General Terms & Conditions

Wonnda GmbH

c/o Oliver Allmoslechner

Klosterstr. 65

10179 Berlin

Germany

1. General Provisions

These Terms and Conditions (hereinafter referred to as "T&Cs") establish the legal framework governing the relationship between Wonnda GmbH (hereinafter referred to as "Wonnda"), located at c/o Oliver Allmoslechner, Klosterstr. 65, 10179 Berlin, Germany, registered under the company number HRB 237957 B at the Amtsgericht Charlottenburg (Berlin), and managed by directors Martin Ditzel and Oliver Allmoslechner. You can reach out to us via email at info@wonnda.com.

These T&Cs serve to clarify the rights, duties, and responsibilities of all parties involved in the usage of the Wonnda platform and its associated services. All disputes, controversies, or claims arising out of or in connection with the use of the Wonnda platform shall be settled under the jurisdiction of the Amtsgericht Charlottenburg (Berlin) and are governed by the laws of Germany.

2. Definitions

In the context of these Terms & Conditions, the following terms have been defined to ensure clarity and mutual understanding:

"Wonnda" (or "Platform")

Refers to the digital B2B platform, consisting of a business-to-business ("B2B") marketplace and complementary software, operated by Wonnda GmbH, located at Linienstr. 148, 10115 Berlin, Germany, registered under the company number HRB 237957 B at the Amtsgericht Charlottenburg (Berlin). It provides an end-to-end solution for sourcing products, packaging, ingredients, materials, and accessing service providers for logistics, product development, warehousing, fulfillment, and related services. The platform includes a comprehensive set of features and additional services that streamline the facilitation of the sourcing process between buyers and sellers, between sellers and sellers and between buyers and buyers. Both free and premium features for buyers and sellers, as detailed in the subsequent sections of these terms and conditions.

"User"

Any individual, business entity, or representative thereof that registers, logs in, browses, or engages in any activity on Wonnda.

"Seller"

A user who lists, promotes, sells, or offers products or services on Wonnda.

"Buyer"

A user who browses, inquires about, or purchases products or services on Wonnda.

"Content"

Any form of data, information, graphics, text, or images that are uploaded, submitted, or displayed on Wonnda.

"Product images"

Specific visual representations or photographs of products uploaded by sellers for the purpose of listing or advertising on Wonnda.

"Membership"

Refers to the established relationship between the User and Wonnda, commencing upon the successful registration of the user to our Services. Memberships are categorized into two primary types:

"Free membership"

This allows users access to the platform and its basic features without a fee. Certain variable costs such as booked services may occur. Hence, a user under a free membership plan may be subject to pay Wonnda for explicitly booked services.

"Premium membership"

This grants the user enhanced privileges, access to advanced features, and other additional benefits in exchange for a fee, as detailed in the specific terms and conditions of the premium offering.

It should be noted that the exact privileges, terms, and conditions associated with each membership type may vary and are detailed in subsequent sections of this Agreement or other related documentation.

"Contractual agreement"

Any agreement involving the transfer of goods, services, and/or money between a Buyer and a Seller, resulting from an introduction made by Wonnda.

"Side agreements"

Individualized contracts or arrangements made between Wonnda and a user, addressing specific needs, and existing alongside the standard Terms & Conditions.

"T&Cs" (or "Terms & Conditions")

Refers to the set of guidelines, rights, responsibilities, and understandings detailed in this document that govern the use of Wonnda.

"Offer"

Refers to any form of membership, product, or service made available to the User through the Wonnda platform. This includes but is not limited to Free Membership, Premium Membership, software tools, sourcing services, and any other additional features or services that may be provided. Specific terms, conditions, and fees associated with each Offer are detailed in relevant sections of this Agreement or other related documentation.

