Terms of service

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TERMS AND CONDITIONS OF MERXU (in force as of 2 April 2024)

I GENERAL PART

includes definitions and technical conditions for using the merXu platform.

1. Definitions

Terms and Conditions - constitute this document laying down rules and regulations of providing services, available at merxu.com in Polish language version, as well as in a form that allows for downloading and saving the file (.pdf) in a manner which is accessible for future reference for a period of time adequate for the purposes of the information and which allows its contents to be reproduced unaltered.

Terms and Conditions define the rules for using the merXu.com platform and the merXu mobile application - unless otherwise stated.

merXu sp. z o. o. business card of an entrepreneur

merXu sp. z o. o. with its registered office in Poznań, at ul. Kraszewskiego 4/8, 60-518 Poznań, Regon [statistical number]: 385853514, NIP [tax identification number]: 7792514527, KRS: 0000835832, with a share capital of PLN 1,500,000.00, entered into the register of entrepreneurs kept by the District Court Poznań - Nowe Miasto i Wilda in Poznań, VIII Commercial Department of the National Court Register; hereinafter referred to as "Service Provider".

merXu - an online trading platform available at merxu.com, run by the Service Provider. The use of the Platform takes place through the User Account. Services on the Platform are available only to registered entrepreneurs; hereinafter referred to as "merXu" or "Platform".

Place of providing services - the agreement for the provision of services is performed at the registered office of the Service Provider. The Terms and Conditions of merXu shall be governed by the Polish law; the provision and performance of the agreements covered by the Terms and Conditions shall be subject to the regulations of the Polish law. Disputes shall be settled by the court having territorial jurisdiction over the Service Provider.

User - you become a User when you register an Account on merXu in accordance with the rules set out in the Terms and Conditions. Each entity conducting a business activity and entered into a relevant register, excluding a natural person operating an agricultural farm within the meaning of Article 6(4) of the Act of 20 December 1990 on social insurance for farmers, may become a User of merXu.

In these Terms and Conditions we also use the terms "Seller" or "Buyer".

Provider - a payment service provider (Adyen as provided under Appendix 5) that owns and operates a system which allows Users to make Payments.

Payment - payment for Products that are the subject of Transaction, made using the payment services provided by the Provider.

Account - the set of information about the User, as well as the set of functionalities of merXu available after registration and logging on to the Platform. Having an Account allows the User's data to be stored, edited, as well as the execution of Transactions on merXu.

Registration - this is how we briefly define the form on the Platform, whose completion and submission begins the creation of your Account on merXu.

In order to register with merXu, you must provide your company's full details, establish login and password that will then allow you to access your Account.

Activation - the process of making the Platform functionalities available to the User, which will allow to use the merXu Account as a Buyer.

Verification - the authorisation process of the registered Account carried out by the Service Provider to ensure the security of the Users of the Platform, including the Transactions concluded by them, as well as allowing the use of Account as a Seller.

Manual - instructions for using merXu together with the description of functionalities, including among others, a description of rules concerning the Account management, adding employees and granting rights in the User Account.

Product - an object or an object and a service that is the subject matter of the Offer, whereas a service within the meaning of this point shall be understood both as a service constituting a service based on the adjustment of the Product to the Buyer's expectations (personalization/customization), as well as a service strictly related with the subject matter of the Offer.

Offer - a proposal to conclude a sales agreement under the terms and conditions set out by the Seller, however, taking into account the content of the Terms and Conditions, which contains the declarations of will made by the Users at the time of concluding the agreement within the Transaction, in particular containing Product data - in accordance with the parameters indicated in the Terms and Conditions - sufficient to complete the Transaction.

Transaction - the set of activities consisting in the conclusion and performance of the sales agreement within merXu between the Buyer and the Seller.

Communicator - the functionality made available by the Service Provider in the order panel of the Account which serves to communicate between Users.

Content - materials (graphic, text, video) placed on merXu by Users, including Product catalogues, Product details and databases made available by the Users and constituting the basis for creating an Offer.

