the Supplier in the Supplier’s Catalogue on the Platform.

§ 2 General provisions

The Regulations specify:

types and scope of services provided electronically by the Company, through the Droplo Platform located on the website www.droplo.com,
rights and obligations of the Company and Users,
terms and conditions for the provision of electronic services by the Company,
terms and conditions of use of the Platform,
terms and conditions and methods of making Transactions, including placing Orders,
terms and conditions for the conclusion and termination of contracts for the provision of electronic services,
information on prohibited goods and Illegal content,
scope of use of intellectual property rights.

It is the User’s responsibility to read the Terms and Conditions before using the Service.
The Regulations are made available to the User free of charge via the Platform prior to the conclusion of the Agreement electronically in a manner that allows its content to be obtained, reproduced and recorded by means of the information and communication system used by the User.
At the moment of acceptance of the Rules and Regulations and creation of an Account, a Contract for the provision of services is concluded between the Company and the User.
The Company shall not be responsible for the consequences of the User’s use of the Platform in a manner contrary to the Terms and Conditions.
Also, integral parts of the contract are the Attachments, i.e. Privacy Policy (Attachment No. 3) or Price List (available at www.droplo.com) and Personal Data Processing Entrustment Agreement. In some cases, described in the Regulations, the User is also obliged to comply with the General Terms and Conditions.

§ 3 Registration

Registration on the Platform is voluntary.
The registration of the Retailer is followed by a free trial period of 7 calendar days. At the end of the trial period, the Retailer is entitled to choose one of the variants of the paid Subscription, in accordance with the Pricing.
The Supplier, after registration, selects a free package or a paid package within the Subscription, according to the Pricing.
A User becomes able to use the Droplo Platform after completing the registration form available at www.droplo.com, accepting the Regulations.
Registration results in the creation of a User Account under the terms and conditions contained in these Regulations.
The condition for obtaining the status of a User is the correct completion of the free registration process, during which the future User provides the personal data required in the process of registering the Account (name, surname, login, e-mail address) and accepts the content of the Regulations, Privacy Policy (Appendix No. 3) and the agreement on entrusting the processing of personal data (Appendix No. 2), which are an integral part of the Regulations. Depending on the scope of functionality used, it may be necessary to provide company name, Tax ID number telephone number and address.
By accepting the Regulations, the User declares that:

has read the Regulations, understood their contents and accepts them, and undertakes to abide by the Regulations,
undertakes to provide truthful data and information in accordance with the factual and legal situation,
understands and accepts that it may use the services provided by the Company only if they are directly related to the User’s business and are of a professional nature for the User,
understands that he/she is legally responsible for all data and information entered in his/her Account and all actions he/she takes through the Portal.

Upon proper completion of the registration process, a User Account is created and the Company begins to provide services to the User.
The service provided by the Company is to enable through the Droplo Platform the exchange of data between Users. Through the Droplo Platform, Suppliers in the Supplier Catalog can present their product base, and Retailers can establish business contacts with Suppliers.
Users of the Droplo Platform can be:

Business Entities (Suppliers and Retailers);
Entities engaged in unregistered activities (Retailers only).

The Droplo Platform User at Registration chooses whether he registers as a Retailer or as a Supplier.
The User can be registered both as a Retailer and a Supplier, however, in this case there is a need to create two separate User accounts on the Droplo Platform.
Individuals conducting business, legal persons or organizational units without legal personality, but able to acquire rights and incur obligations on their own behalf, shall make Registration using the appropriate registration form. Registration takes place by providing the data specified in the form.
Supplier when registering a User account is required to provide e-mail address, telephone number, company name. When registering the User’s account, the Supplier is entitled in the “Sales Settings” tab to make the desired settings for the main currency of configuring the product offer for the implementation of the dropshipping service, default order preparation time, return policy, detailed conditions and shipping costs of products, use of Droplo’s General Terms and Conditions or adding their own terms and conditions, payment configuration, handling of contractors including individual contractors.
The Supplier shall not be allowed to use the Droplo Platform in the event of suspension of business operations or deletion of the Supplier from the relevant register of entrepreneurs.
If the Supplier in the settings of his account has not added its own provisions on business terms and conditions, it is presumed that the General Terms and Conditions will apply in relations with contractors.
The Retailer, when registering a User account, is required to indicate whether he has a business, whether he has an online store and whether he is already selling online.
The entities referred to in paragraph 10(a), in order to verify the conduct of business activities, may be required by the Company to send via the Platform copies of documents confirming the conduct of business activities. On behalf of the entities mentioned in the first sentence, the activities referred to above may be performed by a person who has the appropriate authorization.
The Company reserves the right to request additional statements and documents confirming the conduct of business by entities having their registered office, registered business or actual place of business outside the territory of Poland. In the event that the documents referred to in the preceding sentence are prepared in a foreign language other than Polish or English – also translations into Polish or English. Information about the form, scope and number of necessary additional documents will be sent to the User via e-mail or message sent by the Droplo Platform.
Activation of the Subscription Service provided by the Company shall take place upon payment of the fee; however, if the User fails to pay the fee within 7 days from the date of registration, the Company shall consider that the User has withdrawn from the Service. At this time, the Company may block access to the User Panel, limit functionality or completely delete the User’s account and all data.
The Company reserves the right to refuse to provide the Service to selected Users in the event of a repeated attempt to register the account of a User to whom the Company has terminated the Agreement under § 8(4) of the Regulations. In case of refusal to conclude the Agreement, the User will not be charged any fees.
The user accesses his account by providing a login and password.
Transactions between Users are concluded in bilateral professional trade so that the provisions of consumer rights do not apply to this Transaction.

