BigArena Fulfillment Europa s.r.o.

Seredská 4084/30

917 05 Trnava

IČO: 54736374

DIČ: 2121821867

IČ DPH: SK2121821867

Terms of Service

Data ostatniej rewizji: 28 marca 2023

Table of Contents

Definitions

Applicable Terms and Acceptance; Registration; Description of Usługi

Access to the Usługi; Your Content; Account Security

Obowiązki i gwarancje sprzedawcy

Fees and Payment

Usługi Fulfillment

Umowa o poziomie usług

Carriers

Poufność i jawność

Indemnification

Insurance

Disclaimers

Limitation of Liability

Termination

Assignment

General Provisions

1. Definitions

O ile nie zdefiniowano inaczej w niniejszej Umowie, terminy pisane wielką literą użyte w Umowie mają znaczenie określone w Załącdix A. 

2. Applicable Terms and Acceptance; Registration; Description of Usługi

2.1 Terms: BigArena Fulfillment Europa s.r.o. provides Usługi to you through our Site and the BigArena Platform. In addition to these Terms of Service, the provision of Usługi is subject to the Policies and the Pricing and Billing Policies (collectively, the “Policies”), all of which are incorporated herein by reference (collectively, the “Agreement”). If there is any conflict between the Terms of Service and the Policies, the Terms of Service shall take precedence.

2.2 AKCEPTACJA: REJESTRUJĄC KONTO LUB KORZYSTAJĄC Z USŁUG, POTWIERDZASZ, ŻE PRZECZYTAŁEŚ/AŚ, ZROZUMIAŁEŚ/AŚ ACCEPTED AND AGREED TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU ARE NOT PERMITTED TO USE THE SERVICES OR THE BIGARENA PLATFORM.

2.3 Zmiany Warunków Usługi i/lub Polityk: BigArena Fulfillment Europa s.r.o. może modyfikować niniejszą Umowę. Ke may give notice to you of any modifications, however, it is your responsibility to regularly review this Agreement. Any Order that you submit after the effective date of the modifications will be subject to the modified Agreement. If any change to the Terms of Service or Policies is unacceptable to you, you have a right to terminate the Agreement in accordance with Clause 14 of these Terms of Service.

2.4 Registration: You must register for an Account in order for BigArena Fulfillment Europa s.r.o. to provide the Usługi. As part of the registration process, you will create an administrative username and password for your Account on the BigArena Platform, and you may create additional standard users (each with a user password). By registering for an Account, you confirm that you are the minimum age legally required to register for accounts of the nature of an Account and use our Usługi in your jurisdiction of residence and each jurisdiction in which you use our Usługi. To complete the registration for your Account, you must provide us with:

Twoje pełne imię i nazwisko;

The company’s legal name;

The company’s trade or fictitious name (doing business as), if any;

The company’s tax number or identifier (if applicable);

Business address of the company’s headquarters, head office or principal place of business;

Ważny numer telefonu;

Ważny służbowy adres e-mail;

Krajów where the business is incorporated or registered to do business;

Dane identyfikacyjne spółki macierzystej lub ostatecznego beneficjenta rzeczywistego posiadającego >10% udziałów; oraz,

Wszelkie inne informacje wskazane jako wymagane przez BigArena Fulfillment Europa s.r.o.

BigArena Fulfillment Europa s.r.o. reserves the right to periodically require further information from you, and to require you to verify or update your information. If you fail to provide such further information in a timely manner or do not comply with the other requirements set out in this Clause 2 within fifteen (15) dni, BigArena Fulfillment Europa s.r.o. may reject your application for an Account or suspend or terminate the Usługi and this Agreement until BigArena Fulfillment Europa s.r.o. has received and verified the requested information.

2.5 Description of Usługi: BigArena Fulfillment Europa s.r.o.’s services (the “Usługi”) include: (a) providing technology solutions to support the receipt, counting, storage, picking and packing (“fulfillment”) of Goods pursuant to your Orders by BigArena Fulfillment Europa s.r.o. or third party fulfillment or magazyn providers (“SFN Providers”) using BigArena Fulfillment Europa s.r.o.’s WMS at BigArena Fulfillment Europa s.r.o. and SFN Provider facilities (collectively, “BigArena Facilities”); (b) providing technology solutions to support the przesyłka of the Goods by Carriers; (c) providing access to the BigArena Platform; and (d) providing all data, reports, text, images, sounds, video, and content (including any offline reports, pricing matrices, or other content made available to you through any of the foregoing), including, in each case, all modifications of or updates to such material.

3. Access to the Usługi; Your Content; Account Security

3.1 Access to the Usługi and Oprogramowanie License: Any Oprogramowanie made available to you by BigArena Fulfillment Europa s.r.o. in connection with the Usługi, including the BigArena Platform, contains BigArena Fulfillment Europa s.r.o.’s Intellectual Property and confidential information that is protected by applicable intellectual property laws and this Agreement. BigArena Fulfillment Europa s.r.o. grants you a non-transferable, non-sublicensable and non-exclusive right and license (“License”) to use the Oprogramowanie solely in connection with the Usługi during the term of this Agreement, provided that you shall not (and shall not allow any third party to) copy, modify, publish, distribute, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, license, sublicense, or otherwise attempt to transfer any right in any Oprogramowanie. You agree not to access the Usługi by any means other than through the interface that is provided by BigArena Fulfillment Europa s.r.o.. Any rights not expressly granted herein are reserved. BigArena Fulfillment Europa s.r.o. does not license or grant the right to use any trademark of BigArena Fulfillment Europa s.r.o. or any third party. The License may be terminated immediately if you fail to comply with this Clause 3.1 or any other term of this Agreement, or if BigArena Fulfillment Europa s.r.o., acting reasonably, forms the view that there is a risk that you have not complied with this Clause 3.1, or any other provision of this Agreement, and shall, in any event, terminate upon the termination or expiration of this Agreement.