3. Eligibility for membership

The platform is primarily available to Users who act in the execution of their commercial or independent business activity as per § 14 of the German Civil Code. The platform is primarily designed for Users who are engaged in commercial or independent business activities, as defined under § 14 of the German Civil Code. However, employees who use the platform as part of their job responsibilities are also permitted to register. It should be noted that in such cases, the employer,usually a commercial entity as per § 14 of the German Civil Code,will be considered the User for the purposes of this agreement, even if the employee themselves might qualify as a consumer under § 13 of the German Civil Code.

4. Registration & legal contract

Users intending to utilize the services of Wonnda must register on the platform. The platform recognizes two primary User Roles: Buyers and Sellers.

"Buyers"

Refers to registered users who primarily seek to source goods, materials, or services through the Wonnda platform. Buyers typically include e-commerce and established consumer brands, retailers, and wholesalers, among others, seeking to engage with sellers for their sourcing needs.

"Sellers"

Encompass manufacturers, suppliers, or service providers offering their goods or services on the platform. Sellers can avail themselves of different membership types to enhance their visibility and access to features as explained elsewhere in this agreement.

Crossover Business Relationships

It should be noted that there may be circumstances where users registered as 'sellers' may engage in transactions with each other, effectively assuming the role of 'buyer' for that specific transaction. For example, a manufacturer may go into a business relationship with a packaging supplier; in this case, even though both users are registered as 'sellers,' the manufacturer is considered a 'buyer' for that particular transaction while the packaging supplier remains a 'seller.' Similarly, users registered as 'buyers' may also engage in selling activities under certain circumstances.

To register, users must strictly follow the steps outlined on the Wonnda website or its application.

Users are solely responsible for the accuracy of their data. It is incumbent upon them to keep this data updated and maintain the confidentiality of their accounts. The registration process may necessitate a due diligence review by our team. We reserve the right to engage with users through various communication channels, including but not limited to phone calls, emails, and online and in-person meetings.

Upon completing the registration process, users make a binding offer to enter into a contractual relationship with Wonnda. However, the receipt of a confirmation email from Wonnda after the signup does not automatically equate to acceptance of the offer. We hold the discretion to accept or reject any registration within a span of thirty (30) days following the offer. Acceptance will be communicated explicitly through appropriate channels, such as the transactional email system clearly stating approval of the User's signup. If a registration is declined, it could be, but is not limited to the following examples: Inability to verify business legitimacy, suspected unlawful intent, potential competitor espionage, spam, wrong user role, wrong registration intent by the user, or any perception of non-compliance with best business practices.

Once the User's registration is approved, the Membership period - and consequently - contract between the User and Wonnda starts.

Unless otherwise agreed, after the approved signup, a Free Membership starts, which may be converted to a Premium Membership afterwards.

Users are granted a personal account under a broader company account. A company is limited to one primary account, but this can host multiple user accounts. Creating multiple company accounts is expressly forbidden.

5. Role of Wonnda

Wonnda serves as an intermediary platform, introducing buyers to sellers and facilitating the discovery and negotiation process. While Wonnda does not act as a contracting party, merchant of record, or direct participant in any contracts between buyers and sellers, between sellers and sellers, or between buyers and buyers for goods or services created through its platform, it may charge a transaction fee as detailed in these terms and conditions. Although Wonnda takes effort to verify each user, both sellers and buyers, the responsibility for due diligence, including checks on creditworthiness and signing authority, rests with the Users.

6. Remuneration

Wonnda provides all users with a free membership trial. This allows both buyers and sellers to establish profiles and access Wonnda's core features.

Premium memberships

Premium membership plans are available on an annual basis for both sellers and buyers, enhancing their experience with additional features, including access to advanced seller and buyer data. There are no trial periods for these premium memberships, as they are designed to provide an annualized level of service and exclusive access.

Users interested in upgrading to a premium membership can contact Wonnda at sales@wonnda.com to request a quote. Orders for premium memberships can be placed via email, phone, or through a digital order form provided by Wonnda. Payment terms and conditions will be outlined in the offer. Additionally, buyers and sellers can view an updated offer of the membership plans directly in their Wonnda accounts, where the most current information and options will be available.