§ 4 Supplier Panel

The Supplier, when registering or at a later stage of use of the Droplo Platform, has the opportunity to choose the method and form of the presented Goods and Retailers with whom he wants to establish cooperation.
In particular, the Supplier shall specify:

permissibility of dropshipping service,
permissibility and conditions for returns of Goods,
costs and acceptable methods of delivery of Goods,
sales market (Europe or Poland),
contractor Settings,
the main currency for configuring product offerings,
forms of payment,
whether it uses its own or Droplo’s General Terms and Conditions.

Within the Supplier Panel, the Supplier, specifying the terms of the Offer, may:

Determine the price of the Goods and indicate the VAT rate for the Goods in accordance with applicable regulations;
Introduce Individual Discounts for selected Merchants;
Make the price per unit of Goods dependent on the number of units of Goods purchased by the Retailer in a single transaction.

The Supplier may reserve the right to:

Changes in prices and quantities of Goods in the Offer during the day;
Withdrawal of individual Goods from the Offer;
Introduction of new Goods to the Offer;
Carry out, change and cancel promotional actions;
Grant or modify Individual Discounts at its sole discretion.

The Supplier shall grant the Individual Discount through the Supplier Panel in the list of contractors. The Supplier is not obliged to separately inform about granting, cancelling or changing the amount of Individual Discount.
The Supplier shall be solely responsible to the Retailer for any claims arising from the quotation or application of an incorrect VAT rate.
The Company shall not verify the correctness of the VAT rate indicated by the Supplier.
It is forbidden to share the Supplier’s account on the Droplo Platform with third parties.

§ 5 Retailer Panel

The Retailer on his Panel selects the Supplier and then activates the Supplier’s offer by completing the consents and data required to establish cooperation such as company, business or individual data.
A Supplier may stipulate its willingness to cooperate only with Retailers with a hosted business. Retailer running a non-hosted business acknowledges and agrees that it will not be able to establish cooperation with all Suppliers through the Droplo Platform.
The condition for establishing cooperation with the selected Supplier is acceptance of its terms of business. If the Supplier has not specified its own business terms and conditions, the provisions of the General Terms and Conditions shall apply.
The Retailer on the Retailer panel has the option to integrate the Sales Channel with external e-commerce platforms under the terms and conditions set by the providers of these external platforms.

§ 6 Obligations, rights and statements of the Company

Under the terms of the Regulations, the Company undertakes to provide the Services specified in the Regulations to the User with due diligence.
The Company has the right to:

to improve the Platform, including to simplify it, expand it, modify it, as well as to change its functionality, in particular in order to adapt it to current legislation,
conduct tests of new services, processes or functionality on the Droplo Platform or tests regarding changes to current services, processes or functionality on the Droplo Platform. Tests may affect Users’ use of the Droplo Platform, including how Listings are displayed in search results. Tests may be conducted only for the time and to the extent necessary and proportionate to achieve the purpose of the test. The Company conducts tests solely for the purpose of developing the Droplo Platform, adapting to market changes, adjusting to changes in the law or improving the services provided,
make updates and new versions of the Platform available, provided that an update may be necessary for the continued efficient and secure use of the Platform,
interruptions in the provision and synchronization of the Platform for the time necessary for the proper execution of administrative activities related to the proper safeguarding, archiving and protection of data and databases stored in the Platform or related to its updating or the technical infrastructure used for its operation,
removal of the Offer or content that does not comply with these Regulations, the law or good morals,
take immediate action to remove or prevent access to Illegal Content when it obtains such knowledge or information,
temporary blocking or suspension of access to the User’s Account, if it is justified by the circumstances provided for in the Regulations, clarification of doubts related to the maintenance of the Account by the User, in accordance with the Company’s obligations under Article 14 of the Act on Providing Services by Electronic Means,
deletion of the User’s Account under the terms of the Regulations,
to manage the Platform and its processes and to change the Platform at its discretion,
amendments to the regulations under the conditions specified in § 19.

The Company shall not be responsible for:

non-culpable interference with the User’s Account, in particular as a result of force majeure, hacking attacks or entry into possession of login data by unauthorized persons unrelated to the Company,
for technical problems oŕ technical limitations of the telecommunications links or in the computer equipment used by the User, which prevent or hinder the User from using the Services,
disruption of links and software of websites/portals of online platforms integrated with the Droplo Platform, resulting from causes beyond the Company’s control, which may affect the provision of services,
lost benefits related to the use of the Company’s services and damages suffered by Users indirectly in connection therewith, such as loss of potential (assumed) profits or losses or burdens resulting from the denial or suspension of any services if the interruption/suspension or denial of services occurs in accordance with the terms of the Regulations,
the content contained on the Internet in the Users’ Offers, in particular for the content of the web pages and the content of the Users’ commercial offers.

The Company does not guarantee that:

the platform will meet the User’s expectations and requirements,
access to the Platform will be provided uninterruptedly, quickly and without any interruptions or errors,
there is a Transaction with any other User of the Droplo Platform,
the user will make any tangible profit as a result of using the Platform.

