Terms and Conditions of MerXu

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 and English language versions, as well as in a form that allows for downloading and saving the file (.pdf). They 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. Święty Marcin 11/7, 61-803 Poznań, Regon [statistical number]: 38585351400000, NIP [tax identification number]: 779-251-45-27, KRS: 0000835832, with a share capital of PLN 5,000.00, 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 "MerXu" or "Service Provider".

    MerXu - is an online trading platform available at merxu.com, run by Merxu sp. z o. o.

    The use of the platform takes place through the User Account.

    The Site is available in a subscription model, exclusively for registered entrepreneurs; hereinafter referred to as "MerXu", "Service Provider", "Platform", "Site".

    Place of providing services - the agreement for the provision of services is performed at the registered office of MerXu sp. z o. o. 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 MerXu sp. z o. o.

    User - you become a User when you register an Account on the MerXu platform in accordance with the rules set out in the Terms and Conditions.

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

    Account - the collection of MerXu functionalities is available after registering and logging into the Site. It allows for the execution of transactions on the merXu platform.

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

    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.

    Verification - the authorization process for a registered Account is carried out by MerXu to ensure the safety of Site Counterparties.

    Activation - the process of making the Site functionalities available to the User, which will allow to fully use the MerXu Account.

    Product - an object, a service or an object and a service that is the subject matter of the Offer, whereas the adjustment of the Product to the Buyer's expectations (personalization/customization) shall be considered a service within the meaning of this point.

    Offer - a proposal to conclude a sales agreement under the terms and conditions set out by the Seller, in particular including Product details sufficient to complete the Transaction.

    Transaction - the procedure for conclusion and performance of the sales agreement within MerXu.

    Payment system – an external payment service provider cooperating with the Platform.

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

    Request for offer, negotiations, customization - MerXu functionalities facilitating the parties to the agreement to obtain the best terms and conditions of the Transaction, including setting the price, form of shipping, payment deadline or changes in Product features (personalization/customization).

    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 platform:

    • 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 e-mail account.

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

  1. General provisions

    1.1. 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.

    1.2. As a User you provide authorization to MerXu to send information related to the agreements and their performance to the e-mail address indicated when placing an order.

    1.3 Until September 30, 2021 (including), the use of MerXu is free of charge, however this period may be extended and the Users will be informed of this fact.

    1.4 As of October 1, 2021, the use of MerXu will be against payment (with the possibility of choosing a plan of services). Information on individual plans and fees will be published on the MerXu website in advance, i.e. at least 21 days earlier, and provided to the Users via e-mail.

    1.5 In the period from the day of providing information on plans of services until September 30, 2021, the User will have the possibility to delete the Account in accordance with the procedure described in section II point 5 of the Terms and Conditions. Deletion of the Account by September 30, 2021 (or in the extended period referred to in clause 1) shall not be related with the payment of any fees.

    1.6 As of October 1, 2021, a fee shall be charged according to the type of plan chosen by the User in the settings panel. If the User neither selects a plan by October 1, 2021, nor deletes the Account, as set forth in clause 3 above, MerXu will automatically ascribe the lowest plan to the User. MerXu will notify the User via e-mail of the necessity to take decision by the User by September 30, 2021, regarding the plan of services.

    1.7. MerXu prohibits the provision of illegal content (e.g. 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 Site or otherwise harm our Clients. Respect for the personal rights of our Clients and third parties is of particular importance to us.

    1.8. 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).

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

    1.10. Advertising content may appear in the Site.

  2. User Account

    2.1. The use of the MerXu 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.

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

    2.3. The details which we require during the Registration are as follows: full name of your company, full address of your registered office (including country), e-mail 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.

    2.4. 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 MerXu - 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 MerXu Sp. z o. o. to provide services by electronic means.

    2.5. 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, in the settings panel.

    2.6. Due to security reasons of the Counterparties, we will verify your data. We will ask you for a verification money transfer, authorizing your Account, which will be returned to you in full after completion of the Verification. The form of this Verification may change.

    2.7. You can make your MerXu Account available to the employees listed in the Client’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 Client’s panel are described in detail in the Manual “article/page". You will find there, among other things, a description of rules concerning the Account management, adding employees and granting rights.

    2.8. As a User you represent that the Content provided by you does not constitute a company secret within the meaning of CUCA.

  3. Offer

    3.1. You will add Products for sale through a CSV file or a completed form with Product parameters. Both options are available in your MerXu Account.

    3.2. You can add the main photo and up to 10 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.

    3.3. As a Seller you make an Offer using the form. 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”).

    3.4. The Offer includes a net sales price in a particular currency. You can hide a price of the Offer using MerXu functionalities. Only one currency may be assigned to the Offer; if you wish to offer Products for sale in different currencies, you will have to submit separate Offers.

    3.5. In the Offers we present approximate prices in other currencies available on MerXu platform. 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.

    3.6. 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).

    3.7. MerXu 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 catalogs made available by Product manufacturers.

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

    a. 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; b. description, photos, attributes - the sorting is carried out on the basis of meeting quality criteria, in particular the length of description and the number of photos; c. price - the price criterion has an influence on sorting in case of making such a selection by the User.

    Positioning is based on objective factors. MerXu does not apply personalized sorting. You can read more about the guidelines that will help you get better visibility of your Offer in “Attractive Offer” guide.

