Definitions

• Terms and Conditions - an agreement for the provision of the Service electronically, where the content of the regulations is described below.
• Internet brokerage service - hereinafter referred to as “Service” or “Digital Service” is an activity conducted electronically, which enables the Service Recipient to access content, communication, and trade via the internet.
• Service Provider - Investing Partners sp. z o.o., located in Warsaw (02-972) at Rzeczypospolitej Avenue 17/41, entered into the register of entrepreneurs of the National Court Register maintained by the District Court for the capital city of Warsaw in Warsaw - XIII Economic Department under KRS number 0000924014, having REGON: 520028214 and NIP 9512526885.
• Service Recipient - a legal person or a natural person conducting a sole proprietorship, who uses the Service provided by the Service Provider.
• Seller - Service Recipient, defined as an entity conducting wholesale sale of Goods. The Seller has authorization from the Service Provider to trade B2B based on a separate agreement, signed individually. At the same time, he has accepted the terms of these Terms and Conditions.
• Buyer - Service Recipient, who has accepted the terms of these Terms and Conditions, which entitles him to place orders within the Service.
• Offer - Seller's proposal concerning the conclusion of a Transaction, which includes the terms of the commercial agreement. The acceptance of the Offer by the Buyer takes place at the moment of placing an Order by him, while a binding agreement between the Buyer and the Seller is concluded after the correct completion of the Transaction.
• Order - a declaration of will by the Buyer, directed to the Seller, containing a proposal to purchase specified Goods in specified quantities, according to the conditions set by the Seller. The Order is prepared in the form of a proforma and contains detailed information regarding discounts, net and gross values, and other parameters necessary for making the payment.
• Transaction - the act of booking a payment made by the Buyer to the Seller, based on a proforma associated with a specific Order. The payment includes a prepayment or the full gross amount (net in case of a formal exemption of the Buyer from paying VAT).
• Discount - a reduction in the price of Goods by a specified percentage, which occurs after the Buyer meets a condition set by the Seller. In the B2B sector, not subject to the Omnibus directive, the Service Provider is not required to present the lowest price from the last 30 days.
• Retrospective discount - an additional price reduction, which may be optionally applied by the Seller. It is expressed as a percentage of the total net value of the Order. The method of applying the retrospective discount is determined each time by the Seller and the Buyer and may include its direct inclusion on the invoice, attaching the appropriate correction, or a situation where the Seller receives a cost invoice from the Buyer for an amount corresponding to the value of the retrospective discount.
• Goods - a physical product intended for further distribution or use by the Buyer. It includes all material items, ready-made products for further resale or use in the production process.

Service Description

The Service consists of providing technology aimed at increasing business efficiency. The Service Provider offers solutions in the SaaS model enabling companies to execute Orders on a larger scale and reduce the human factor. Key functional aspects focus on automating processes and facilitating decision-making using machine learning, an element of artificial intelligence. An additional area is the marketplace, providing the Service Recipient with access to a larger market. The Service is active 24/7 at https://ab.market and does not require the Service Recipient to install any software.