Transport Organisation Assistance - logistical support services provided by the Service Provider to Users in connection with a Transaction, detailed rules of which have been set forth in Appendix no. 8 - Transport Organization Assistance.

Technical Support- logistics support services provided by merXu to Users in connection with the posted Offers.

Request for offer, negotiations, customization, Technical support, Transport Organisation Assistance - merXu functionalities facilitating the parties to the contract concluded on the Platform between the Buyer and the Seller to obtain the best terms and conditions for the Transaction, including agreement on price, form of shipment, form and date of payment or change of Product features (personalisation/customisation).

Provision of Polish law - the law applicable to all issues related to the Terms and Conditions is Polish law. Among others, the following apply:

CC - the act of 23 April 1964 - Civil Code,
Copyright Law - the act of 4 February 1994 on copyright and related rights,
Regulation - regulation (EU) 2019/1150 of the European Parliament and of the Council of 20 June 2019 on promoting fairness and transparency for business users of online intermediation services,
Industrial Property Law - the act of 30 June 2000 - Industrial Property Law,
PSEMA - the act of 18 July 2002 on the provision of services by electronic means,
CUCA - the act of 16 April 1993 on combating unfair competition.

2. Technical conditions necessary to use merXu platform

The following are necessary to use merXu:

- connection to the Internet, correctly configured browser according to Opera, Firefox, Chrome or Microsoft Edge standards in the highest version,

- screen resolution at least 1024x768,

- enabled option to accept "cookies",

- enabled JavaScript support and active email account.

II. TRANSACTIONS, I.E. TERMS AND CONDITIONS OF CONCLUSION, PERFORMANCE AND TERMINATION OF AGREEMENTS FOR RENDERING SERVICES BY ELECTRONIC MEANS

1. General provisions

1. If you log on to merXu, you confirm that you know and accept our Terms and Conditions. This also means that you have concluded an agreement with us to provide services electronically.

2. As a User you provide authorization to merXu to send information related to the agreements and their performance to the email address indicated when placing orders.

3. The use of merXu is free of charge to the extent that you use the Platform as a Buyer.

4. The Service Provider may introduce changes in the chargeability of certain services or functionalities available on the Platform. Information regarding changes in prices will be published on merXu at least 21 days in advance and will also be communicated to Users by email. Users may decide within this period whether they still wish to use the chargeable services.

5. During the notification period referred to in clause II.1.45 above, the User will have the option to delete the Account in accordance with the procedure described in clause II.6. of the Terms and Conditions, if they do not wish to continue using merXu for a fee. The deletion of the Account in the case referred to in the previous sentence will not be related with incurring any fees.

6. The Service Provider reserves the right to grant - at its own discretion and as part of current promotional campaigns - individual discounts. The possible granting or change of the amount of a discount does not require an amendment to the Terms and Conditions. merXu shall inform the Seller about each granted discount, and in the case when merXu indents to change a discount amount at least 21-day prior notice of the Seller is required.

7. merXu prohibits the provision of illegal content (e.g. offensive comments). We expect you to respect the provisions of law and act in accordance with good manners in such a way that your actions do not adversely affect the safety of functioning of the Platform or otherwise harm our Users. Respect for the personal rights of our Users and third parties is of particular importance to us.

8. As a User you represent that the Content provided by you does not constitute a company secret within the meaning of the valid legal regulations of CUCA or provisions of the legal systems binding the Users who make Transactions in countries other than the Republic of Poland.

9.The User undertakes not to sell Products which violate the regulations in force in the Polish legal system and in the legal systems of the Users who make Transactions. The User undertakes not to sell Products that violate the rights of others (in particular intellectual property rights).

10. The list of prohibited and restricted products that may not be sold on merXu is attached as Appendix no. 2 - Prohibited and restricted products to the Terms and Conditions.

11. If we receive official notice of unlawful storage of details, we will undertake measures to prevent access to such data immediately.

12. Advertising content may appear on the Platform.

13. As part of the functionality on the Platform, the Service Provider offers the services of Technical support and Transport organisation assistance. The detailed scope of the services provided can be found in Appendix no. 7 - Transport Organization Assistance to the Terms and Conditions.