The Company shall designate a point of contact at the e-mail address auc@droplo.com for direct communication with the Users and the authorities of the Member States, the Commission and the Digital Services Board for the application of the Digital Services Act. The Company shall provide support for the contact point in Polish and English.
The Company hereby informs Users who are natural persons that:

Suppliers offering Goods, services or digital content on the Droplo Platform are businesses,
Contracts concluded through the Droplo Platform are concluded exclusively between Users, the Company is not a party to such contracts. Accordingly, any disputes that may arise from the concluded Transactions should be resolved between Users.

§ 7 User Rights and Obligations

The User shall be fully responsible for his/her acts and omissions in connection with the use of the Droplo Platform, in particular, he/she may be liable for damages to the Company or other Users.
The User agrees to:

use of the Platform in a manner consistent with the Terms and Conditions, good morals, generally applicable law, including, but not limited to, respect for the rights of third parties such as personal property or intellectual property rights, the provisions governing business activities in the conduct of online sales, the provisions of the Civil Code and the provisions of RODO,
not to publish or distribute Illegal Content through the Platform,
provide true, correct, accurate, complete and not misleading personal information, and if applicable, bank account number, tax ID number, address, telephone number and company name,
respect the intellectual property rights of the Platform and other Users,
not to perform any actions that threaten the security of the Platform,
protect the password and login to the Platform from unauthorized access by third parties.

The User declares that at the time of registration on the Platform he/she provided truthful information and undertakes to immediately inform the Company of any changes in personal information, registration data, including but not limited to e-mail address and current bank account number. Changes may be communicated to the Company by email at help@droplo.com Until the new address is communicated, any statements sent to the existing address shall be deemed properly delivered.
The user after registration has the right to:

gain access to the Services,
use the functionalities provided in the Platform in accordance with the selected free or paid option within the Subscription,
to communicate with other Users through the Platform, including to carry out Transactions with them in accordance with the terms and conditions stipulated in these Regulations and, if applicable, in the General Terms of Business.

§ 8 Period of conclusion of the Agreement for the provision of services by electronic means

The contract is concluded for an indefinite period.
The Retailer may terminate the Agreement at any time by going to the Settings tab “Delete Account”.
The Supplier may terminate the Agreement at any time by sending a notice of termination to: help@droplo.com.
The Company may terminate the User Agreement with immediate effect for good cause, in particular in case of:

violation by the User of the provisions of the Regulations and/or the law,
taking actions by the User that jeopardize the security of the Platform,
attempts by the User to gain unauthorized access to the Platform,
committing or reasonably suspected of committing a crime by the User using the Platform,
use or reasonable suspicion of use of the Platform by the User in a manner contrary to generally applicable laws, including the distribution of Illegal content,
the User’s actions to the detriment of the Company as well as the negative impact of the User’s actions or omissions on the reputation or personal assets of the Company and the image of the Platform.

The Company may terminate the Agreement with 30 day notice to the User for cause:

the decision to discontinue the Services by the Company,
inactivity of the User on the Account for a period of 3 months,
provision of false data by the User during Registration,
issuance against the Company of a final decision or ruling prohibiting the Company from operating the Services,
the coming into force of laws, the effect of which is the necessity to discontinue the Company’s Services business or to materially change the terms and conditions of such business,
the coming into force of regulations introducing the need for the Company to terminate the Agreement.

In the event of termination of the account by the Company, the User will receive notification of its termination (termination of the contract) by email.
After closing the account:

The Agreement with the User shall be terminated, with the proviso that the provisions of the Regulations shall continue to apply, to the extent and at the time appropriate to close the account and comply with applicable regulations;
The Company may cancel any pending transactions;
The Company may suspend, limit or terminate the User’s access to some or all of the Services, functionality of the Platform;
The User is obliged to pay all obligations under the Agreement, in particular the Subscription;
The Company may store your account information in its database for the purpose of fulfilling its legal obligations, including the collection of debts, defense against claims and in other cases provided by law.

Users are not entitled to withdraw from the contract.

§ 9 Terms and conditions of using the Platform

The User is obliged, in the course of using the Platform, to comply with legal norms and regulations, including those under whose jurisdiction it falls.
It is prohibited to:

use of any software (including but not limited to exploits, automation software, robots, bots, hacks, “spiders”, spyware, scripts, trainers, extraction tools and other software) in any way interacting with the Platform and Services affecting their correct and uninterrupted operation of the Platform,
taking any action to limit the availability of the Platform,
taking actions that violate property copyrights, trademarks, patents, trade secrets, privacy, databases, image rights and others,
use of any files or programs containing malicious code, including viruses, spyware, Trojan horses, worms, time bombs, intentionally corrupted data, or any other files containing malicious code or that may interfere with or damage the operation of the Platform in any way,
to post any content that is against the law, good morals or violates the rights of other users. It is forbidden to post through the Platform any vulgarity, pornographic, racist, sexist, xenophobic content, preaching hatred, violence, intolerance based on race, religion, sexual orientation, gender and glorifying totalitarian systems and criminal organizations, violating personal rights or offending the dignity of others and moral standards,
take any action to the detriment of the Company or other Users, especially in the form of hacking, attempts to gain unauthorized access to the Platform’s IT systems and/or other Users’ accounts, as well as use the Platform in a manner that causes an above-average load on servers and/or connections.

