General Terms and Conditions for Sellers

Parties

These General Terms and Conditions for Sellers (the “Seller Terms”) are concluded between:

the Operator: Arnaud Poullet, a natural person acting as a self-employed person on a complementary basis, whose place of business is located at Avenue de Tervueren 99, 1040 Etterbeek, registered with the Crossroads Bank for Enterprises under number 1039.745.968, VAT number BE 1039.745.968 (hereinafter the “Operator” or the “Platform”);

and

the Seller: any natural or legal person who registers on the Platform as a seller (farmer, producer, artisan or partner shop) in order to offer their products for sale there (hereinafter the “Seller”).

These Terms govern the relationship between the Operator and the Seller. The Seller accepts them electronically upon registration (Article 14); in the absence of acceptance, the Seller may not offer products on the Platform. The Operator and the Seller are hereinafter referred to together as the “Parties” and individually as a “Party”.

The Seller's identification information (company name or name, legal form, address, enterprise number, VAT number and regime, contact details and legal representative) is provided by the Seller upon registration and stored in their space on the Platform; it forms an integral part of the contract without it being necessary to reproduce it in this document.

Article 1. Purpose

The purpose of this contract (the “Seller Terms”) is to define the conditions under which the Operator makes the Platform available to the Seller so that the latter may offer and sell their products to customers (“Buyers”) for on-site collection.

Nature of the relationship. The Operator acts exclusively as a technical intermediary (online platform operator and payment collection provider). The contract of sale is concluded directly between the Seller and the Buyer. The Operator is neither a buyer, nor a reseller, nor the owner of the products, and assumes no obligation of the seller in respect of the sale.

This contract does not create any general mandate, partnership, employment relationship or exclusivity between the Parties. The Seller remains free to market their products through any other channel.

Article 2. Registration and eligibility

The Seller declares that they are a professional (an enterprise within the meaning of Article I.1 of the Code of Economic Law) and that they hold all the authorisations, registrations and approvals necessary for their activity, in particular as regards the production, processing and sale of foodstuffs.

Registration is subject to validation by the Operator. Upon registration, the Seller provides and warrants the accuracy of the required identification information, in particular their company name or name, legal form, registered office address, enterprise number (CBE), tax identification number, VAT number and regime (or non-taxable status), contact details and legal representative. The Seller keeps this information up to date and informs the Operator of any change without delay. The Operator may refuse or suspend a registration, without such refusal giving rise to any right to compensation.

This information, in particular the VAT number and regime, is necessary for invoicing, for the application of the VAT regime and for the Operator's reporting obligations (see Articles 7 and 12). It is stored in the Seller's space on the Platform and is binding evidence between the Parties.

Article 3. Seller space, offers and catalogue

The Seller has a dedicated space (page and subdomain) which they populate under their own responsibility: description of the producer, photographs, shop opening hours, and their offers.

Offers and batches. The Seller creates their offers by attaching them to the products in the catalogue. Each offer constitutes a batch, for which the Seller freely sets the price (VAT included), the quantity, the sales mode (by the piece, by weight or by volume), the applicable increment and, where relevant, the freshness date. The Seller is solely responsible for the accuracy and updating of their stock and prices.

Global catalogue. Products and their variants are common to the Platform. The Seller may request the addition of a missing product or variant; the Operator may approve, refuse or merge such requests. The Seller warrants that they hold the rights to the content (texts, photographs) they publish and grants the Operator a non-exclusive licence to use that content for the purposes of operating and promoting the Platform.

Labels and regulated statements. The Seller is solely responsible for the accuracy of the statements, labels and claims (in particular “organic” and equivalent labels), and warrants compliance with the applicable regulations, including Regulation (EU) 2018/848.

Article 4. Pick-up points and slots

Sales take place exclusively by on-site collection. The Seller defines their pick-up point (in v1: their shop) as well as their pick-up slots, any capacity limits and the minimum ordering lead time before collection.