    3.9 Displaying featured Offers on the MerXu homepage in the "Promoted" category is based on the parameters of attractive price, quality and uniqueness of the Product.

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

    3.11. Displaying featured Sellers in the "They trusted us" category is free of charge - it is based on the parameter of number and attractiveness of the Offers placed by the Seller. Placing a Seller among the trusted entities is based on the mutual trust of MerXu to the Seller and the Seller to MerXu.

    3.12. MerXu 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 goods or services and the process of their delivery or performance.

  4. Order execution

    4.1. Performance of a service within MerXu platform requires logging in by providing the correct login and password.

    4.2. MerXu gives you the possibility to negotiate the terms of the Offer via the communicator available in the order panel of your Account. 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 MerXu who does it within the scope necessary for proper performance of services in connection with provisions of section II point 13 of the Terms and Conditions.

    4.3. MerXu enables the parties to tailor the Offer to the Buyer's needs through the "Request for Offer" functionality active at the time of purchase (after placing the Products in the shopping cart), which can be made available by the Seller. Communication takes place via communicator available on the MerXu platform.

    4.4. Adding Products to the cart allows you to finalize the order (by confirming further steps of purchase), including submitting a request for offer, and thus to postpone the purchase until the terms of the Offer are agreed and confirmed between the Seller and the Buyer.

    4.5. The Seller, replying to the request for offer, in a message sent through the Site, 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”).

    4.6. Acceptance of the Offer by the Buyer is equivalent to the conclusion of an agreement by the Buyer for the purchase of the modified Product offered by the Seller.

    4.7. Before finalizing the order, you will receive information from the Buyer 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 and thus conclude an agreement with the Seller.

    4.8. If you place an order by way of negotiation, as referred to in point 4.2., 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.

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

    4.10. In connection with the concluded agreement, the Buyer should pay for the goods within the deadline set by the Parties.

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

    4.12. Payment for the Transactions made between the Seller and the Buyer takes place within the forms of payment available in the Offer, using the traditional money transfer or other electronic transfer.

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

    5.1. You can delete your Account by writing to pomoc@merxu.com at any time. Cancellation of MerXu 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, 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.

    5.2. The agreement between you and the Site 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.

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

    5.4. 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.

  6. Copyrights

    6.1. In connection with the provision of Services, 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.

    6.2. In order to use the merXu platform, we need your consent to use Product photos and descriptions you have prepared. A license 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. point 3 hereof) and it covers all fields of exploitation known at the date of uploading. 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. Remember that granted license 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.

  7. Contact

    7.1. You can contact us in writing by sending a letter to the address of MerXu sp. z o.o. ul. Święty Marcin 11/7, 61-803 Poznań, Poland; or electronically using the e-mail address pomoc@merxu.com

    7.2. MerXu can use all the data you have entered in your Account to contact you.

    7.3. The parties are obliged to inform each other immediately of any change in their e-mail address for service, as well as other contact details and addresses.

  8. Claims

    8.1. MerXu is obliged to ensure the proper functioning of the MerXu platform and, if necessary, to assist you in resolving technical problems.

    8.2. 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.

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

    8.4. 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.

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

    9.1. 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,
    • unauthorized 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.

    We undertake actions to minimize 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.

  10. Liability

    10.1. The Transactions are made between the MerXu platform Users therefore MerXu does not bear liability for the behaviour of Users or their improper performance or non-performance of agreements, as well as the consequences of actions taken by Users and third parties which constitute a breach of the provisions hereof.

    10.2. 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.

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

    10.4. MerXu 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 Site.

    10.5. 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.

  11. Security of your Account

    11.1. 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.

    11.2. 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 Clients is compromised. The locks can be removed as soon as the source of the problem is explained and removed.

  12. Account suspension

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

    • you provide illegal content,
    • you sell prohibited or fake Products,
    • you do not update your data.

    In such a case we will give you access to your suspended Account and access to functionalities which allow you to settle payments and finalise agreements concluded before the suspension. The remaining functionalities of the Account will be disabled. At the moment of suspension of your Account, we will provide you with the justification of such a decision by e-mail.

    12.2 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 e-mail. In particular cases indicated in the Regulation, we can end the rendering of services in a shorter period of time.

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

  13. Privacy

    13.1. We process your data in accordance with the privacy policy which is available here.

    13.2. For analytical and statistical purposes, we can process other data not indicated above, but related to your activity on MerXu Platform. 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 on www.merxu.com, subject to clause 2 below.

  2. MerXu 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 in the Site. 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.

  3. 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.

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

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

  6. In matters not regulated by these Terms and Conditions, the relevant provisions of the Civil Code, the Act on the provision of services by electronic means, Copyright Law, Industrial Property Law, the Act on combating unfair competition shall apply.

  7. Enclosures to these Terms and Conditions constitute their integral part.

  8. The Terms and Conditions have been drawn up in Polish and English language versions; in case of discrepancies, the Polish version shall prevail.

  9. 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 Wielkopolskim Centrum Arbitrażu i Mediacji Św. Marcin 24/ 402, 61-805 Poznań. Due to the fact that the mediation is voluntary, both parties should agree to dispute resolution by way of mediation.

IV ATTACHMENTS

  1. MerXu Code of Good Practice for the protection of Intellectual Property Rights

  2. Prohibited and restricted products