14. The Service Provider charges fees on The detailed scope and terms of these fees can be found in Appendix no. 1b - Transaction Fees.

15. The User declares that, by using merXu, the User acts as an entrepreneur conducting its business activity and that the agreements concluded and performed on merXu are of a professional nature for the User.

16. The User declares that, by using merXu, the User does not act as a natural person operating an agricultural farm within the meaning of Article 6(4) of the Act of 20 December 1990 on social insurance for farmers.

2. User Account

1. The use of the Platform is possible after registering an Account pursuant to these Terms and Conditions. The activation will allow you to place and receive orders for Products through merXu.

2. You can create an Account by filling in the form available at merXu.com.

3. The details which we require during the Registration are, among other, as follows: full name of your company, full address of your registered office (including: country), email address and telephone number; IBAN of your company's bank account and login and access password which you will establish on your own during the Registration.

4. Remember that you can be the User only when you have an active status of your business activity, i.e. your business activity cannot be suspended.

5. In addition to providing the above data, registration of an Account requires confirmation of acceptance of these Terms and Conditions - this possibility can be found in the Registration form. When you submit the completed form, you will receive a return message from the Service Provider the activation link contained therein will allow you to set a password to access your Account and confirm your Registration. This is the moment when you conclude an agreement with the Service Provider to provide services by electronic means.

6. Remember that you are obliged to update every change of data provided when Registering the Account, e.g. change of your company's registered office, suspension of a business activity, in the settings panel.

7. Due to security reasons of the Users, we will verify your data.

8. The sales functionality will be made available after positive verification of a bank account of your company, to which the Account belongs. For this purpose, make a verification money transfer authorizing the Account, which will be returned to you in full. The Offers prepared by you will become visible to other Users after completion of the Verification

9. The status of Verification is visible to other Users.

10. The form of Verification may change.

11. The Service Provider reserves the right to verify the User Account at any time it chooses, including in relation to Buyers who have entered merXu promotions.

12. You can make your Account available to the employees listed in the User’s panel. By using this functionality, you state that the employees indicated by you are authorized to represent your company and conclude agreements on its behalf. The functionalities of the User’s panel are described in detail in the Manual . You will find there, among other things, a description of rules concerning the Account management, adding employees and granting rights in the company Account.

13. The panel of the Account allows you to customize the scope of notifications regarding your activity in merXu and the way of receiving them (email, text message). Text message notifications are related with authorization, where you will be asked to enter the code sent to the phone number provided. In User’s Account you can limit the scope of notifications received by employees.

14. The User is not authorized to use the Communicator for purposes other than communication related to negotiating the terms of the Transactions, especially for targeting advertising and sending promotional materials related to the services it provides, or services provided by third parties.

3. Offer

1. You will add Products for sale through a file or a completed form with Product parameters. Both options are available in your merXu Account. Obligatory Offer parameters are as follows:

a. Product description.

b. Offer title,

c. Product category,

d. Price,

e. The lowest price of the Product from the last thirty days (subject to some limitations and provisions governing the issue of the lowest price according to the law applicable to the Seller; see clause 1a below),

f. currency of the Transaction,

without which it will not be possible to submit an Offer

1a. The obligation to provide the lowest price for a Product in the last 30 days of a promotion applies to the Users pursuant to their local (national) law. Notwithstanding the obligation deriving from legal norms, the Service Provider merXu encourages all Users to provide the lowest price of a Product in the last 30 days for the purpose of building customer trust and transparency in business.

2. As a Seller you make an Offer using a form or a special file. On your account you may publish up to 30 000 active Offers. You have the possibility to upload photos, videos and descriptions of the offered Product. You are responsible for the information provided in the Offer, therefore we expect you to be reliable (see more in “Copyright”). You can add the main photo and up to 8 additional photos, with a maximum size of 10MB each. Photos must be linked to the content of the Offer. The photos cannot violate copyright and industrial property rights (especially trademarks), contain watermarks or reflections. Additional photos are allowed to show the Product in use, close-ups of its important functionalities, packaging, accessories when taken out of the box, Product transformations.