The Seller undertakes to honour confirmed orders, to prepare the products in accordance with the orders and to hand them over to the Buyers during the slots they have published. The Seller checks the conformity of the products at the time of collection.

Article 5. Orders, cancellation and refunds

Orders are confirmed immediately after payment. The Seller may cancel an order or an order line (in particular in the event of an unavailable or spoiled batch) before collection; the cancelled part is then fully refunded to the Buyer.

The Seller bears the consequences of cancellations and preparation failures attributable to them. In accordance with the General Terms and Conditions applicable to Buyers, cancellation by the Buyer up to the cut-off defined by the Seller gives rise to a full refund.

Right of withdrawal. The Seller is responsible for handling the right of withdrawal where it applies (non-perishable and unsealed products), perishable foodstuffs being in principle excluded within the meaning of Article VI.53 of the Code of Economic Law.

Article 6. Payment collection and payout

The collection of Buyers' payments is handled via the payment service provider Mollie. The Seller undertakes to open and maintain an account with this provider (“connected” integration) and to provide the information it requires (KYC procedure). The Seller may not publish an active offer or receive an order until their payment account is operational.

Payout. For each sale, the proceeds of the sale are paid out to the Seller, after deduction of the Platform commission charged in the form of a service fee (“application fee”). The Seller is the merchant of record for their sales. The timing and procedures for the payout of funds depend on the payment provider.

Refunds. Refunds (cancellation, non-conforming product, etc.) are charged against the Seller's funds. The Seller ensures that they hold a sufficient balance with the payment provider to allow refunds to be processed.

Article 7. Platform commission

Basis. The Platform commission is calculated on the amount excluding VAT of the sales made through the Platform. The VAT collected on behalf of the State is not included in the commission basis.

Rate. The applicable commission rate depends on the commission class of the product sold: standard (fresh produce and other food) — 7% excluding VAT; alcohol (beverages over 1.2% ABV) and non-food (soaps, candles, crafts and other non-edible items) — 15% excluding VAT per sale.

Contractual ceiling. The Operator undertakes that, for the entire duration of this contract, the commission rate will never exceed, per commission class: 10% excluding VAT for the standard class, and 15% excluding VAT for the alcohol and non-food classes. Any change to the rate within its class ceiling is notified to the Seller with 30 days' notice, the Seller being free to terminate free of charge if they refuse the change (Article 11). A class ceiling may only be raised with the Seller's prior written agreement.

VAT on the commission. The Platform commission constitutes remuneration for a service. As the Operator is subject to VAT under the normal regime, the commission is increased by Belgian value added tax at the rate of 21%. The commission amounts stated herein are exclusive of VAT.

Invoicing and self-billing. The Seller gives their prior agreement for the Operator to draw up, in the Seller's name and on their behalf, the sales documents intended for Buyers (self-billing). The Operator issues these documents from the order data and makes them available to the Seller, who may contest them within a reasonable period; in the absence of contestation, they are deemed accepted. For sales to consumers (private individuals acting for private purposes), a sales receipt is drawn up per order, without an invoice within the meaning of VAT being required. An invoice is drawn up where the law so requires (in particular in the event of a sale to another taxable person or to a legal person, or in the other cases provided for by the VAT Code).

The Operator's commission is invoiced separately to the Seller, accompanied by a periodic statement of sales, commissions and payouts.

Article 8. Obligations and warranties of the Seller

The Seller warrants:

• the conformity, quality, safety and traceability of their products, as well as compliance with the applicable regulations (food safety, hygiene (FASFC), labelling, allergens, cold chain);
• the accuracy of the information, prices, statements and labels published;
• compliance with the legal warranty of conformity owed to the consumer (Articles 1649bis et seq. of the Civil Code), in their capacity as seller;
• the diligent handling of Buyers' complaints relating to their products and the handling of disputes relating to the sale;
• compliance with their tax and social security obligations, in particular as regards VAT.