3.2 Your Content: You are solely responsible for all data, information, feedback, suggestions, text, content, and other materials, including Personally Identifiable Information, that you upload, post, deliver, provide, transmit, or otherwise make available to BigArena Fulfillment Europa s.r.o. in connection with your use of the Usługi (including material you upload to the BigArena Platform) (“Your Content”). You agree that BigArena Fulfillment Europa s.r.o. shall not be liable for any delay, loss, damage or costs as a result of any inaccuracy in Your Content, including Personal Information. You retain all rights, title and interest in and to Your Content, other than the limited rights expressly granted to BigArena Fulfillment Europa s.r.o. in this Agreement and/or as reasonably needed to carry out the Usługi. BigArena Fulfillment Europa s.r.o. has the right, but not the obligation, to monitor Your Content. You further agree that, if the Content is not compliant with this Agreement (including any Policies), BigArena Fulfillment Europa s.r.o. may remove or disable Your Content at any time. You confirm, warrant and represent that you own all of Your Content and/or have obtained all such permissions, releases, rights, or licenses as are required to enable you to engage in your posting and all other activities associated with the Usługi, for BigArena Fulfillment Europa s.r.o. to Process Your Content and for BigArena Fulfillment Europa s.r.o. to perform its obligations and exercise its rights under this Agreement. You further confirm, warrant and represent that Your Content does not, and will not, violate, infringe or misappropriate any third party’s Intellectual Property or privacy rights, and that Your Content does not contain any material that is defamatory, obscene, violent, threatening, abusive, tortious, offensive, harassing or otherwise unlawful.

3.3 Use and Modification of Your Content: You grant BigArena Fulfillment Europa s.r.o. a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable right and license to access, collect, copy, use, store, host, transmit, modify, distribute, display, disclose, and otherwise process (“Process”) Your Content: (a) to the extent necessary to provide the Usługi pursuant to the Agreement; (b) in connection with internal operations and functions, including operational analityka and reporting, financial reporting and analysis, product or Service improvement or development, audit functions, and archival purposes; (c) to communicate with you about the Usługi or BigArena Fulfillment Europa s.r.o.’s other products and services; and (d) on an aggregate and anonymous basis for marketing and other lawful purposes.

3.4 Personal Information: To the extent BigArena Fulfillment Europa s.r.o. Processes Your Content that constitutes Personal Information in the provision of the Usługi to you, BigArena Fulfillment Europa s.r.o. and you will comply with the obligations set forth in BigArena Fulfillment Europa s.r.o.’s Data Processing Agreement (“DPA”), which is found here and is incorporated into this Agreement by reference. BigArena Fulfillment Europa s.r.o. will process such Personal Information in accordance with the DPA.

3.5 Poufność konta: Ponosisz wyłączną odpowiedzialność za zachowanie poufności swojego loginu, hasła, Twojr Content and Account, and for all activities that occur under your login or Account, except to the extent a failure to maintain confidentiality or any activity conducted under your login or Account is caused by BigArena Fulfillment Europa s.r.o. or its employees. For support purposes, designated BigArena Fulfillment Europa s.r.o. employees have the ability to access your Account. This access includes but is not limited to production data, including Personal Information,within the panel and data storage locations. This access is audited on a regular basis as a part of BigArena Fulfillment Europa s.r.o.’s internal audit processes.

3.6 Security Acknowledgement: You understand that the operation of the Usługi, including Your Content, may be unencrypted and transmitted over various networks, changed to conform and adapt to technical requirements of connecting networks or devices, and transmitted to BigArena Fulfillment Europa s.r.o.’s third-party vendors and hosting partners to provide the necessary hardware, oprogramowanie, networking, storage, and related technology required to operate and maintain the Usługi. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection, and backup of Your Content. Unless and to the extent that it was directly caused by BigArena Fulfillment Europa s.r.o.’s negligence, BigArena Fulfillment Europa s.r.o. shall not be liable for unauthorized access to or use of Your Content, or any corruption, deletion, destruction, or loss of any of Your Content.

3.7 Maintenance and Security of Equipment: You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Usługi, including hardware, oprogramowanie, network and telephone services. You shall also be responsible for maintaining the security of your equipment and ancillary services, your Account, passwords (including administrative and user passwords), files and for all uses of your Account or your equipment and ancillary services.