3. The Offer must include a net sales price, unless you want to use other functionalities. Remember about your obligation to choose a currency for the Offer made. If you wish to offer Products for sale in different currencies, you will have to submit separate Offers.

4. If you wish to sell Product accessories, related services or products, you must prepare separate Offers for each Product. If this is not the case, the Service Provider reserves the right to revise and remove the Offer until doubts are clarified.

5. One of the functionalities of the merXu platform is an exchange rate calculator that will help you find out the price of Offers available on the merXu in other currencies. Prices in other currencies are calculated using the average exchange rate published by the European Central Bank on the last business day preceding a given day (e.g. the day of the Transaction or currency request). Please note that the conversion is of auxiliary nature and the prices shown in a foreign currency are for illustrative purposes only.

6. The legal nature of the Offer is also determined by the content of the Terms and Conditions, which contains the declarations of will made by the Users at the moment of concluding the agreement within the Transaction (i.e., both as a Seller when submitting an Offer and as a Buyer when accepting an Offer), in particular with regard to the manner of terminating the contractual relationship (condition subsequent) or with regard to rescission (with a Seller who has its habitual residence in Germany).

7. From the moment the Offer is published you are bound by its content. A modification is considered to be a new Offer (it will happen e.g. if you provide a personalization/customization service).

8. The Service Provider reserves the right to supplement the Seller’s Offers with additional parameters of Products. The supplementing is based on verified sources of information, in particular EAN or catalogues made available by Product manufacturers.

9. The main parameters determining positioning of Offers, i.e. providing certain visibility to Offers, are as follows:

a. purchase by the User's of a sponsored item in the product listing (applies to the first four items in the first product category);

b. name, basic attributes (manufacturer), description content - the sorting is based on the quality of the match between the text entered by the User and the text completed in the Offer;

c. description, photos, attributes - the sorting is carried out on the basis of meeting quality criteria, in particular matching the Product to a specific category, the length of description and the number of photos;

d. price - the price criterion has an influence on sorting in case of making such a request by the User.

10. The indication of the parameters as set forth in clause 9 above as the main parameters for the placement of Offers is determined by current technological factors and the desire to enable Users to accurately match search results to their specific request. Offers belonging by its nature to the Renewable Energy category and its subcategories are always displayed in preference to other offers with Products that are not related to this category. Such offers are considered as uncategorized. The Service Provider does not apply personalized sorting. You can read more about the guidelines that will help you get better visibility of your Offer in the Help Center ”How to create an attractive offer that will attract Buyers”: https://merxu.com/en/help/articles/how-to-create-an-attractive-offer-that-will-attract-buyers-179/

11. Displaying featured Offers on the merXu website in the “Most Popular” category is based on the parameter of interest, i.e. high number of Users' views of the given Offer.

12. The Service Provider is not a party to concluded agreements. We shall not be liable for the actions of Users, improper performance or non-performance of concluded agreements, and for the quality, safety or legality of Products and the process of their delivery or performance.

13. The Service Provider merXu offers the possibility of paid promotion of Users and their Products on terms individually specified in the "Information on paid advertising at merXu”.

14. The Service Provider shall make reasonable efforts to match products with the seller's offers based on available information and criteria. However, due to the dynamic nature of merXu, the Service Provider does not guarantee perfect alignment between products and seller offers and the Service Provider cannot be held responsible for discrepancies that may arise. Sellers are obligated to promptly inform the Service Provider in the event of any discrepancies to facilitate timely resolution and enhance the overall accuracy of product listings on the platform.