§ 1. General terms of using the Service

1. The Service is dedicated exclusively to entrepreneurs, which includes both natural persons conducting a business activity and legal entities such as companies or institutions. This means that the use of this solution is not available to consumers, i.e., natural persons acting in a private capacity.
2. The Service is intended to initiate contacts between the Seller and the Buyer, facilitating business processes between these entities and enabling the conclusion of contracts at a distance. The moment of contract conclusion is the making of payment by the Buyer to the Seller based on an automatically generated proforma. This provision refers to the entire payment or any prepayment, if applied.
3. The Service Provider is not a party to the sales contracts concluded between Sellers and Buyers and does not guarantee that the Sellers and Buyers are authorized to conclude and perform the contract. The Service Provider is not responsible for the behaviors of the Service Recipients within the Service or for the improper execution or non-execution of contracts concluded within the framework of Transactions, as well as for the consequences of actions taken by the Service Recipients and third parties, constituting a violation of the Terms and Conditions. The Service Provider, in particular, is not responsible for the quality, safety, or legality of Goods sold within the Service, the ability of Sellers to sell, the solvency of Buyers, or the truthfulness and reliability of information and other content transmitted by the Service Recipients within the Service.
4. The Service Recipient and third parties not related to the service retain the right to report certain content to the Service Provider if they consider it to violate the law. The Service Provider is obliged to consider the complaint and make a decision whether to remove or hide the material. Two-way communication in such cases is conducted electronically, using the email address contact@ab.martket.
5. The Service Provider reserves the right to block the Service Recipient's access to using the Service. This decision can be temporary or permanent, depending on the degree of violation of the conditions specified in these Terms and Conditions. The restriction includes both the main account and all individual accesses assigned to it (sub-accounts).
6. The Service Provider reserves the right to block the Service Recipient's access to using the Service in case of a breach of the Terms and Conditions. The decision can be temporary or permanent and includes both the main account and all individual accesses assigned to it (sub-accounts). The block can be imposed in case of at least one of the following actions:
• Engaging in unfair commercial practices, such as fraud, false claims, or non-compliance of goods with the description.
• Violation of the law, including illegal trade of goods or copyright infringement.
• Continuous delays in fulfilling Orders or inadequate customer service, including not responding within 2 business days, delivering invoices after the delivery has been made, or not transmitting invoices.
• Unpaid payments on time or failure to settle payments for Goods.
• Participation in illegal activities, e.g., attempts to avoid taxes or using the Service for money laundering.
• Constant complaints from other Service Recipients or low ratings of post-sale service quality.
• Cases where the Service Provider accepted a justified complaint of any Service Recipient or entity unrelated to the Service, concerning the violation of the Terms and Conditions by the Service Recipient or other legal provisions.
• Harassing other Service Recipients or employees of the Service Provider.
• Non-compliance with content policies, including pornographic, offensive, or illegal content.
• Attempts to disrupt the operation of the Service.
• Failure of the Service Recipient to update their data when it has changed, despite reminders from the Service Provider.
• Engaging in activities contrary to the values of the Service Provider, such as promoting hate, discrimination, or violence.
7. The Service Provider has the right to impose a block also in other unspecified cases, where the actions of the Service Recipient may pose a threat to the proper functioning of the Service or violation of the Service Provider's interests, in accordance with applicable legal provisions and ethical and professional standards.
8. In the event that the Service Provider blocks the Service Recipient's access to the Service, the Service Recipient does not have the right to claim compensation or other financial claims against the Service Provider because of this block, regardless of any potential losses that could be incurred. However, the Service Recipient has the possibility of effectively, easily, and quickly appealing the decision within six months from the activation of the block.
9. Complaints regarding the operation of the Service in relation to the Service Recipient should be submitted electronically to the address contact@ab.market. The complaint should include full contact details of the person reporting and a detailed description of the problem, along with any documents or evidence confirming its existence. The Service Provider undertakes to consider the complaint within 14 days from the date of its receipt. If it is necessary to extend this period, the Service Provider will inform the Service Recipient about the reasons for the delay and the new date for considering the complaint.
10. In case of unsatisfactory consideration of the complaint by the Service Provider, the Service Recipient has the right to refer the matter to the appropriate arbitration body or court, with the body being designated according to the location of the Service Provider's seat.
11. The Service is subject to the jurisdiction of Polish law, and all disputes arising from or in connection with these Terms and Conditions and the use of the Service will be settled exclusively by Polish courts, in accordance with applicable legal provisions.