4. Obowiązki i gwarancje sprzedawcy

4.1 Use of Usługi: Subject to the terms and conditions of this Agreement, you may access and use the Usługi only for lawful purposes. All rights, title, and interest in and to the Usługi (including all Intellectual Property relating to the Usługi and in the BigArena Platform) will remain with and belong exclusively to BigArena Fulfillment Europa s.r.o.. You shall not: (a) sublicense, resell, rent, lease, transfer, assign, timeshare, or otherwise commercially exploit or make the Usługi available to any third party; (b) use the Usługi in any unlawful manner (including without limitation in violation of any data, privacy, or export control laws) or in any manner that interferes with or disrupts the integrity, security or performance of the Usługi; (c) allow any unauthorized person to access your BigArena Fulfillment Europa s.r.o. Account; or (d) modify, adapt, or hack the BigArena Platform, or otherwise attempt to gain unauthorized access to the BigArena Platform, or related systems and networks. You shall comply with any codes of conduct, policies, or other reasonable notices BigArena Fulfillment Europa s.r.o. provides to you or publishes in connection with the Usługi, and you shall promptly notify BigArena Fulfillment Europa s.r.o. if you learn of a potential security or privacy breach related to the Usługi. To the extent applicable to the Usługi, as defined in FAR section 2.101, oprogramowanie and documentation installed by BigArena Fulfillment Europa s.r.o. on your equipment (if applicable) are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer oprogramowanie” and “commercial computer oprogramowanie documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial oprogramowanie or commercial oprogramowanie documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

4.2 International Trade Compliance Representations: You represent and warrant that neither you nor any of your agents or customers are (a) located, organized, or resident in any country or territory that is subject to comprehensive U.S. trade sanctions (including as of the date of updating these Terms of Service, Belarus, Cuba, Iran, North Korea, Russia, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine); (b) a person or entity named on the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) List of Specially Designated Nationals and Blocked Persons (the “SDN List”) or any comparable list of sanctioned parties issued by the United States, Wielka Brytania, or Unia Europajska; (c) acting on behalf of any sanctioned person or entity; or (d) owned or controlled by any sanctioned person or entity. You further represent that you do not have any business or financial dealings (directly or indirectly) in any sanctioned country or territory or with any sanctioned person or entity. You agree to comply with all applicable international trade laws and regulations, including without limitation the U.S. Export Administration Regulations, UK Export Control Order (2008), the EU Dual Use Regulation (EC Regulation No. 428/2009), and trade and economic sanctions administered by the Wielka Brytania, the Unia Europajska, and the United States (collectively, “Trade Laws”). You understand and acknowledge that you are responsible for your own compliance with all applicable Trade Laws. You agree that you will not use the Usługi to export, directly or indirectly, any items to any destination, entity, or person unless authorized under applicable Trade Laws, and you will not cause BigArena Fulfillment Europa s.r.o. to directly or indirectly violate any Trade Laws. You will promptly notify BigArena Fulfillment Europa s.r.o. if you become aware that you are in breach of the representations in this provision. In the event of actual or suspected noncompliance with such regulations you further agree that BigArena Fulfillment Europa s.r.o. may immediately suspend any and all Usługi to you, and that BigArena Fulfillment Europa s.r.o. shall have no liability for przesyłki which are canceled or otherwise suspended due to actual or suspected noncompliance with these regulations.

4.3 Wysyłka and Legal Requirements: It is your expressly assumed obligation to ensure that your documentation and the instructions you provide (or are required to provide under this Agreement or pursuant to applicable law) specifically, separately, and correctly addresses any Legal Requirements (as defined below in this Clause 4.3) related to your Goods and the wysyłka requirements applicable to such Goods. The term “Legal Requirements” shall mean all present and future laws, statutes, ordinances, requirements, orders, directions, rules, and regulations of any kind or nature, whether statutory or common law, including all environmental and safety laws, customs, GST and VAT laws and regulations issued or enforced by any federal, state, provincial, or local authority or agency, which govern or apply in any way to your Goods or Goods provided by you or the wysyłka requirements applicable to such Goods that arise under this Agreement. To the extent there are Legal Requirements or requirements for storage or handling related to any Goods that are the subject of an Order and about which BigArena Fulfillment Europa s.r.o. must know and with which it must comply in order to properly perform the Usługi or otherwise meet its obligations under and pursuant to this Agreement, you shall make BigArena Fulfillment Europa s.r.o. aware of any and all such Legal Requirements in writing prior to you requiring Usługi to which such Legal Requirements apply; and in respect of new Legal Requirements introduced after you register for an Account, no less than sixty (60) dni prior to the enactment of such Legal Requirements, particularly to the extent such Legal Requirements relate specifically to the safeguarding, receiving, storing, and handling of the Goods. If compliance with any Legal Requirement(s) prevents BigArena Fulfillment Europa s.r.o. from performing the Usługi, or materially increases BigArena Fulfillment Europa s.r.o.’s costs in performing such Usługi, BigArena Fulfillment Europa s.r.o. may choose to suspend performance of the Usługi without liability to you, or be reimbursed for any additional costs associated with compliance or resulting from non-compliance. Additionally, if at any time while performing Usługi for you, BigArena Fulfillment Europa s.r.o. becomes aware of your failure to comply with any Legal Requirements, BigArena Fulfillment Europa s.r.o. may either immediately suspend Usługi until such non-compliance is rectified or terminate this Agreement by notice with immediate effect.