As Wonnda offers a free plan, users have the opportunity to try out basic features before deciding to upgrade. Therefore, once a user proactively upgrades to a paid membership, refunds are not available. Memberships can be cancelled at any time, with the service remaining active until the end of the current billing period, typically 12 months from the date of upgrade.

If a premium membership is not cancelled, it will automatically renew at the end of each 12-month period, ensuring uninterrupted access to premium features and services. The renewal will be processed according to the terms agreed upon at the time of the original subscription or any subsequent renewal.

7. Users' obligations & prohibitions

General obligations & prohibitions

Every user, upon accessing the Wonnda platform, is bound by certain obligations to ensure a seamless and safe experience for all users involved. Notwithstanding these obligations, Wonnda acts solely as an intermediary and shall have no liability for any actions, omissions, or any other activities of the users or any third parties on or through the platform (Sec. 11).

• Users must not use the Platform for activities that are illegal, deceptive, malicious, or prejudiced.
• Do not request or interfere with login information or access another user's account.
• Do not engage in activities that could disrupt, overload, or impede the proper functioning of our Platform, like launching a denial-of-service attack.
• Avoid probing, scanning, or testing the vulnerability of Wonnda's systems or networks, breaching security, or encouraging any violations of these Terms of Service.

Obligation to Provide Accurate Information

Users are expected to ensure that all provided information, whether related to their business or specific products and services, is accurate, up-to-date, and not misleading in any manner.

Content Integrity

All content uploaded to the platform should not infringe upon the rights of third parties, be it copyrights, trademarks, or other proprietary rights. Members will be solely responsible for any content they upload.

Licensing Content to Wonnda

By registering and sharing content on the platform, users grant Wonnda a non-exclusive, perpetual, worldwide right to use, reproduce, and distribute the content for the purpose of showcasing it on the platform and for marketing purposes, such as newsletters, sales presentations, references on digital and offline channels of Wonnda. This includes the right to make such content available to the public, and use uploaded product images in promotional, advertising, or marketing materials.

Collaborate on the Platform ("Chat")

Wonnda is committed to maintaining an environment free from illegal, deceptive, malicious, or harassing activities. When engaging with the Wonnda platform, you are obliged to adhere to the following principles:

• Avoid any behavior that may be interpreted as bullying, harassment, stalking, belittling, threatening, or discriminating against any User.
• Ensure not to cause intentional distress, embarrassment, threats, harassment, or invasion of privacy towards any User.
• Refrain from interrupting, damaging, or altering any communication not directed to you.

Furthermore, users commit to the following when communicating with each other:

• Response Time: All users engaged in communication or collaboration through the Wonnda platform's chat feature are obligated to respond to messages or requests within a 48-hour period. Failure to adhere to this timeframe may result in actions taken by Wonnda as outlined below.
• Non-Responsiveness ("Ghosting"): In instances where users cease communication without explanation ("ghosting"), Wonnda reserves the right to intervene as follows:

1. Direct Contact: Wonnda may contact the non-responsive user directly to inquire about the lack of response and to facilitate the continuation of communication.
2. Alternative Connections: If a supplier ceases communication with a buyer, Wonnda may connect the buyer with an alternative supplier to ensure the continuation of the project.
3. Blocking and Reminders: If a buyer ceases communication, Wonnda may issue reminders and, if non-responsiveness persists, may block the buyer's access to specific functionalities on the platform.

Dispute management

To assist with troubleshooting and dispute management, Wonnda may access projects and conversations between the parties involved. This access is solely for the purpose of resolving the issue and will be conducted in accordance with Wonnda's Privacy Policy and applicable laws.