The use of bots and other IT or software tools (including, but not limited to, tools for data mining, collection or extraction), is prohibited, including tools:

generating or likely to generate increased traffic on the Droplo Platform, in particular multiplying the number of visits to the Droplo Platform, causing excessive load on IT systems,
constituting malware (including viruses) or capable of infecting the Droplo Platform’s IT resources or infrastructure with malware (including viruses),
used to launch cyber-attacks (including network attacks, and DDoS attacks in particular), during, in connection with as well as for the purpose of using the Droplo Platform.

The Company is not responsible for the content posted on the Platform, in particular for the content, completeness, legality and timeliness of product offers provided by Users, and is not obliged to supervise such content, with inclusions under the AUC, but reserves the right to remove Illegal Content, content that violates these Regulations or good morals.
The Company is not responsible for the behavior of Users on the Droplo Platform, nor for the improper performance or non-performance by them of the agreements concluded under the Transaction, as well as for the consequences of actions taken by Users and third parties and constituting a violation of the Regulations. In particular, the Company is not responsible for the quality, safety or legality of the Goods sold under the Offer, the Supplier’s ability to sell, the solvency of the Retailers and the truthfulness and accuracy of the information and other content provided/transmitted by Users under the Droplo Platform.
The login and password to the Account are confidential information, which the User is not permitted to share with anyone. The User shall exercise due diligence to adequately protect the login and password from unauthorized access, including establishing password strength sufficient to prevent easy guessing. The Company is not responsible for the loss of the User’s ability to access his/her account (loss of login, password, other information needed to use the Platform).
In case of violation of the rules of use of the Platform contained in these Regulations as well as other documents governing the Platform, violation of the law, the Company shall be entitled in particular to:

to send the User a warning, either to the email address provided by the User, or through another communication channel provided for in the Platform,
restrictions, on the visibility of certain information including removing content, preventing access to content or deposition of content,
suspension, termination or other restrictions on monetary payments,
remove the Offer or content posted by the User, including Illegal content if it violates the Regulations, the law, decency or is inappropriate in terms of safety of operation and use of the Platform and the possibility of violating the rights of third parties,
to block, suspend or restrict a User’s access to one or more parts of the Platform or to one or all of that User’s Accounts for a specified period of time or,
deletion of the User’s account,
to refuse to provide services to the User in the future.

The Company may apply the sanctions referred to in paragraph 7 at its discretion. In the case of the decision referred to in Paragraph 7(b-f) against the transmission of Illegal Content by the User, the Company shall justify the decision in accordance with the requirements of Article 17 of the Digital Services Act.
The Company will notify the User about the suspension of the Account or restriction of access to certain services via the Droplo Platform or e-mail, indicating the reasons for the suspension or restriction of access to the Account.
The user may appeal against the Company’s decision within 14 calendar days after one of the actions referred to in paragraph 7.
A User whose Account has been suspended or to which the functionality restrictions referred to above have been imposed may not both register a new Account and use another Account without the Company’s prior approval.
In the case of behavior that does not constitute a violation of the Regulations and other documents governing the use of the Platform, but is undesirable, the Company reserves the right to delete the account after sending the User the warning referred to in paragraph 7(a) above, and the User’s failure to comply with the violation.
Any malfunctions of the Platform, Illegal content or violations of the Regulations may be reported by the User or any other person or entity (Submitter) to the e-mail address auc@droplo.com.
In the application, the applicant should specify:

sufficiently substantiated explanation of the reasons why the person or entity in question alleges that the relevant information constitutes Illegal Content,
a clear indication of the exact electronic location of the information, such as the exact URL(s), and, if applicable, additional information to identify Illegal Content, according to the type of content and the specific type of service,
the name and surname or name and e-mail address of the person or entity making the report, except for a report on information considered to be related to one of the crimes referred to in Articles 3-7 of Directive 2011/93/EU,
a statement confirming the bona fide belief of the person or entity making the notification that the information and allegations contained in it are correct and complete.

If the notification contains electronic contact information of the Notifier, the Company shall without undue delay send the Notifier an acknowledgement of receipt of the notification. The Company shall then also notify without undue delay of its decision with respect to the information to which the notification relates, providing information on how to appeal the decision.
The Company makes decisions on all applications as soon as possible, no later than 30 days, in a non-arbitrary and objective manner and with due diligence.
The applicant may appeal the decision referred to in paragraph 15 within 14 days to the e-mail address auc@droplo.com with the notation “Appeal” and indication of the decision.
Once every six months, the Company publishes in the publicly accessible section of its web interface information on the average number of monthly active service recipients in the Union, calculated as the average number over the previous six months.
If the Company becomes reasonably concerned about the security of the Account, especially regarding the unauthorized takeover of the Account by another person, or if the User violates the Regulations, the Company may:

make the use of the Droplo Platform or individual services conditional on the User’s confirmation of his/her credibility with appropriate documents,
temporarily restrict access to particular services provided on the Droplo Platform,
suspend the User Account for a specified or indefinite period of time,
apply mechanisms or tools to block the operation of bots or other IT or software tools.

After the aforementioned circumstances cease to exist, the Company will lift the said restrictions applied to the User.