4.4 Your Goods: You represent, warrant, and covenant that: (a) you have the legal power to enter into and perform your obligations under this Agreement and the person binding you to this Agreement on your behalf has been duly authorized to do so; (b) you are the legal owner of the Goods, including any underlying Intellectual Property rights, and/or have lawful possession of the Goods and have the sole legal right to store and thereafter direct the release and/or dostawa of the Goods; (c) there are no potential health, safety, or environmental hazards associated with the Goods or with performance of the Usługi in relation to the Goods; (d) the Goods are not mislabeled, misbranded, adulterated (including adulteration by any insect or other hazardous infestation); (e) the information set forth on any przesyłka or dostawa document, including information as to count, weight, description, and condition of the Goods, is accurate and complete and may be relied upon by BigArena Fulfillment Europa s.r.o.; (f) the Goods do not comprise any items which are prohibited by the applicable Prohibited and Restricted Items Policy for the region in which the Goods will be received, stored or shipped; (g) the Goods are in compliance with BigArena Fulfillment Europa s.r.o.’s Dangerous Goods / HAZMAT Policy; (h) your activities related to the promotion, sale, and distribution of the Goods comply with all applicable laws; and (i) your Goods do not violate the Policies or any applicable laws (including but not limited to the 1938 Food, Drug and Cosmetic Act (as amended) enforced by the U.S. Food and Drug Administration, the Therapeutic Goods Act (1989) (Cth) and Regulations and the Therapeutic Goods Administration, the Food Standards Australia New Zealand Act (1991) (Cth), Food Standards Australia New Zealand (FSANZ), laws enforced by the europejski Medicines Agency or the europejski Food Safety Autority, or laws enforced in the UK relating to the relevant Goods concerned, if applicable), nor do they contain or comprise of any of the following: (i) products that exploit or abuse children, including images or depictions of child abuse or sexual abuse, or that present children in a sexual manner; (ii) products that promote hate, violence, or discrimination against people based on race, ethnicity, color, national origin, religion, age, gender, sexual orientation, disability, medical condition, or veteran status; (iii) products that contravene, or that facilitate, or promote activities that contravene, the laws or regulations of the jurisdictions in which you operate or do business or to which your product is to be shipped or stored, including the jurisdictions in which nasz magazyny are holding any of Twoje produkty in stan magazynowy; (iv) products that infringe or may infringe on the patent, copyright, trademark, or other Intellectual Property rights or privacy rights of others; (v) products which contain or which are intended to transmit viruses or other malware or which are designed or intended to illegally or in an unauthorized manner gain entry to, harm, or disrupt the data or operation of our or a third party’s computing devices, networks, systems, infrastructure, or the like; (vi) products that contain personally identifiable information or confidential information, such as, but not limited to, credit card numbers, confidential national ID numbers, account passwords, medical records, employment records or the like, unless you comply with the DPA and have prior written consent from the person to whom the information belongs or who is otherwise authorized to provide such consent; (vii) products that promote self-harm; or (viii) products that imply or promote support or funding of, or membership in, a terrorist organization.

4.5 Rejected Goods: If you do not strictly meet the compliance obligations of Clause 4.4, BigArena Fulfillment Europa s.r.o. może, w its sole discretion, either reject your Goods, immediately suspend Usługi for such Goods, quarantine your Goods, or immediately terminate this Agreement by notice to you. Any Goods rejected, quarantined, or for which Usługi have been suspended shall be “Rejected Goods”. You may be required to reimburse BigArena Fulfillment Europa s.r.o. for the labor costs incurred to process, remove or package your Rejected Goods. Additionally, in the event the Rejected Goods cause damage to BigArena Fulfillment Europa s.r.o. Facilities, other BigArena Fulfillment Europa s.r.o. merchant’s Goods or any other third party’s property, you will be liable for the direct and indirect costs and expenses incurred by BigArena Fulfillment Europa s.r.o. and/or any third party as a result. This may include the costs incurred for storage and transportation of the Rejected Goods, storage and transportation of other affected Goods and/or third party property, return or destruction of the Rejected Goods, delay or non-przesyłka of any affected Goods, replacement of any affected Goods or third party property, pest control, hazard remediation and/or cleaning of BigArena Fulfillment Europa s.r.o. Facilities, legal costs in the event of an investigation into or court proceedings arising from the damage caused by the Rejected Goods, and any other reasonably incurred expenses caused by your failure to meet any of the above compliance obligations. IF YOU DO NOT REMOVE THE REJECTED GOODS WITHIN THIRTY (30) DAYS OF RECEIVING A REQUIRED REMOVAL NOTICE, BIGARENA FULFILLMENT EUROPE S.R.O. MAY DISPOSE OF THE INVENTORY LISTED IN THE REQUIRED REMOVAL NOTICE AND MAY CHARGE YOU A REASONABLE DISPOSAL FEE. YOU SHALL NOT BE ENTITLED TO ANY DAMAGES OR REIMBURSEMENT FOR THE VALUE OF GOODS DISPOSED OF BY BIGARENA FULFILLMENT EUROPE S.R.O. IF YOU DO NOT PROMPTLY REMOVE THE GOODS UPON BIGARENA FULFILLMENT EUROPE S.R.O.’S WRITTEN REQUEST IN ACCORDANCE WITH THIS CLAUSE.

4.6 Import Compliance: You shall comply with all applicable laws and regulations relating to, and bear all costs and responsibilities associated with, importing your Goods into another country or territory, including all customs, duty VAT/GST laws and regulations relating to the import of the Goods as well as determining proper tariff classification and country of origin of Goods and whether Goods qualify for administrative exemptions such as those provided under 19 USC 1321. You shall deliver the Goods Delivered Duty Paid (DDP) to BigArena Fulfillment Europa s.r.o. Facilities, with all duties and taxes paid, released for free circulation and free of any encumbrances. You shall not identify BigArena Fulfillment Europa s.r.o. as the consignee, importer of record, or the merchant of record. Beneficial title and interest to all Goods shall always remain with you, even when the Goods are stored at a BigArena Fulfillment Europa s.r.o. Facility. You are solely responsible for ensuring that: (a) the transport and dostawa of your Goods by BigArena Fulfillment Europa s.r.o. or a Carrier pursuant to any Order does not contravene any applicable import or export control laws or sanctions; (b) all import and export licenses necessary for the import and export of your Goods pursuant to any Order are in place; (c) all customs duties necessary for the import and export of your Goods pursuant to any Order are paid prior to any deadlines; and (d) BigArena Fulfillment Europa s.r.o. is provided in good time with any documentation necessary or desirable to evidence compliance with import, export and customs requirements and to enable the efficient dostawa of the Usługi by BigArena Fulfillment Europa s.r.o.. Notwithstanding anything else in this Agreement, BigArena Fulfillment Europa s.r.o. shall be under no obligation to transport or deliver your Goods if it reasonably believes or suspects such actions would be in contravention of any applicable import or export laws or sanctions.