4. Users’ introductory declarations

1. By entering into an agreement concluded under the Transaction, as a User (i.e. both as a Seller when making an Offer and as a Buyer when accepting an Offer) you make declarations of will as follows:

1.1 .the agreement concluded as part of the Transaction and all legal relations relating thereto and arising therefrom shall be governed by the law of the country in which the Seller has its habitual residence;

1.2 any and all disputes relating to the agreement concluded as part of the Transaction and any legal relations related thereto and arising therefrom shall be settled exclusively by the court having territorial jurisdiction over the Seller;

5. Order execution

1. Performance of a service within merXu requires logging in by providing the correct login and password.

2. Users are obliged to negotiate Offers and Transactions via the Communicator. Other forms of communication that bypass merXu are not permitted. Prior to negotiations, we recommend concluding a non-disclosure agreement (NDA). Content and details exchanged via the Communicator are not processed by other Users, except for the Service Provider who does it within the scope necessary for proper performance of services in connection with provisions of clause II.11-13. of the Terms and Conditions.

3. The Service Provider enables the Users, i.e. the parties to the contracts concluded via the Platform to tailor the Offer to the Buyer's needs through the "Request for Offer'' functionality active at the time of purchase. Communication takes place via the Communicator.

4. Submitting a ”Request for Offer” allows you to finalize the order (by confirming further steps of purchase), and thus to postpone the purchase until the terms of the Offer are agreed and confirmed between the Seller and the Buyer.

5. The Seller, replying to the request for offer, in a message sent through merXu, indicates whether modification of the Offer is possible and submits a new Offer for the Product adjusted to the Buyer's inquiry (in these Terms and Conditions we refer to it as “personalization/customization”).

6. Acceptance of the Offer by the Buyer is equivalent to the purchase by the Buyer of the modified Product offered by the Seller.

7. One of the functionalities of the merXu is a Transport Organization Assistance, within which, among others, you can check the transportation costs for the accepted Offer. Please remember that relevant transport calculators will be made available to you already after accepting the Offer of the Seller.

8. Before finalizing the order, you will receive information from the Seller of the total gross price for the order, including taxes and related costs. By clicking on the link “Confirm order”, you accept the list of Products and the price, as well as you also make a choice of the payment method, in accordance with clause II.5.9, and thus conclude an agreement with the Seller.

9. The Buyer shall select the payment method only from the methods available on merXu, referred to in clause II.5.14 and other methods explicitly permitted by the Service Provider for a specific Transaction, and the Seller undertakes to accept payments from Buyers for Transactions using these payment methods, subject to the merXu Protected Payment option, referred to in clause II.5.13. The use by Buyers or Sellers of payment methods other than those indicated in the preceding sentence is not permitted.

10. If you place an order by way of negotiation, as referred to in clause II.5.2., you as the Buyer propose the price you want to pay for the Seller's Product The order is confirmed when both parties - the Buyer and the Seller - accept a new price for the Product offered by the Seller.

11. You will receive an order confirmation automatically. We will send an email to both parties – to the Seller and the Buyer - together with the details of the other party, downloaded from your Account. The Seller will receive your billing details necessary for invoicing and shipping.

12. In connection with the concluded agreement, the Buyer should pay for the Product within the deadline set with the Seller, subject to making payment using merXu Protected Payment referred to in clause II.5.13.

13. The Service Provider shall make available on merXu the possibility of making payments for a Product using merXu Protected Payment. The detailed rules for making payments using merXu Protected Payment, including the rules for incurring liability on this account, are described in detail in Appendix No. 6 - Rules for making payments using merXu Protected Payment.

14. The Service Provider does not provide any payment services to the Users.

15. If it is not possible to complete the order, please inform the Buyer within 24 working hours.

16. The Seller is obliged to reply to the Buyer's message in the Communicator within 24 hours of its receipt. This time does not run on Saturdays, Sundays and public holidays in the country of Seller’s registration. The rate of timely responses in a given calendar month shall not be lower than 80% of responses provided in accordance with this provision.