§ 10 Offers

In order to add Goods in the “Add Product” tab, the Supplier fills out the Goods form available on the Droplo Platform, in which it is necessary, in particular, to include the Name of the Goods, a description of the Goods, to specify the category corresponding to the specifics of the Goods and the type and manner of conducting the Transaction, as well as the terms regarding payment and delivery. The description of the Offer should be supplemented with at least one photo presenting the offered Goods. In the sales form, the Supplier may also, by selecting additional options, establish a special way of presenting and promoting the Goods.
The content of the Offer should be reliable and complete and cannot mislead other Users, in particular as to the properties of the Merchandise, such as its condition, parameters, quality, origin, brand or manufacturer. The content of the Offer should comply with the requirements of the law, in particular contain information arising from the applicable regulations and may not suggest the use of the Goods in a manner that violates the applicable laws.
The description of the Offer may not contain any content that is inconsistent with the applicable laws. The User is fully responsible for the content he places in the Offer, including being responsible for any errors or inaccuracies in the Offer.
Any liability of the Company for offers posted on the Droplo Platform is excluded.
It is forbidden to include in the description of the Offer content that violates the law, the Regulations, Illegal content, as well as words, expressions or phrases that have been used in violation of moral norms.
The provisions relevant to the Offer should be entered in text form in Polish, except when the Droplo Platform, through the functionalities made available to Users, allows the content of the Offer to be entered in a language other than Polish.
The offer may not contain advertisements, promotional and advertising content or other elements that facilitate the purchase of goods and services outside the Droplo Platform.
The Supplier is obliged to indicate in the sales form information about the date of shipment of the Order and possible methods of delivery.
Within the Droplo Platform, the Supplier, specifying the terms of the Offer, may offer to sell Goods at a predetermined price. The offer may subtract one or many pieces of Goods.
Information about the Goods given in the Offer, in particular their descriptions, technical and utility parameters and prices, constitute an invitation to conclude a contract, within the meaning of Article 71 of the Civil Code.
The prices of the Goods included and visible in the Offer are net prices, which should be increased by the applicable VAT. The prices of the Goods do not take into account the Retailer’s individual discounts and delivery costs.
The Supplier, while preparing the Offer, specifies the terms of the Transaction. The information contained in the content of the Offer may relate only to its subject matter. From the moment the information or data is entered into the content of the Offer, the Company acquires the right to use it, in particular, to use it in any way, at any time, at its discretion.
By including information or data in the content of the Offer, the Supplier declares that it is authorized to enter it into the Offer, as well as undertakes that its use within the Droplo Platform and by the Company in accordance with the Regulations – in particular, in the manner specified in the preceding sentences – does not violate the rights of third parties. The Supplier shall be liable for the truthfulness of the statement and commitment referred to in the preceding sentence. The Supplier shall indemnify and hold the Company harmless from any liability arising from the submission of an untruthful statement or the failure to perform or improperly perform such obligation.
When preparing an Offer using the Droplo Platform, the Supplier instructs the Company to publish the Offer on the date specified by the Supplier. If the date is not specified, the publication shall take place immediately.
From the moment the Offer is published, the Supplier is bound by its contents.
If the Offer violates the provisions of the Regulations or applicable laws, the Company may:

Delete Offer;
Refuse to publish the Offer;
Remove photos or descriptions from the Offer that are contrary to the Regulations.

If the Supplier changes the prices of the Goods, the Retailer is bound by the prices at the time of placing the Order. The Company is not responsible for changes in the prices of the Goods.

§ 11 Orders

Placement and fulfillment of Orders of Supplier’s Goods can be carried out each time only through the Droplo Platform. Orders are placed directly on the Supplier Panel.
The conclusion of the Sales Agreement is reached by placing an Order via the Droplo Platform, specifying the price, type and quantity of the ordered Goods and/or type and scope of services and the date of their delivery and/or performance. It is assumed that the Order is placed by a person authorized to place orders on behalf of the Retailer.
In order to conclude a Sales Contract through the Droplo Platform, the Retailer, using the Droplo Platform, selects the Supplier’s Goods, including their colors, sizes and other technical parameters of the Goods.
The Retailer selects the Goods by drawing up a pre-order by the – either manually or automatically, based on the sale of products in the specified sales channels. The Retailer selects in his panel, payment and shipping form, among the payment and shipping forms offered by the Supplier.
The Retailer panel will display a summary of the submitted Order. The Order Summary will include information regarding:

addressee of the Goods,
subject of the Order,
unit and total price of the ordered products or services,
delivery costs,
delivery costsadditional costs (e.g., insurance) – if applicable,
the selected payment method,
method of delivery,
delivery time,
discounts – if applicable.

The Supplier shall issue and deliver to the Retailer a VAT invoice in paper form together with the Order or in electronic form.
Once the Order is completed, the Supplier changes the status of the Order and is obliged to provide the Retailer with a code number for tracking the package.
The Supplier may cancel the Order in case of shortage of Goods. In this case, the Supplier should immediately inform the Retailer of the reason for cancellation of the Order and return to the Retailer the money paid for the Order within 24 hours.
Placing an order by the Retailer is the same as concluding a sales contract between the Retailer and the Supplier.

§ 12 Prices and fees

In the event of a price reduction by the Supplier, information on the lowest price for this Goods that was in effect during the 30 days prior to the introduction of the reduction shall be made visible in addition to information on the reduced price of the Supplier.
If an Item is offered for sale for a period of less than 30 days, information about the reduced price shall be made visible in addition to information about the price of this good or this service, which was in effect during the period from the date of commencement of offering this Item for sale until the date of introduction of the reduction.
The services provided by the Company on the Droplo Platform under the Subscription are chargeable to Users in accordance with the Pricing posted at www.droplo.com.
Suppliers may display listings within the Droplo Platform free of charge. Additional services for the Supplier under the Subscription in accordance with the Pricing are chargeable.
Subscription is paid by Users through one of the selected online payment systems: Stripe, Blik, Przelewy24, PayU.
The current Pricing of Fees and Commissions is available at www.droplo.com.
The Company reserves the right to change the amount of individual Subscriptions for Users.
The User agrees to issue, send (make available) and receive invoices in electronic form, in accordance with the provisions of the Polish law (as defined in the regulations on tax on goods and services). The Company shall issue VAT invoices resulting from the execution of the Agreement without the signature of the person authorized to receive it – the User hereby authorizes the Company to issue invoices without the signature of the recipient. In the case of providing invoices in electronic form via the Platform, the Company shall allow the User, after logging in to the Platform, to download the invoice (e.g. in pdf file format) to the User’s computer system.