4.7 Oszukańcze zamówienia: Ponosisz wyłączną odpowiedzialność za ochronę przed oszustwami i opłacenie wszystkich opłat związanych z oszukadulent Orders, regardless of whether the Goods are delivered.

5. Fees and Payment

5.1 Opłaty: O ile nie określono inaczej w Twoim panelu cenowym, zobowiązujesz się do uiszczania opłat określonych w Polityce cen i rozliczeńlicies.

5.2 Changes to Fees: You acknowledge and agree that due to the nature of the Usługi, the Fees may be subject to change. BigArena Fulfillment Europa s.r.o. may pass through to you any GRI or other Carrier surcharges charged by Carriers in relation to fuel, dangerous goods, Peak Season, and other carrier surcharges, and BigArena Fulfillment Europa s.r.o. agrees to use commercially reasonable efforts to provide fifteen (15) dni prior written notice of any such increases. Notwithstanding the foregoing, in the event any of our Carriers are impacted by a Force Majeure Event, if Carriersimpose surcharges, BigArena Fulfillment Europa s.r.o. will pass through such surcharges and provide the same notice, if any, that BigArena Fulfillment Europa s.r.o. receives. BigArena Fulfillment Europa s.r.o. may, in its discretion, change other Fees upon thirty (30) dni’ prior written notice to you. Any Fee changes will only apply to Orders completed after the effective date of such change. Your continued use of the Usługi following the effective date of any Fee increase will mean you accept and agree to pay the increased Fees. If any change to the Fees is unacceptable to you, you have the right to terminate the Agreement in accordance with Clause 14 of these Terms of Service.

5.3 Pricing Quotations: Pricing quotations accepted through the BigArena Platform are estimates based on the best information available to BigArena Fulfillment Europa s.r.o. at the time. All monetary amounts stated in this Agreement and the Site will be in US dollars, unless otherwise specified. The Fees you will be required to pay will depend on a number of factors including the quantity and nature of the Goods for fulfillment, dostawa locations and Carrier Charges. BigArena Fulfillment Europa s.r.o. does not accept liability for any Carrier wysyłka rate discrepancies due to inaccurate or incomplete information provided by you, including incorrect dimensions or weight.

5.4 Reimbursement of Taxes, Chargebacks, and Related Fees: You acknowledge that you are responsible for, and agree to reimburse BigArena Fulfillment Europa s.r.o. for, all sales taxes, transportation taxes, reversals, chargebacks, claims, fees, fines, penalties and other liabilities which may be incurred by BigArena Fulfillment Europa s.r.o. and its subcontractors (including Carriers), as applicable in connection with the Usługi. The aforementioned charges shall be posted to your Account within fifteen (15) dni of BigArena Fulfillment Europa s.r.o.’s knowledge of such charges. Carrier and retail chargebacks may be subject to additional administrative fees as specified in the Policies.

5.5 Exclusive of International CDT and Transaction Taxes: Customs, duties and taxes (“CDT”) on any international przesyłka charged by a Carrier, customs officials, or other governmental agencies are your sole responsibility and will be charged back to you regardless of whether they were or were not in the initial estimate, or whether the Order was or was not delivered. You acknowledge and agree that all Fees, charges, and any other amounts charged by BigArena Fulfillment Europa s.r.o. to you are exclusive of all applicable value added, sales/use or stan magazynowy, CDT, and service taxes such as Goods and Usługi Tax (as that term is defined in the A New Tax System (Goods and Usługi Act) 1999 (Cth))(“Transaction Taxes”) which may be levied in connection with the Usługi. You are liable for all Transaction Taxes regardless of the jurisdiction in which they arise. If BigArena Fulfillment Europa s.r.o., in its sole discretion, pays any Transaction Taxes to a government authority on your behalf as a result of your failure to do so or your failure to properly submit compliance documentation (including improperly naming BigArena Fulfillment Europa s.r.o. as the consignee, importer of record or merchant of record), you will promptly reimburse BigArena Fulfillment Europa s.r.o. for all such amounts paid.

5.6 Payment Options: BigArena Fulfillment Europa s.r.o. offers you convenient payment online using the following methods: bank transfer & ACH (free), credit card (subject to additional service fees), or wire transfer (subject to standard bank fees). Payment processing is provided by Stripe. By agreeing to this Agreement or continuing to utilize our Usługi, you agree (a) to be bound by the Stripe Connected Account Agreement, as modified by Stripe from time to time and (b) to authorize BigArena Fulfillment Europa s.r.o. to share business and transaction information (including customer data) with Stripe for the purpose of facilitating and processing payments.