§ 2. Rights and obligations of the Buyer

1. The Buyer has the right to cancel the Order free of charge until the Seller sets its status to "packing". After this event, any changes require individual confirmation by both parties - the Seller and the Buyer.
2. The Buyer has the right to cancel the Order free of charge in case of non-fulfillment by the Seller of obligations specified in the commercial terms, in particular regarding the delivery time.
3. The Buyer has the right to refuse to accept the Goods if the invoice is not delivered by the Seller at the latest at the time of delivery. In such a case, the Goods are returned at the Seller's expense. The Buyer has the right to a refund of the costs incurred, including delivery costs. The obligation to refund the money lies with the Seller.
4. The Buyer is obliged to make the payment according to the conditions specified in the proforma and within the stipulated period. The bank account indicated on the proforma belongs to the Seller and the Service Provider does not have access to it. The Service Provider does not charge any additional fees, which means that the entire payment is due solely to the Seller.
5. The Buyer accepts the Seller's autonomy in choosing the method of delivery and agrees to provide their data to the logistics company if the delivery of the Goods is carried out by an external entity. Information necessary for monitoring the transport is provided by the Seller, and the Buyer has access to it through the Service.
6. The Buyer acknowledges that the Seller may not provide current stock levels in the Service or that this information may be outdated. The Buyer agrees to this and confirms that they will not make claims in case of shortages in the Goods or rejection of the Order by the Seller. In each case, the Buyer is entitled to a refund proportional to the occurring shortages. Furthermore, if the Seller informs about the impossibility of fulfilling the full Order, the Buyer has the right to cancel the purchase process without incurring any fees.
7. In case of complaints concerning defective Goods or improper delivery, the Buyer should directly contact the Seller, using the means of communication provided by the Service. The Service Provider acts as a mediator in case of conflicts, helping to find a solution.
8. In case the Buyer places an Order with the Seller, despite the impossibility of delivery to the Buyer's location, as announced at the stage of finalizing the Order, the Buyer should be aware of the possibility of rejection of the Order by the Seller. The Service transmits the Order to the Seller, but the final decision regarding the execution of the Order belongs to the Seller. In such cases, the Buyer is not obligated to make the payment based on the proforma until they receive confirmation from the Seller.
9. The Buyer is aware that the same Seller may offer Goods on different terms to other Service Recipients, which does not constitute unfair commercial practice. Such a standard is commonly used in the B2B sector, and the purpose of the Service is to reflect the market specificity, where companies most often negotiate individual cooperation terms.
10. The Buyer does not make claims when the Seller applies differentiated prices of Goods depending on the country in which the Buyer is registered. Such price differentiation may be justified by various factors, including potentially higher operational costs associated with conducting business in a given market.
11. The Buyer does not make claims when the Seller offers only part of its assortment in a given market.
12. The Buyer has the right to negotiate prices and commercial terms with the Seller, but this right applies only to future Orders. Orders that have been executed, i.e., those for which Transactions have already been finalized, are not subject to negotiation.

§ 3. Rights and obligations of the Seller

1. The Seller is subject to these Terms and Conditions and, unlike the Buyer, also a separate agreement , which specifies the operating procedures within the Service in detail.
2. The Seller bears full responsibility towards the Buyer for the quality, compliance of the Goods, and the proper execution of the Order, in accordance with applicable legal provisions, the provisions of these Terms and Conditions, and the agreement mentioned in § 3, point 1. The Seller is a party to the Transaction in relation to the Buyer.
3. The Seller ensures that the offered Goods meet the requirements of the European Union goods directive. Confirms their compliance with the law and quality and safety standards.
4. The Seller has full autonomy in setting prices, discounts, and commercial terms. The Service Provider has no right to interfere in these parameters. The Service Provider may only recommend the Seller possible changes if it has data suggesting that the Seller's offer is significantly less competitive compared to the market. However, the final decision always belongs to the Seller.
5. The Seller agrees for the Service Provider to fulfill the obligation imposed by DAC7 of reporting to the Head of the National Revenue Administration. This includes, among others, the values and quantities of transactions.
6. The status and privileges of the Seller are granted based on the analysis of business factors, such as the company's reputation, ability to handle an increasing volume of orders, ensuring high-quality after-sales care, and the degree of digitization of processes. The Service Provider reserves the right not to sign the agreement mentioned in § 3, point 1., if any of these factors raises doubts. In case of refusal, candidates for the role of Seller receive justification. Another attempt to apply for the status of Seller will be possible no earlier than six months after the date of the first refusal.
7. The privileges of the Seller may be revoked in the event of a deterioration in the quality of his account, violation of the provisions of these Terms and Conditions, or the agreement mentioned in § 3, point 1.