§ 13 Returns

The conditions and term of the warranty and guarantee for each Goods shall be determined by the Supplier.
If Users conclude a warranty agreement (in the form of a warranty card), its provisions take precedence over the provisions of the Regulations or General Terms and Conditions.
The Supplier in the Supplier Panel indicates whether it allows the return of Goods.
A Supplier allowing the return of Goods shall specify in the Supplier Panel its own terms and conditions for the return of Goods.
If the Supplier has allowed for the return of Goods and has not specified its own terms for the return of Goods, the provisions of the General Terms and Conditions will apply.

§ 14 Intellectual property rights

The Company owns the intellectual property rights of the Platform, in particular the software, source code, graphics, user interface, databases, visual components, artistic settings, designs, objects, sound effects, audio and video clips, texts and any other content and other legal rights and rights of exploitation. By using the Services offered by the Company, the User does not acquire any copyrights to any content / material in particular software.
The Company grants you a limited, revocable, non-exclusive and non-transferable license to display, view, download, run and use the Droplo Platform on your personal computer or other mobile device until this Agreement is terminated.
The Platform may contain certain licensed materials and, in such case, the Company’s licensors may exercise the protection of their rights in situations where any violation of these Regulations occurs. Any copying or representation of such licensed materials by any technique for any purpose is prohibited without the prior consent of the Company and, where applicable, the consent of the Company’s licensors and agents.
You may not adapt, copy, modify, reproduce, store, distribute, display, publicly perform, publish, transmit, sell, rent, lease or license the content of the Service or any part thereof in any way without the express written consent of the Company.
The User may not translate, reverse engineer, modify, create derivative works or otherwise modify the Platform.
The User may not remove, alter, disable or circumvent copyrights and trademarks or other author and origin information, notes or labels on or within the Platform.
You may not bypass the security system or interfere in any way with the Services or the Platform or attempt to make any changes to the Software or any features or components of the Services or the Platform.
All rights to the Platform and Services, trademarks and trade marks belonging to the Company are reserved, with the exceptions specified in the Agreement.
The User, at the time of entering the copyrighted content in the Offer, in particular, marks, logos, image, description and photos (“Content”), grants the Company a royalty-free, non-exclusive, time and territory unlimited license to use such Content to the following extent:

fixation and reproduction by any technique, including by making recordings and copies on any type of paper, electronic, magnetic or optical media,
dissemination through telecommunications networks (including the Internet and GSM networks) in any manner and using any technology, in particular through: distribution in such a way that anyone can access the Content at a time and place of their own choosing, and other means of exploitation in telecommunications networks regardless of the means of limiting access that can be used; public display and reproduction, including through mechanisms for automatic playback of the Content on websites,
public performance, exhibition, display, reproduction, and broadcasting and rebroadcasting,
lending and marketing.

Your consent also includes the creation of developments of the Content by the Company and the use of such developments to the extent that the Company is authorized to use the Content, and to grant further consents to the extent corresponding to the consent granted to the Company.
You consent to the exercise of moral rights in the Content by the Company and declare that you will not exercise such rights against the Company and entities to which the Company grants further consent to use the Content.
The Supplier authorizes the Company to translate the Offer and its elements (including through automatic text translation software) into other languages, as well as to display it in other languages.
The User grants the Company permission to use the performed Services (understood as the execution of this Agreement) to promote the services provided by the Company, in particular to:

presentation of the Services in the Company’s portfolio and presentation of the Services to the Company’s customers,
indicate in its portfolio/website the fact of cooperation between the Parties, the nature and scope of this cooperation and list and describe the Services provided by the Company under the Agreement.

In order to promote the services provided by the Company, the User grants the Company a non-exclusive, royalty-free and territorially and temporally unlimited license to use the name, logotype and content included in the User’s Offer, in the following fields of exploitation:

fixation and reproduction in the form of copies by all techniques, in particular printing, reprography, magnetic, optical and digital recording on any media,
fixation and reproduction in digital form, in particular within ICT systems,
distribution through public exhibition, display, reproduction and broadcasting and re-broadcasting, including television and Internet radio, transmission by electronic mail, as well as making it available to the public in such a way that anyone can access it from a place and at a time of their own choosing, including the Internet, mobile phone networks and other electronic communication networks, and dissemination by electronic mail,
use through incorporation into other works, including as part of an audiovisual work.

§ 15 Complaints

The User may file a complaint directly to the Company if the Service provided for in these Regulations is not provided by the Company or is provided improperly, contrary to the provisions of the Regulations. The Retailer may also file a complaint, for incorrect billing of the User’s fees directly to the Company.
Any complaints and objections related to the functioning of the Platform should be addressed in the form of:

in writing to the address of Droplo sp. z o.o., ul.Uczniowska 16, 58-306 Wałbrzych,
in electronic form at help@droplo.com.