5.7 Forecast compliance Fee: Customers who declared volume for a calendar month (hereinafter referred to as the (“Settlement period”) or a concrete number of parcels, which is higher than 5,000 orders miesięcznie are agreeing to a "Forecast compliance Fee", which Big Arena has with all partnering kurierzy.

 W przypadku rozbieżności między zadeklarowaną ilością a faktyczną ilością w danym okresie rozliczeniowd, the Parties agree on the following conditions regarding the adjustment of remuneration due to the Operator.

1) w przypadku realizacji Usług głównych poniżej 30,00% zadeklarowanej ilości Operator obciąży Klienta with a surcharge for every Shipment in the amount of 45.00% of the total fee for a single Parcel,

 2) w przypadku realizacji Usług głównych poniżej 50,00% zadeklarowanej ilości Operator obciąży Klienstomer with a surcharge for every Shipment in the amount of 35.00% of the total fee for a single Parcel.

 

3) w przypadku realizacji Usług głównych poniżej 80,00% zadeklarowanej ilości Operator obciąży Klienta with a surcharge for every Shipment in the amount of 15.00% of the total fee for a single Parcel.

5.8 Abandoned Account and Liquidation: Failure to promptly pay Fees is a material breach of this Agreement. BigArena Fulfillment Europa s.r.o. will notify you via the BigArena Platform and your registered email address that your Fees are overdue. If your Fees (or any other amounts owed to BigArena Fulfillment Europa s.r.o. or Carriers) remain unpaid for more than thirty (30) dni after notification they are overdue, BigArena Fulfillment Europa s.r.o. reserves the right, at our sole discretion, to terminate this Agreement or suspend our performance of Usługi. If the Service Fees remain unpaid for more than sixty (60) dni after being notified by BigArena Fulfillment Europa s.r.o., then BigArena Fulfillment Europa s.r.o. will automatically reclassify your Account as an “Abandoned Account.” TO THE FULLEST EXTENT PERMITTED BY LAW, UPON AN ACCOUNT BECOMING AN ABANDONED ACCOUNT, ALL RIGHTS TO OWNERSHIP OF THE ACCOUNT BALANCE AND YOUR GOODS WILL, SUBJECT TO BIGARENA FULFILLMENT EUROPE S.R.O. PROVIDING ANY NOTICES REQUIRED BY LAW, IMMEDIATELY BE FORFEITED BY YOU TO BIGARENA FULFILLMENT EUROPE S.R.O.. SUBJECT TO BIGARENA FULFILLMENT EUROPE S.R.O. COMPLYING WITH THE REQUIREMENTS OF ANY APPLICABLE LAW, GOODS WILL BECOME IMMEDIATELY AND IRREVOCABLY UNAVAILABLE TO YOU, AND LIQUIDATION PROCEEDINGS WILL BEGIN. Subject to BigArena Fulfillment Europa s.r.o. complying with its obligations under applicable statutes: (a) you agree that BigArena Fulfillment Europa s.r.o. will be free and clear of any liability to you for such Goods; (b) you assume any liability for the Goods in the event of such liquidation; and (c) you remain liable for any Fees above and beyond the amount recoverable from the proceeds of liquidation of the Goods.

6. Usługi Fulfillment

6.1 Inbound Shipment Instructions: Prior to any inbound przesyłka of Goods arriving at a BigArena Fulfillment Europa s.r.o. Facility, you must follow BigArena Fulfillment Europa s.r.o.’s Magazyn Receiving Order (“WRO”) instructions to provide BigArena Fulfillment Europa s.r.o. with digital bills of lading through the BigArena Platform and schedule an appointment for inbound freight przesyłki (non-parcel) prior to their arrival at a BigArena Fulfillment Europa s.r.o. Facility. All inbound przesyłki shall be properly labeled and clearly identify the units and quantities of carton, case, or master case. Any inbound stan magazynowy received that does not follow the WRO instructions as determined by BigArena Fulfillment Europa s.r.o. will be classified as an Unidentified Receiving Order (“URO”) falling subject to the URO Policy (which includes delays and additional Fees set out in that policy).

6.2 Weryfikacja i inspekcja: Zgodnie z BigArena Fulfillment Europa s.r.o.’s Polityką operacji i błędów, BigArena Fulfillment Europa s.r.o. może, w its sole discretion, verify the quantity of the Goods and inspect for any damage. You acknowledge and agree that BigArena Fulfillment Europa s.r.o. has no obligation to verify the quantity, content, condition, or quality of the Goods delivered for storage and/or dostawa. BigArena Fulfillment Europa s.r.o. may reject storing and/or delivering any Goods that BigArena Fulfillment Europa s.r.o. deems, in its reasonable opinion, to be violative of BigArena Fulfillment Europa s.r.o. Policies, to be improperly labeled or packaged (and so a URO), that appear to contain any hazardous or illegal material, or that appear to be adulterated (including adulteration by any insect or other hazardous infestation).

6.3 Zaległe i oczekujące zamówienia: Jeśli istnieją jakiekolwiek zaległe lub oczekujące zamówienia, które muszą być zrealizowane w trybie of priority (“Priority Order”), you shall notify BigArena Fulfillment Europa s.r.o. of the Priority Order(s) and the requested timeline for the processing of such Orders. BigArena Fulfillment Europa s.r.o. will use its reasonable efforts to fulfill your request. BigArena Fulfillment Europa s.r.o. cannot guarantee that your request for Priority Order(s) will be fulfilled.