§ 4. Settlements and commission

1. The commission is calculated for each Order and is paid exclusively by the Seller. The commission costs are not transferred to the Buyer.
2. The amount of the commission is determined through individual negotiations between the Service Provider and the Seller and is precisely defined in the agreement mentioned in point VI, point 1, being confidential business information.
3. Settlements for Orders are made directly between the Buyer and the Seller to the account specified by the Seller. The Service Provider does not act as an intermediary in Transactions and does not have access to bank statements.
4. Prices of Goods may be expressed in different currencies if such practice is used by the Seller. Automatic conversion of prices is based on the exchange rates available in the "Currency rates" section at the bottom of the page. The source of this data is the National Bank of Poland (http://api.nbp.pl/), and the rates are updated daily on working days at 12:20 Polish time.
5. Prices of Goods are given in net terms, but before confirming and sending the Order, the Buyer also sees the gross amounts.
6. The VAT rate is set by the Seller. The Service Provider is not responsible for any discrepancies in this matter.
7. If the Buyer qualifies for VAT exemption, for example, is a foreign purchaser in relation to the Seller, with both parties of the Transaction registered in the European Union, it is sufficient for him to confirm this fact to the Seller for him to issue an invoice with zero VAT. In such a case, net prices become simultaneously gross prices.

§ 5. Regulations concerning the presentation of Goods, advertising, and cybersecurity

1. If a given Good is offered by at least two Sellers, the Service by default chooses the Offer whose price without discount is the lowest. Other Offers are displayed in ascending order excluding discounts. As a result, it is possible that the Offer which the Service did not recognize as the default becomes the cheapest when the Buyer considers the discount and is entitled to it.
2. When browsing categories from the navigation level, Goods are by default presented according to their popularity, unless the Service Recipient chooses another sorting method. Popularity is determined as the number of unique visits a given Good has recorded in the last twelve months.
3. In accordance with Regulation (EU) 2019/1150, search results for Goods are presented based on keywords specified by the Service Recipient. The Service's algorithm ensures fair competition and equal access to the market for all Service Recipients. The Service Provider does not favor Sellers.
4. Sponsored graphics are defined as content paid for by Sellers or partners to promote their Goods within the Service.
5. All sponsored content within the Service is unequivocally marked using labels such as "Sponsored" or "Advertisement", placed above or below the graphic, or by using a special graphic marker. Additionally, the advertisement includes information about who is the payer for promoting the content.
6. Clicking on a sponsored graphic may lead to the Good's page.
7. The Service Provider does not use targeting of ads based on special categories of data. It also does not profile minors.
8. The Service Provider is not responsible for the content of sponsored materials. Any complaints and all criminal actions are directed directly to the advertiser.
9. The Service Provider, in accordance with a separate document, which is Privacy Policy , ensures the protection of personal and company data collected within the Service, including their confidentiality, integrity, and availability.
10. The Service Provider takes appropriate and proportional technical and organizational measures specified in the implementing regulation KSC 2018/151 to manage the risk to which the information systems used to provide the Service are exposed. These measures ensure cybersecurity appropriate to the existing risk.
11. The Service Provider takes measures to prevent and minimize the impact of incidents on the Service in order to ensure the continuity of this Service's provision.
12. The Service Provider carries out activities enabling the detection, recording, analyzing, and classifying incidents and, if necessary, reports incidents to the appropriate authorities.

§ 6. Closing terms

1. The use of the Service by the Service Recipient constitutes full acceptance of these Terms and Conditions and means the conclusion of a distance contract between the Service Provider and the Service Recipient.
2. The Service Provider must inform the Service Recipient about planned changes in the Terms and Conditions with a 15-day notice, unless the changes result from reasons related to cybersecurity, in which case this provision does not apply.
3. This agreement for the provision of the Service electronically, which is the Terms and Conditions, may be terminated immediately by either party without observing the notice period. Termination may occur electronically by sending a message to the address contact@ab.market, from the email account assigned to the account. In the event of termination of the agreement, the account will be immediately and permanently blocked. Data related to the account will be stored for a period of 5 years, in accordance with applicable legal provisions.
4. In case of uncertainties or the lack of specification of some issue in these Terms and Conditions, the Service Provider and the Service Recipient agree that the relevant provisions of the Civil Code shall apply.