Interference and System Integrity

Users are strictly prohibited from engaging in any activity that compromises the integrity of the platform. This includes but is not limited to, sending spam, using bots or scrapers, conducting denial-of-service attacks, and attempting to decipher the platform's underlying code.

Non-Competition and Unauthorized Practices

Do not solicit Wonnda's users for a competitor or in any way that undermines Wonnda's business model, for fee avoidance or other purposes.

Any attempt to collect information from the platform, especially for competitive purposes, is strictly prohibited. This also extends to actions like reverse engineering, probing for vulnerabilities, and using the platform's content to offer competitive services.

In the event of any violation, Wonnda reserves the right to take necessary actions, including temporary suspension, permanent banning, or legal recourse, to safeguard the interests of its users and the platform.

User Conduct and Compliance with Platform Guidelines

Wonnda reserves the discretion to define the behaviors encompassed by these principles and may take reasonable measures to restrict access to those who violate these Terms.

You recognize that Wonnda is not mandated to supervise your access or use of the Platform or Services but holds the right to do so to enhance and operate the Platform and Services (including for fraud prevention, risk assessment, investigation, and User support), to assure your adherence to these Terms, to comply with legal or regulatory obligations, to address content deemed objectionable, or as stipulated in these Terms.

Obligations & prohibitions of sellers

For a thriving marketplace, sellers are bound by specific obligations to ensure the platform remains beneficial for all.

Quality Assurance

Sellers are accountable for ensuring that the products and services they offer adhere to applicable laws and standards. This also means they should possess any necessary certifications to market their products.

Transparency in Contracting

Sellers are obligated to inform Wonnda of every Contractual Agreement they enter into as a result of introductions or interactions facilitated by the Wonnda platform. This obligation ensures transparency, aids in maintaining the integrity of the platform, and fosters trust between all parties involved. Upon entering a Contractual Agreement sellers are bound to notify Wonnda about all relevant details, including the buyer's name and address, the sold product, quantity, and total price. Sellers under a Framework Contract should notify Wonnda about each dispatched consignment, again detailing specifics like buyer's name and address, product details, quantity, and the total purchase price.

Obligations & prohibitions of buyers

Buyers, while having the freedom to choose from a range of products and services, have specific obligations on the platform.

Registration Authenticity

Buyers must be registered businesses, ensuring that all provided details are true and accurate.

Protection of Platform's Integrity

Any attempt to scrape products or company profiles is strictly prohibited. Furthermore, buyers are expected not to engage in activities that would lure sellers away from Wonnda to another service.

Engagement with Sellers

Engaging with sellers with the intention to move the transaction off the platform is strictly prohibited. All transactions should ideally remain on the platform to ensure that they adhere to Wonnda's terms and standards.

8. Platform Circumvention and Breach of Contract

Any effort to circumvent the platform's operations is strictly prohibited. While the platform provides comprehensive tools for communication, any need to communicate outside should be backed by legitimate reasons, such as physical meetings or signing of NDAs. However, in all cases, Wonnda must be informed about off-platform communication. Moreover, projects should be transitioned back to the platform at the earliest. Sellers are mandated to notify Wonnda about any closed contract through the platform's built-in functionalities or through direct communication with Wonnda's support team.

General Prohibition

All Sellers using the Wonnda platform agree not to circumvent, or attempt to circumvent, the platform for any interactions or transactions initiated or facilitated by Wonnda, irrespective of whether the transaction takes place or not.

Notification of Contractual Agreement

The Seller is required to notify Wonnda of any Contractual Agreement within 5 days of its conclusion. To ensure compliance with this requirement, Wonnda reserves the right to reach out to the parties involved in the Contractual Agreement.

Additionally, Wonnda may access relevant project data, in accordance with applicable privacy laws and Wonnda's Privacy Policy, to verify the details of the agreement and to combat any attempts at platform circumvention. Such actions are aimed at maintaining the integrity of the platform and ensuring that all transactions are conducted in accordance with Wonnda's Terms and Conditions.