6.4 Returns: All non-Carrier related returns (international and domestic) must follow the Return Policy. You shall be solely responsible for any Fees and any additional Carrier fees, including without limitation wysyłka, brokerage, or obsługa zwrotów fees, for Goods that are returned to a BigArena Fulfillment Europa s.r.o. Facility for any reason whatsoever. Custom returns may be rejected and/or subject to additional fees.

6.5 BigArena Fulfillment Europa s.r.o. is Not Liable for International Returns: International przesyłki that are not delivered are often returned by the Carrier and assessed for return wysyłka, brokerage and obsługa zwrotów Carrier fees. Such fees will be payable by (and are billed through to you by the Carrier (often without notice)). BigArena Fulfillment Europa s.r.o. will make reasonable efforts to circumvent international returns or abandoned stan magazynowy at your request; however, BigArena Fulfillment Europa s.r.o. reserves the right to charge you fees up to the value of the original Carrier wysyłka cost plus a fifteen percent (15%) administrative fee. If a tariff is not available, BigArena Fulfillment Europa s.r.o. will either put Orders on hold until tariff information is available or override the Order with no liability to BigArena Fulfillment Europa s.r.o..

6.6 Transfery między obiektami BigArena Fulfillment Europa s.r.o.: Zgadzasz się, że BigArena Fulfillment Europa s.r.o. moay, in its reasonable discretion, transfer your Goods at any time to another BigArena Fulfillment Europa s.r.o. Facility in order to optimize its fulfillment network. You will be notified in writing via your Account where such transfer occurs, so that you have clear oversight of the location of your Goods and the BigArena Fulfillment Europa s.r.o. Facility from which they will be dispatched to your customers.

6.7 Ograniczony dostęp do obiektów BigArena Fulfillment Europa s.r.o.: Ponieważ Twoje towary mogą być przechowywane wraz z towarods of other merchants, you are not permitted to enter BigArena Fulfillment Europa s.r.o.’s Facilities or access your Goods in a BigArena Fulfillment Europa s.r.o. Facility, without reasonable advance notice and prior express written consent from BigArena Fulfillment Europa s.r.o. and the SFN Provider. If you are granted access to a BigArena Fulfillment Europa s.r.o. Facility, you will be monitored during the access period, and your access can be terminated if BigArena Fulfillment Europa s.r.o. or the SFN Provider determines, in its reasonable discretion, that your access may present a safety risk to any person or property, that your access unreasonably interferes with the operations of the BigArena Fulfillment Europa s.r.o. Facility, or if you otherwise fail to observe any site rules or requirements of the BigArena Fulfillment Europa s.r.o. Facility.

6.8 Magazynier’s Zastaw: Zgadzasz się i potwierdzasz, że BigArena Fulfillment Europa s.r.o. obiekty utrzymują faktyczny lub dorozumiany ogólny znd continuing magazynman’s lien and security interest (under the UCC, in respect of Goods located in the United States, under this contractual right, and under any similar statute or common law rights applicable in any other jurisdiction in which Goods are located in a BigArena Fulfillment Europa s.r.o. Facility) for all Goods in such BigArena Fulfillment Europa s.r.o. Facility’s possession or control, regardless of whether a specific receipt is issued, to cover all charges, expenses, costs, and Fees set forth in this Agreement. In the event a BigArena Fulfillment Europa s.r.o. Facility is required to exercise a lien or security interest, you shall be responsible for all necessary and reasonable costs incurred to enforce the lien or security interest including reasonable attorneys’ fees. You will execute any and all agreements and documents so that the BigArena Fulfillment Europa s.r.o. Facility may obtain, perfect, and maintain the lien rights and security interest in the Goods. You will also execute any and all documentation to permit BigArena Fulfillment Europa s.r.o. to perfect the liens.

6.9 Temperatura i wilgotność: BigArena Fulfillment Europa s.r.o. nie oświadcza, nie gwarantuje ani nie zapewnia, żey BigArena Fulfillment Europa s.r.o. Facility will maintain a specific temperature range or humidity level, nor shall BigArena Fulfillment Europa s.r.o. be liable for any fluctuations.

7. Umowa o poziomie usług

7.1 BigArena Fulfillment Europa s.r.o. SLAs: BigArena Fulfillment Europa s.r.o.’s umowy o poziomie usług (“SLAs”) można znaleźć pod następującg link: Turnaround Times, Policies, and SLAs.

7.2 Peak Season SLA Increases and Promotion and Bulk Orders: BigArena Fulfillment Europa s.r.o.’s SLAs mogą się zmieniać w szczycie sezonu o nieification. BigArena Fulfillment Europa s.r.o. may also vary SLAs based on volume. Please review and use the Promotion and Bulk Order Upload Form for expected spikes in order volume.

7.3 SLA Exclusions: SLAs shall not apply: (a) to Orders received on BigArena Fulfillment Europa s.r.o. Holidni; (b) for Goods not currently in stock; (c) for improperly labelled Goods stan magazynowy; (d) to Orders where volume forecasts (per Orders or unit of Good) have not been timely provided; (e) to Orders where the volume per BigArena Fulfillment Europa s.r.o. Facility exceeds 20% of the prior thirty (30) day average number of Orders shipped for you from that respective BigArena Fulfillment Europa s.r.o. Facility; (f) to Orders where the volume exceeds the daily forecast allocation for you in relation to the relevant BigArena Fulfillment Europa s.r.o. Facility (if provided in advance by BigArena Fulfillment Europa s.r.o.); (g) to Orders received during a Force Majeure Event; (h) to cross-border przesyłki; (i) to Orders received while invoices payable by you are past due; (j) to Orders received during an stan magazynowy cycle count or additional physical inventories conducted at your request; (k) when you have failed to provide updated or accurate information regarding Goods on the BigArena Platform or to BigArena Fulfillment Europa s.r.o.; (l) where you have made errors when inputting data in relation to the Goods; (m) when Orders are materially affected by the negligent act or omission of a third-party under your actual or constructive control; and (n) to Orders received within the first thirty (30) dni of BigArena Fulfillment Europa s.r.o. commencing fulfilling Orders for you.