17. Users may not take any actions leading to the negotiation, conclusion, execution or performance of the Transaction outside of the Platform or to avoid or circumvent the obligation to pay a transaction fee as specified by these Terms and Conditions. By such actions we mean in particular the following:

a. inserting or sending links and other references to external e-shops, platforms, or transaction sites, both online and offline,
b. redirecting Sellers or potential buyers to negotiate Transaction or process order on external platforms or through other contact channels than offered by the Service Provider, (Communicator, phone, /email etc.),

c. encouraging Sellers or Buyers to resign from using the functionalities offered by the Service Provider, including those related to the payment methods or delivery of Products,

d. encouraging Sellers or Buyers to resign from using promotions offered by the Service Provider,

e.encouraging Sellers or Buyers to use payment methods other than those referred to in clause II.5.9.

18. Sellers may not differentiate the prices of Offers based on the payment method used, as referred to in clause II.5.9 above. Seller may not charge the Buyer any costs or fees, directly or indirectly, in connection with the Buyer's use of the payment method referred to in clause II.5.9. Such conduct constitutes a breach of the Terms and Conditions.

6. Terms and conditions of concluding and terminating agreements for provision of services by electronic means

1. You can delete your Account by writing to pomoc@merxu.com at any time provided that you have settled all of your financial obligations towards the Service Provider. Cancellation of the Service Provider’s services will not affect the ability to access your orders - you will be able to finalize them within 30 days after the day of placing the last order. After the expiry of the agreement for the services provided by electronic means, we can still provide you with information which you generated or entered as a part of your Account; to do so please contact: pomoc@merxu.com.

2. The agreement between you and the Service Provider will be terminated after deletion of your Account. The agreement is terminated after the expiry of 30 days from the last order placed or received via the Account that had been deleted.

3. Your last order will be processed according to the terms and conditions in force at the time you started placing the order.

4. If you breach the provisions hereof, we reserve the right to terminate the agreement for keeping the Account with a thirty-day notice period. You will receive a justification of such a decision from us. Re-registering the Account with merXu will require our consent. Observing the Terms and Conditions is a guarantee of avoiding such a situation.

5. In addition, as a User, you represent that you consent to the Service Provider sending you invoices electronically via email, issued by the Service Provider for services rendered for your benefit on the Platform.

7. Copyrights

1. In connection with the provision of services, the Service Provider merXu provides the Users with copyrighted content. Any copying of the content made available in merXu and its sharing is forbidden unless otherwise stipulated in separate agreements.

2. In order to use merXu, we need your consent to use Product photos and descriptions you have prepared. A licence to use intellectual property rights is granted by you to us and other Users at the time of uploading your material to our server (cf. clause II.3-5. hereof) and it covers all fields of exploitation known at the date of uploading.

3. We need your consent to using your intellectual property rights to the extent that Offers can be created, supplemented, shared and processed in other forms.

4. Remember that granted licence also includes the creation of the so-called derivative works and provides for the possibility of using materials in order to supplement Offers by other entities, also those who may be competing with you.

5. The description of good practices under copyright law constitutes Appendix no. 4 - merXu Code of Good Practices for the Protection of Intellectual Property Rights to the Regulations.

8. Contact

1. You can contact us in writing by sending a letter to the address of merXu sp. z o.o. ul. Kraszewskiego 4/8, 60-518 Poznań, Poland; or electronically using the email address pomoc@merxu.com.

2. The Service Provider can use all the data you have entered in your Account to contact you.

3. Both the Service Provider and the Users are obliged to inform each other immediately of any change in their email address for service, as well as other contact details and addresses.

9. Claims

1. The Service Provider is obliged to ensure the proper functioning of the Platform and, if necessary, to assist you in resolving technical problems.

2. If in your opinion merXu is not working properly, you can make a complaint by writing to: pomoc@merxu.com. The complaint should contain your data, a concise description of your objections, the date and time of a problem and a proposal of how to resolve the complaint.

3. We will respond to your complaint within 14 days; in extremely complex situations we reserve the right to extend this period.

4. If your complaint lacks the details to enable us to resolve the problem or provide response, we will ask you to complete it. The time limit for processing a complaint runs from the moment of obtaining a complete, necessary description of your objections.