9. Individual side agreements

Wonnda recognizes the unique requirements of some of our users and partners. To address these specific needs, individual side agreements can be crafted. However, even in the presence of these side agreements, it's imperative to emphasize the foundational role of Wonnda's standard Terms & Conditions (T&Cs).

While side agreements provide tailored provisions, in situations where there might be ambiguities, uncertainties, or areas not explicitly covered within the side agreement, the stipulations of the T&Cs will be invoked as the prevailing directive. Hence, our T&Cs not only remain applicable but serve as the ultimate fallback, ensuring that there's a comprehensive structure governing all interactions and transactions on the platform. This integrated approach ensures a harmonious balance between individual customization and standardized regulations.

10. Proprietary Rights of Wonnda

All elements and intellectual properties associated with our Services, excluding user-provided content, remain the sole and exclusive property of Wonnda and its licensors. This encompasses, inter alia, copyrighted materials, trademarks, and distinctive brand features. No provision in this Agreement shall be construed as granting, by implication or otherwise, any license or right to use any of Wonnda's intellectual property without our express written consent.

11. Limitation of Liability

Wonnda acts solely as an intermediary platform, introducing buyers to sellers, providing a technical infrastructure, and does not participate in or assume liability for any contracts or transactions between buyers and sellers, between sellers and sellers, or between buyers and buyers, for goods or services created through its platform. Accordingly, Wonnda shall have no liability for any claims, losses, damages, costs, expenses, or other liabilities, whether in contract, tort, or otherwise, arising out of or in connection with any actions or omissions of buyers, sellers, or any other parties involved in transactions facilitated by the Platform. This exclusion of liability applies to the fullest extent permitted by applicable law, and notwithstanding the foregoing, shall not exclude or limit any liability that cannot be excluded or limited under applicable law.

12. Disclaimer of Warranties

The Services provided by Wonnda are furnished "AS IS" and "AS AVAILABLE", without any express or implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. Wonnda does not warrant the completeness, accuracy, availability, timeliness, security, or reliability of the Services. No representation or other affirmation of fact, whether oral or written, shall constitute a warranty beyond the provisions of this Agreement.

13. Contract Duration and Termination

The user agreement with Wonnda remains in effect for an indefinite period, commencing upon contract ratification. Either party retains the right to terminate the agreement, without cause, with a notice period of 14 days prior to the end of the contract term (membership). Termination notices must adhere to a written format to an address submitted by the user to Wonnda. This includes physical letters or digital letters created and sent through digital means, such as email or a secured messaging portal, with proper authentication and acknowledgment of receipt.

Either party's statutory rights to terminate the agreement for significant cause remain unaffected. Upon contract termination, any existing financial obligations shall persist. Wonnda retains the discretion to remove any seller's listings if deemed necessary post-termination.

14. Amendments to the Agreement

Wonnda reserves the right to modify these Terms when required to accommodate unforeseen developments that might disturb the contractual balance, provided they do not alter fundamental provisions. Users will be informed of such modifications, in written form, a minimum of 30 days before implementation. Should the changes negatively impact the user, they reserve the right to terminate the agreement, in writing, effective when the changes are implemented. Silence from the user upon notification shall be interpreted as acceptance of the revised Terms.

15. Data Protection and Privacy

The protection and privacy of user data remain paramount to Wonnda. All personal data provided is processed in accordance with our Privacy Policy (https://wonnda.notion.site/Data-Privacy-6a63fd0c9f28475bab60de00ea76e703). Utilizing our Services constitutes the user's agreement to our data collection, processing, and usage practices, as detailed in the aforementioned Privacy Policy.

16. Final Provisions

The official language for contractual and other formal communications shall be English. Users are prohibited from assigning or transferring any rights or obligations under this Agreement. However, Wonnda retains the right to assign or delegate rights and obligations under this Agreement without prior notification.