8. Carriers

8.1 Carrier Relationships: You understand and agree that BigArena Fulfillment Europa s.r.o. does not carry your Goods and the BigArena Platform connects you with Carriers who are responsible for the actual performance of the carriage of your Goods. In the BigArena Platform, you will choose your preferred przesyłka option which may identify either a specific carrier or the expected speed of dostawa (i.e., overnight, two-day, standard) and corresponding rates for przesyłka. BigArena Fulfillment Europa s.r.o. will use commercially reasonable efforts to select the lowest cost method to ship your Goods that complies with the przesyłka option you have chosen. If you choose a specific carrier to perform the dostawa, and the carrier you select either cannot service the Goods or cannot provide the service for another reason (for example, due to a strike or work stoppage), or if BigArena Fulfillment Europa s.r.o. is unable to purchase the wysyłka label for the carrier due to the specified carrier’s technical difficulties, BigArena Fulfillment Europa s.r.o. will use commercially reasonable efforts to choose an appropriate alternative carrier for the affected przesyłka. BigArena Fulfillment Europa s.r.o. does not act as your agent in respect of any aspect of this Agreement including the engagement of any Carrier. To the extent that BigArena Fulfillment Europa s.r.o. does arrange for the transportation of przesyłki of Goods by Carriers in the United States, BigArena Fulfillment Europa s.r.o.’s performance will be in the capacity of a property broker (USDOT# 3883843 and MC 1425765), such other license or permit as may be required, or as Merchant’s agent.

8.2 Carrier Claims: If you make a claim for loss or damage against a Carrier for a przesyłka arranged through BigArena Fulfillment Europa s.r.o., BigArena Fulfillment Europa s.r.o. will help facilitate the filing of the claim. All such claims shall be subject to the Carrier’s standard bill of lading or seaway bill terms of carriage and BigArena Fulfillment Europa s.r.o.’s Lost in Transit and Damage Claims Policy.

8.3 Carrier Performance: BigArena Fulfillment Europa s.r.o. will use commercially reasonable efforts to facilitate each Carrier’s agreement to ensure that the Carrier: (a) has the necessary approvals, authorities, and licenses to provide the wysyłka services; (b) will comply with all federal, state, provincial, and local laws, regulations, and ordinances including safety laws and regulations; and (c) will maintain insurance as required by law and customary cargo liability insurance. You acknowledge that BigArena Fulfillment Europa s.r.o. makes reasonable efforts to determine the suitability of the Carrier but is not able to guarantee the standard of performance in relation to the carriage and the dostawa of your Goods and is not able to guarantee the Carriers’ compliance with applicable laws or regulations.

8.4 Shippable Addresses: You are solely responsible for the accuracy and deliverability of the wysyłka address provided to BigArena Fulfillment Europa s.r.o. in respect of your Order (“Nominated Address”). BigArena Fulfillment Europa s.r.o. has no obligation to verify the Nominated Address. If the Goods cannot be delivered to the Nominated Address, you grant BigArena Fulfillment Europa s.r.o. the right to share your contact information with the Carrier to contact you for further instructions. If BigArena Fulfillment Europa s.r.o. provides an Order wysyłka estimate based on the Nominated Address and dostawa failed due to the Nominated Address being inaccurate, incomplete, or undeliverable for any reason, you must pay any costs or expenses incurred by BigArena Fulfillment Europa s.r.o. relating to the return of Goods to BigArena Fulfillment Europa s.r.o.’s magazyn, redostawa, and additional storage as a result of a failed dostawa. For the avoidance of doubt, examples of discrepancies include, but are not limited to, incomplete addresses, incorrect addresses, undeliverable addresses, commercial/residential address status, and rural address status.

9. Poufność i jawność

9.1 Informacje poufne: Ty i BigArena Fulfillment Europa s.r.o. opracowaliście pewne poufne i zastrzeżonoprietary information (“Confidential Information”) including financial statements, financing documents, trade secrets, new products, copyrights, computer oprogramowanie, documentation, specifications, systems, hardware, concepts, designs, configurations, schedules, costs, performance features, techniques, copyrighted matter, patentable and patented inventions, plans, methods, drawings, data, tables, calculations, documents or other paperwork, computer program narratives, flow charts, source and object codes, business and marketing plans, dealings, arrangements, objectives and locations. Confidential Information shall only include such information which is either explicitly designated as “confidential” at the time of disclosure or by its nature is reasonably identifiable as confidential. For purposes of this Agreement, a party disclosing the Confidential Information is the “Discloser” and a party receiving the Confidential Information is the “Recipient.” Confidential Information shall not, however, include any information that Recipient can establish: (a) was publicly known or made generally available without a duty of confidentiality prior to the time of disclosure to Recipient by Discloser; (b) becomes publicly known or made generally available without a duty of confidentiality after disclosure to Recipient by Discloser through no action or inaction of Recipient; (c) is in the