10. Risks associated with the use of services provided by electronic means

1. Remember that by using the Internet you may be exposed to:

influence of malicious software running in a network environment distributed through code replication,
breaching security measures in order to obtain personal and confidential information, and as a consequence the identity theft by sending fake electronic messages resembling authentic ones,
phishing by sending fake electronic information which closely resemble authentic ones and, consequently, obtaining personal and confidential information about the Client,
unauthorised eavesdropping via computer software whose purpose is to intercept and possibly analyse data flowing in the network (spyware),
infringement of proprietary copyrights through their unauthorised copying and use without the consent and knowledge of the entitled entity,
making available malware modified by third parties.

2. We undertake actions to minimise the risk of such threats, in particular by ongoing monitoring of the software, network and informing you about the increased risk of a particular kind.

11. Liability

1. The Transactions are made between Users, therefore the Service Provider does not bear liability for the behaviour of Users or their improper performance or non-performance of agreements.

2. We will react if your actions violate these Terms and Conditions. In such a situation you can be cautioned by us. If this is not sufficient, we have the right to limit the functionality of your Account. The last step will be to suspend the Account in accordance with clause II.13. hereof.

3. We are not liable for any statutory warranty for physical and legal defects of Products and we do not provide a quality guarantee.

4. The Service Provider is not liable for interruptions in the provision of services in whole or in part, resulting from failures, cases of systems’ malfunctioning (including transmission systems and ICT systems) that are beyond our control or the need to carry out maintenance works of the Platform.

5. Nevertheless, we reserve the right to suspend or terminate the services provided in the event of exceptional circumstances for which we also do not bear liability.

12. Security of your Account

1. If we have reasonable doubt about the security of your Account, we will ask you to change your access password. After making the change, you will regain access to your Account.

2. Where we have reasonable grounds to suspect a breach of security, we may apply temporary locks of Accounts or access to selected services if we believe that the security of your Account or other Users is compromised. The locks can be removed as soon as the source of the problem is explained and removed.

13. Account suspension

1. When you violate the provisions hereof, we can suspend your Account. In particular it may happen when, among others:

a. you provide illegal content, i.e. offensive opinions,
b. you sell prohibited or fake Products,
c. you do not update your data,
d. you suspend business activity (in accordance with the information indicated in Central Registration and Information on Business) or it will be deleted from the register of entrepreneurs of the National Court Register,
e.you do not respond to the Users within the time specified in clause II.5.16. hereof,
f. you use the Communicator for purposes other than communication related to negotiating the terms of the Transaction according to clause II. 2.14. hereof or you negotiate Offers and Transactions not using the Communicator, despite the obligation specified in clause II.5.2 hereof,
g. you breach the payment acceptance rules set out in clause II.5.9 hereof,
h. you receive repeated (at least 3) negative ratings of Transactions indicating a breach of the Terms and Conditions by you,
i. you take any of the activities specified in clause II.5.18 hereof,

j. in the situation set forth in clause V.7 of Appendix no. 5,
k. you are in arrears with the payment of fees related to the use of the platform's services.

2. We have the right to suspend the User's Account in the case of suspicion that the User uses the Account for illegal purposes, in particular for fraudulent transactions. If it is necessary to obtain additional explanations or documents from the User, we shall suspend the Account while the matter is being clarified.

3. In the event of circumstances justifying the suspension of an Account, we may, at our own discretion, give you access to the suspended Account and access to functions for settling payments and finalising contracts concluded before the suspension of the Account, provided, however, that in the event of suspension of the business activity or deletion of the entry in the relevant register, the finalisation of Transactions may be hindered (of which you are also obliged to inform the other User of the respective Transaction). Other functions of the Account will be disabled.

4. In the situations described in clause II.13.1.a-b. of the Terms and Conditions, we may refuse access to a suspended Account.

5. At the moment of suspension of your Account, we will provide you with the justification of such a decision by email.

6. In particular situations, we can also refuse to register an Account if the Account you used in the past was suspended. In such a case, at least 30 days prior to termination of rendering services to you, we will provide you with justification of such a decision by email. In particular cases indicated in the Terms and Conditions, we can end the rendering of services in a shorter period of time.