The complaint should include a description of the problem giving rise to the complaint.
The response to the complaint is sent to the User’s e-mail address.
Complaints will be processed immediately, in the order of receipt, but no later than within 14 days of receipt.
If the complaint does not contain the information necessary for its consideration, the Company will ask the user submitting the complaint to supplement it as necessary, and the 14-day period will then run from the date of delivery of the supplemented complaint.

§ 16 Information on special risks associated with the use of services provided electronically

The Company informs that the use of electronically provided services may involve potential risks associated with the use of electronically provided services. The primary risks include:

Spam – receipt of unsolicited commercial information by electronic means;
Malware (malicious software) – various types of applications or scripts that have harmful, criminal or malicious effects on a network user’s ICT system, such as viruses, worms, trojans;
Spyware – programs that track a user’s activities and collect information about the user and send it – usually without the user’s knowledge or consent – to the program’s author;
Phishing for sensitive personal information, such as passwords;
Unauthorized eavesdropping (Sniffing) – the use of a computer program designed to intercept and possibly analyze data flowing through the network;
Hacking into a user’s ICT system using hacking tools;
Cryptanalysis activities, i.e. finding weaknesses in the cryptographic system and enabling it to be bypassed or broken.

The Company shall take the necessary measures to minimize the risk of the risks indicated in paragraph 1 above, as well as to improve the security of use of the Platform.
Regardless of the actions taken by the Company indicated in paragraph 2 above, the User, in order to significantly reduce the risk of the threats indicated in paragraph 1 above, should have a strong password and login to the Platform, use a legal and having current manufacturer support: the operating system and software used to use the Platform, use a secure Internet connection, and supply his/her computer and other electronic devices that he/she uses when connecting to the Internet with an anti-virus program and firewall, and keep them updated.
The Company shall exercise due diligence to rectify any faults, errors and irregularities of the Platform. Users are obliged to notify the Company at the e-mail address help@droplo.com of any noticed errors, faults and malfunctions of the Platform.

§ 17 Prohibited Goods and Illegal Content

The Supplier undertakes not to display on the Droplo Platform Goods, the trading of which violates applicable laws (taking into account the provisions of any foreign law that may be applicable in a given case) or the rights of third parties (in particular, copyrights and other intellectual property rights), as well as the display of which may be considered to violate good morals.
The Supplier may not sell Goods in a country or undertake any sales activities in that country if it is inconsistent with the applicable, applicable laws of that country.
It is forbidden to publish or present any content that violates generally accepted ethical, moral or customary norms, in particular inciting or promoting hatred, violence or any form of discrimination, including on the basis of nationality, skin color, beliefs, religion, worldview, promoting authoritarian and totalitarian systems, as well as any content praising or endorsing such behavior or systems.
The items referred to in paragraph 1 may not be offered with the Goods as a free add-on.
The list of prohibited Goods is attached as Appendix 1 to these Regulations.
If the Company receives an order to take action against Illegal Content or an order to provide information within the meaning of the AUC, the Company shall, at the time of taking action in response to the order or, if applicable, at the time specified in the order by the issuing authority, inform the User associated with the Illegal Content of the order and of the action taken in response to the order.

The information referred to in paragraph 6 shall include a statement of reasons and instructions on the possibility of appeal and other information required by law.

§ 18 Personal data

DROPLO Sp. z o.o. with its registered office in Wałbrzych, ul. Uczniowska 16, 58-306 Wałbrzych, registered in the Register of Entrepreneurs of the National Court Register under the KRS number 0000789369, NIP 8863009117, REGON 383546529 is the administrator of Users’ personal data to the extent necessary for registration and operation of User’s account (except for transactions between Users) and within the commercial relationship between the Company and the User. The Company processes personal data of Users’ representatives (owners, board members, employees using Droplo Platforms, other persons whose data the User has provided in connection with the registration and operation of the User’s account). The User shall provide an information clause on the processing of personal data of contractors, relevant in connection with the use of the Platform. For detailed information on the Company’s processing of personal data, please refer to the Privacy Policy. The Parties will inform their employees and associates about the processing of their personal data by the other Party resulting from the User’s use of the Platform.
The Company is the processing entity of Users in the operation of the part of the Droplo Platform made available to Users and the Transactions, correspondence and other activities carried out using the Droplo Platform between Users, including to Consumers under the Dropshipping service.
Users are required to enter into an agreement to entrust the processing of personal data to the Company by accepting these Regulations and appendices, to the extent arising from the use of the Platform.
Providing registration data is voluntary, although necessary for proper registration and creation of an Account. Access to some parts of the Platform included in the Closed Service is subject to the provision of only basic information, while for other parts additional information is also required.
The user is obliged to provide true data concerning him, wherever it is required, and to update the data provided in the registration form immediately after any change in this data.
Users are obliged to post on their User Account a notice compliant with the principles of the RODO about the processing of personal data of customers and counterparties in connection with their use of the User’s sales channel on the Platform, conclusion and execution of Transactions, and undertake to inform their representatives and employees about the processing of data by the other User with whom they carry out Transactions. The Company’s posting of the “Privacy Policy” of the Droplo Platform in the general section of the Platform does not exempt Users from posting their own information about the processing of personal data of their clients and customers.
Users (Producers, Retailers, Suppliers) in connection with the use of the Platform’s User Panel, conclusion and execution of Transactions are administrators of the personal data of the other User (Producer, Retailer, Supplier) made available as a result of the conclusion and execution of the Order, in particular personal data concerning associates, collaborators, employees, representatives, subcontractors, persons whom the Users use in the execution of the Order, legal representatives, representatives and attorneys of the other Party for the purpose of concluding and executing the Order, but also Consumers to whom the Goods are to be delivered under the Dropshipping service and other entities that will be involved in the execution of the Transaction.
Users are obliged to process personal data, provided in connection with the use of the Platform by the other Parties, in a manner that ensures the security of the processed personal data and complies with the applicable regulations on the protection of personal data, in particular with the RODO, including ensuring the use of adequate and state-of-the-art organizational, technical and IT measures to secure their own IT and teletransmission infrastructure cooperating with the Platform.
The Parties shall ensure that only persons properly trained in the protection of personal data shall be allowed to process the data, who shall sign declarations of secrecy of information concerning the processing of personal data and the manner of ensuring the security of their processing, or shall be subject to the statutory obligation of secrecy, and shall receive written authorization from the controller or processor to process personal data on its behalf.
If, as a result of the performance of the Order, especially in the case of the performance of Dropshipping services, it becomes necessary to further entrust the processing of personal data, the Parties undertake to conclude appropriate agreements for the entrustment of personal data processing.
Users, unless they have obtained the express separate consent of the data subject, may not use the personal data of employees, associates or subcontractors of the Company or other Users that they have obtained through the Platform for purposes other than using the Platform and concluding and executing Transactions concluded through the Platform. In particular, it is forbidden to sell or transfer personal data to other administrators and to use it for their own and third-party marketing purposes, to set up accounts in online stores and to conclude Transactions outside the Platform.
Users’ personal data may be transferred only for the purpose of completing transactions, operating the Platform and fulfilling the Company’s legal obligations:

Suppliers for the purposes of executing the Order and ensuring the Company’s accountability for the performance of its obligations under the agreements concluded with such Suppliers;
Suppliers – at the request of the Retailers – in order to transmit inquiries or complaints about the services provided by them;
Entities performing logistics activities and Delivery of Goods;
Entities providing IT services necessary for the operation of the Platform;
To entities entitled to receive them under applicable law, including relevant tax and judicial authorities.

Users’ personal data and data entrusted by Users will be processed for the duration of use of the User’s Account plus the time resulting from the need for the Company to comply with the obligations imposed on it by law, in particular tax regulations, telecommunications law, law on the provision of electronic services, EU acts on digital services, and for the time necessary to assert or defend against claims.
In matters not regulated in this article, the provisions of Appendix 3 of the Regulations (Privacy Policy) shall apply accordingly.

§ 19 Changes to the regulations

The Company reserves the right to amend these Regulations for important reasons, in particular, i.e.:

change in the technical conditions for the provision of electronic services by the Company, including the introduction of new services, expansion or change in the functionality of the Platform,
change in the terms or process of entering into an agreement for the provision of electronic services by the Company,
change of universally applicable law affecting the content of the Regulations or due to the recognition of a provision of the Regulations as prohibited – respectively, in this regard,
improve service to Users, including countering abuse,
improving the privacy protection of Users,
security reasons,
technological and functional changes,
the need to remove from the content of the Regulations any errors, clerical mistakes or ambiguities,
pricing changes,
changes to the Privacy Policy or the processing entrustment agreement,
change of data of the Company, in particular names, identification numbers, electronic addresses, posted links or contact details indicated in the Regulations,
in order to implement an obligation arising from a final court decision or a decision of administrative authorities,
if the change is necessary due to a change in the way services are provided.

The Company will notify the User of any change to the Regulations by sending a message to the email address provided at registration, or by other means of communication provided by the Platform. The Company will inform the User of the User’s right to terminate the Agreement within 14 days, following the procedure for termination of the Agreement indicated in § 8 of the Regulations. Amendments to the Terms and Conditions shall become effective upon the expiration of the termination of the Agreement.
The company provides access to archived versions of the regulations here.
Regulations are effective as of 24.01.2024.

§ 20 Final provisions

The User shall be solely responsible for the use of the Platform in the territory of its State and in the territory of the States where the User offers the Goods in accordance with the laws applicable there.
The provision of Services under this Platform shall be governed by the laws of Poland.
Any disputes between the Company and the User regarding the Company, including those related to the services provided by the Company on the Platform, shall be resolved on a non-exclusive basis by the Polish common courts with jurisdiction over the Company’s registered office.
If any provision of the Regulations is declared invalid by a final court decision, the remaining provisions shall remain in force, unless applicable law provides for a different effect.
The primary language of the Regulations, the Website and all communications of the Company with Users is Polish. In the event that any other language versions of the Regulations arise, they are to be resolved by reference to the original language version, except when it is necessary to resolve them on the basis of a different language version from the mandatory provisions of law.
An integral part of the Regulations are the Annexes namely:

The Company shall notify the User of any changes to the Terms and Conditions by sending a message to the email address provided during registration or through other communication methods available on the Platform. The Company shall inform the User of their right to terminate the Agreement within 14 days, following the termination procedure outlined in § 8 of the Terms and Conditions. The changes to the Terms and Conditions shall take effect upon the expiration of the termination period.
The Company provides access to archived versions of the Terms and Conditions here.
The Terms and Conditions are effective as of January 24, 2024.

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