Product liability and warranty (indemnification). The Seller alone assumes liability for their products towards Buyers and third parties. The Seller indemnifies and holds the Operator harmless against any claim, action, complaint or judgment, of any kind whatsoever, emanating from a Buyer, a third party or an authority, and relating to their products, their statements or their content. This indemnity covers all direct damaging consequences, including reasonable lawyers' and experts' fees, product recall or withdrawal costs, fines and destruction costs resulting therefrom. The Seller undertakes to inform the Operator without delay of any action or risk brought to their attention in connection with their products, and to provide reasonable assistance.

Identification of the Seller. The Seller clearly identifies themselves to Buyers as a professional independent of the Operator. They provide the required legal information (company name, registered office address, enterprise number, contact details) and do not use a name that is misleading or that infringes the rights of third parties.

Insurance (recommended). Given the nature of their activity, in particular the sale of foodstuffs, the Seller is strongly recommended to take out and maintain professional civil liability insurance covering the consequences of damage that may be caused to third parties by their products or their activity. The Seller remains solely responsible for the adequacy of their insurance cover; the absence or insufficiency of insurance in no way limits their liability under Article 8.

Article 9. Personal data

In the context of the performance of orders, the Operator communicates to the Seller the Buyers' data strictly necessary for preparation and collection (name, contact details, order details, slot). The Seller undertakes to process these data only for the performance of orders and after-sales service, in accordance with the GDPR, and not to reuse them for other purposes (in particular direct marketing) without their own legal basis.

Each Party acts, for the processing operations for which it determines the purposes and means, as a separate data controller, and complies with the GDPR for the processing operations for which it is responsible.

Statistics and communication tools. The statistical dashboards that the Operator may make available to the Seller contain only aggregated and anonymised data relating to the Seller's activity (for example the evolution of their sales and orders), which do not allow Buyers to be identified, directly or indirectly; these statistics do not constitute personal data. Should statistics allowing Buyers to be identified ever be provided, the Operator and the Seller would act for that processing as joint controllers (Article 26 of the GDPR) and would first conclude the required arrangement.

If the Operator makes available to the Seller communication tools allowing information to be sent to Buyers who have expressly consented, via the box provided for that purpose on the Platform, to be kept informed of the news of their producer, these mailings are carried out on the sole instructions of the Seller, who is the data controller for them; the Operator then acts as the Seller's processor (Article 28 of the GDPR), on the basis of a data processing agreement concluded for that purpose. These mailings are sent only to Buyers who have given their consent, which may be withdrawn at any time (in particular via the unsubscribe link included in each mailing).

Article 10. Liability of the Operator

The Operator uses reasonable means to ensure the availability and security of the Platform, without guaranteeing uninterrupted availability. Its liability is limited to the technical operation of the Platform and of the payment collection service, to the exclusion of any liability in respect of the sales.

The Operator's liability towards the Seller may not be limited or excluded in the event of intentional fault on its part, in the event of death or personal injury, or in cases where the law prohibits such a limitation. In other cases, including gross negligence, the Operator's liability towards the Seller is expressly limited, for all damage combined, to the amount of the commissions actually received in respect of the Seller's sales during the 3 months preceding the event giving rise to liability. Indirect damage (loss of turnover, margin or data) is excluded. This limitation may not have the effect of depriving the Operator's essential obligations of their substance.

Article 11. Duration, amendment and termination

This contract is concluded for an indefinite period and takes effect upon validation of the Seller's registration.

Amendment. The Operator may amend these Seller Terms subject to 30 days' notice given to the Seller. In the absence of acceptance, the Seller may terminate free of charge before the amendments enter into force. The per-class commission ceilings set in Article 7 may only be amended with the Seller's written agreement.

Termination. Each Party may terminate the contract subject to 30 days' notice. Orders in progress at the time of termination are completed or refunded.