7. We have the right to reactivate the suspended Account again.

8. If your Account is suspended, you will not be able to participate or continue participation in current our promotions. If you had taken part in promotions before your Account was suspended where there were already grounds for suspension, you will be required to return the Service Provider the benefits received.

14. Transaction Ratings

1. We may provide the Users with the possibility to express their opinion and assess the User as regards the negotiations and experience with the User, with which it has concluded, or was interested in concluding the Transaction. This assessment will be visible to the Transaction parties and to the Service Provider. We reserve the right to publish the content of all or selected ratings in the future on the Offer page. The Users will be notified 30 days in advance about the possibility of publishing ratings.

2. The Transaction rating issued to the User should be concise and should be strictly related to the carried out Transaction. Transaction rating shall not violate the good practices or rights of third parties, as well as it shall not include among others the advertising content pointing to websites other than merxu.com.

3. A User who has received a Transaction rating can respond to it. The answer is visible only to the Transaction parties and to the Service Provider.

4. We do not interfere with the Transaction rating compliant with clause II.14.2. above. However, if both parties to the Transaction agree, it may delete or edit the Transaction rating in the case of publication made in accordance with clause II.14.1. sentence three above.

5. Recurring negative Transaction ratings, indicating a breach of the Terms and Conditions may result in permanent or temporary limitation of the Account functionality (Account suspension).

6. In the event of the suspension of the User's Account, as well as the deletion of the User's Account, any fees that the User is obliged to pay to the Service Provider shall not be refunded.

15. Privacy

1. We process your data in accordance with the privacy policy constituting Appendix no. 3 - Privacy Policy to the Terms and Conditions.

2. For analytical and statistical purposes, we can process other data not indicated above, but related to your activity on merXu. We do it in order to improve the quality of rendered services, as well as make merXu better.

III. FINAL PROVISIONS

1. The Terms and Conditions shall come into force on the date of their publishing onwww.merxu.com, subject to clause 2 and 3 below.

2. We can amend these Terms and Conditions and launch their new version. The amendment shall take effect on the date indicated by the Service Provider. This period cannot be shorter than 15 days from the moment of making the amended Terms and Conditions available on the Platform. The period can be shorter if we are obliged to amend the Terms and Conditions in a shorter period of time or by way of exception we amend the Terms and Conditions in order to prevent unforeseeable and direct threat.Detailed rules for amending the Terms and Conditions in the scope of Payments are set forth in Appendix No. 5 - Rules for making payments through the payment service provider -– Adyen.

3. The Terms and Conditions published on the Platform on 18. 03. 2024 shall, for entities that are Users on the date of their publication, enter into force on 02. 04. 2024. For entities that register an Account on the Platform and become Users on or after the date of publication of this version of the Terms and Conditions, this version of the Terms and Conditions shall be binding on them from the date of registration of the Account.

4. Orders placed (including confirmed by the Seller and accepted by the Buyer) prior to the entry into force of the amendments shall be executed according to the rules binding so far.

5. We will inform you about the amendment of these Terms and Conditions by email. If you refuse to accept the amendments, it will mean that you want to terminate your agreement with the Service Provider. Lack of reaction to the message sent about the amendment to these Terms and Conditions shall be considered as acceptance of their content.

6. The Terms and Conditions have been drawn up and are governed by the Polish law, in particular Polish law shall apply to the provision and performance of agreements covered by these Terms and Conditions.

7. In matters not regulated by these Terms and Conditions, the relevant Provisions of Polish law shall apply.

8. Appendixes to these Terms and Conditions constitute their integral part.

9. The Terms and Conditions have been drawn up in Polish language version.

10. In case of any disputes arising in connection with services rendered by us we are ready to seek amicable dispute resolution through mediation. In this respect we cooperate with independent mediators at Wielkopolskie Centrum Arbitrażu i Mediacji Św. Marcin 24/ 402, 61-805 Poznań. Due to the fact that the mediation is voluntary, both parties to the dispute should agree to dispute resolution by way of mediation.

IV APPENDIXES