Suspension. The Operator may suspend, in whole or in part, the Seller's access to the Platform, or withdraw one or more offers, where the circumstances so justify. Any decision of suspension, withdrawal or termination taken at the Operator's initiative is notified to the Seller, on a durable medium (by e-mail), with a statement of reasons, at the latest at the time it takes effect. The Seller may contest the decision via the complaint handling procedure (Article 11bis). The grounds for suspension, withdrawal or termination include in particular:

• the breach of an essential obligation of this contract (in particular product safety or conformity, accuracy of statements and labels, preparation and handover of orders);
• serious doubt as to the conformity or safety of one or more products, or as to the infringement of a third party's rights;
• non-compliance with tax or social security obligations, in particular as regards VAT, or a notification from the authorities in that respect;
• the publication of unlawful or misleading content or content infringing the rights of third parties;
• fraud, repeated failure to prepare or hand over orders, or any conduct seriously harming the Platform, the Buyers or the other Sellers.

In the event of a serious breach (in particular product safety or fraud), suspension or termination may take place without notice. In other cases, the Seller has a reasonable period to remedy the breach before termination.

Article 11bis. Complaint handling and mediation

Internal complaint handling procedure. The Operator makes available to the Seller a free complaint handling procedure, allowing them in particular to report a technical problem relating to the Platform, to contest a decision of suspension, withdrawal or termination, or to report an alleged breach of the obligations applicable to online platforms. Complaints are addressed to support@pepo.bio. The Operator acknowledges receipt, handles the complaint within a reasonable period and communicates its outcome to the Seller. As the Operator falls within the category of small enterprises within the meaning of Regulation (EU) 2019/1150 (fewer than 50 persons employed and less than 10 million euros of annual turnover), it is not legally required to set up an internal complaint handling system; this procedure is nevertheless offered to the Seller on a voluntary basis.

Mediation. In the absence of a satisfactory solution, the Parties may have recourse to mediation with a view to an amicable agreement, in particular before the Belgian Centre for Arbitration and Mediation (CEPANI) or an accredited mediator in civil and commercial matters, before any legal action.

Article 12. Reporting obligations (DAC7)

As a platform operator, the Operator is subject to the obligations to collect, verify and report information relating to sellers and their revenues provided for by Directive (EU) 2021/514 (“DAC7”), as transposed into Belgian law. The Seller undertakes to provide the information required in that respect, including their tax identification number (TIN) and the State of issue, and authorises its transmission to the competent administrations. The Operator informs the Seller of the information concerning them that has been reported. In the absence of communication of the required information despite two reminders, the Operator may suspend the Seller's account or withhold payouts, in accordance with the regulations.

Article 13. Miscellaneous provisions

13.1 Severability

The possible nullity of a clause does not affect the validity of the other provisions.

13.2 Assignment

The Seller may not assign this contract without the Operator's written agreement. The Operator may assign the contract in the context of a reorganisation or a transfer of activity, informing the Seller.

13.3 Entire agreement

These Seller Terms, together with the General Terms and Conditions applicable to Buyers and the Privacy Policy, express the entire agreement of the Parties relating to their subject matter.

13.4 Applicable law and jurisdiction

This contract is governed by Belgian law. Any dispute falls within the exclusive jurisdiction of the courts and tribunals of the judicial district of Brussels, after an attempt at amicable resolution.

Article 14. Acceptance and conclusion of the contract

This contract is concluded electronically. Upon registration, the Seller accepts these Seller Terms by ticking the box provided for that purpose, then by validating their registration. This acceptance constitutes an electronic signature and entails full and unreserved adherence to the contract.

By validating their registration, the Seller declares that they have read and accept these Seller Terms, as well as the General Terms and Conditions applicable to Buyers and the Privacy Policy, which form an integral part thereof.

The date and time of acceptance, the Seller's identifier and the version of the Terms accepted are recorded by the Platform. In accordance with Article XII.15 of the Code of Economic Law and Regulation (EU) No 910/2014 (eIDAS), these electronic records have, between the Parties, the same evidential value as a signed document and constitute evidence of the nature, content, date and acceptance of the contract, unless proven otherwise.

A copy of the accepted Terms is made available to the Seller on a durable medium, in their space on the Platform.

End of the General Terms and Conditions for Sellers. The French version is the authoritative version.