Order Portal Terms of Service

1. Introduction

Welcome to the Order Portal, the Order Portal is a B2B SaaS software service created by Orderchamp. Where in these Terms reference is made to “Orderchamp”, “Provider”, “our”, “us”, and/or “we” this means Orderchamp B.V., commercial register number 72677872, located at Korte Leidsedwarsstraat 49-1, 1017 PW Amsterdam and any of its affiliates.
Any reference to “you” and/or “your” and/or “user” means any visitor of the Site and/or the Application and any user of the Services and Content. These Terms govern your use of the Services, and constitute a binding legal agreement between you and Orderchamp. Please read these Terms in relation to the Order Portal and additionally the General Marketplace terms including the Additional Retailer Terms, Additional Brand Terms, Additional Fulfilment Terms, Dropshipping Terms, each of which may apply to your use of additional parts to the Services, and the Privacy Policy, and Data Processing Agreement, all of which govern your access to and use of the Services. The Services are available solely to users who are 18 or older. If you are entering into these Terms on behalf of a company, you warrant that you have the authority to bind that party to these Terms. 

2. Definitions & Interpretations

1. "User" means a natural person representing a brand.
2. “Provider” means the company Orderchamp B.V., a limited liability company registered in Amsterdam, The Netherlands, with registration number ‘ 72677872’ and also known by its trade names: ‘Orderchamp’ and ‘Order Portal’.
3. "Order Portal" means the account of a Supplier that is used to log in to the online environment of the Service.
4. "Orderchamp Supplier Account" means the account of a Supplier that is used to log in to the online environment of the Service.
5. "Brand" is equal to a Supplier, this definition can be used interchangeably.
6. "Supplier" means a company, not a natural person, selling physical products to other businesses. Can also be referred to as a ‘Supplier’. These companies are typically: Brand Manufacturers, Distributors, Wholesalers and/or Agents.
7. "Terms of Service" is also referred to as TOS, these terms of service.
8. "Order Form” means the Order Portal subscription agreement, as (digitally) signed between Supplier and Provider.
9. “Service” means the Service as described in art. 3 entire of these Terms of Service.
10. “Backoffice” means the online management environment where a Brand can view its orders and manage products.
11. "Buyer" means a person or company that makes a purchase from a brand on the Order Portal.
12. "Storefront" means the webshop section of the Order Portal, accessible to Buyers.
13. "Agreement" means the complete Agreement between the Supplier and Provider, pertaining to the Service, which includes these Terms of Service and the Order Form. The Agreement may include other understandings between parties if confirmed in writing as described under art. 3.3 of these Terms of Service.

Words in the singular include the plural and and vice versa.

3. Description of Service

3.1 Provider provides a software solution ("Order Portal") that enables Suppliers to create and manage their own branded B2B webshop to facilitate direct sales to their business customers. Through the Order Portal, Suppliers can independently showcase their products, manage customer interactions, and process transactions without the intermediation of Provider as a merchant of record.

3.2 Provider acts solely as a software provider, offering the technical infrastructure and tools to facilitate these activities. Suppliers are fully responsible for managing their webshop, including but not limited to product listings, pricing, order fulfillment, and customer service. 

3.3 The specifications, such as limits to- and available features-, of the Service offered by Provider and accepted by the Supplier are described in the Order Form. Provider and the Supplier may agree on additional services to the Service which will only be binding if confirmed in writing by Provider.

3.4 Multiple pricing and feature packages may exist covering the following scopes of the Service:
3.4.1 Single Supplier Portal: Manages their products and orders from a single Backoffice, products are available on a single Storefront.

3.4.2 Multi Supplier Portal: Manages their products and orders from a single Backoffice, products are available on multiple Storefronts.
3.4.3 Multi Supplier Marketplace: Manages their products and orders from a single Backoffice connected with multiple other participating supplier Backoffice’s, products are available on a single Storefront.

4. Performance of the Service

4.1 Provider will use its commercially best efforts to deliver the Service under the Agreement in a professional manner consistent with good industry standards.

5. Updates and changes to the Service

5.1 Provider will use its best efforts to regularly update its Platform to repair bugs and to make small improvements. Provider may, from time to time, further change the scope of its Services which means that certain features may disappear and new features may be introduced. Provider has the right to change its Services, to its own discretion, as long as these do not materially change the core functionality of the Services.

6. Repairs or maintenance of the Service

6.1 It may be necessary for Provider to perform scheduled or unscheduled repairs or maintenance, or to improve or adapt the Platform, which may temporarily degrade the quality of the Services or result in a partial or complete outage of the Platform. Provider will try to carry out such repairs or maintenance during times that will cause the least disruption to the User’s business, preferably during evening or nighttime hours.

7. Transactions on the Service

7.1 Suppliers are responsible for their transactions and engagements with Buyers, which are governed by the Supplier’s own terms and conditions, provided these terms do not conflict with the Provider Terms of Service. Provider disclaims any liability for the actions, omissions, or agreements between Suppliers and Buyers. 

7.2 The Order Portal is intended exclusively for use by registered businesses engaging in B2B transactions.

7.3 Payment for the accepted Order shall be processed by one, or multiple,  third party payment processor integrated by Provider and engaged by the Supplier. Depending on the method and conditions of payment, Provider may receive and hold the payment on an escrow payment platform where it shall be released to the Supplier once the payment conditions have been fulfilled. Provider cannot be held liable for any default by a Customer in relation to its payment obligations for Orders.

7.4 The Supplier retains full responsibility for the adequate and professional handling of all queries, warranty claims, return requests, and complaints from Retailers relating to Goods offered and ordered. This Agreement does not transfer any such responsibility to Provider and shall not be interpreted to impose any such obligations on Provider.

8. Support

8.1 Provider shall provide to the User a reasonable level of support by means of making online documentation available and providing a helpdesk that is available by phone and by email (support@orderchamp.com) during normal business hours as specified on Provider’s website.

9. Account Terms and User Responsibilities 

9.1 The User must create an account to access the services, which can be an account created specifically for the Order Portal or an Orderchamp Supplier Account.

9.2 The User is responsible for choosing a strong and safe password and keeping it confidential. The User shall not be allowed to share its credentials for access to the Services with any third party or allow any third party to use the Services.

9.3 The User agrees to provide accurate, current, and complete information during the account registration process and update such information as necessary. 

9.4 The User is responsible for maintaining the confidentiality of their login credentials and ensuring all activities conducted under their account comply with these Terms.

9.5 The User warrants that they have the authority to represent their company and enter into this Agreement on its behalf for the use of the Portal.

9.6 All acts that take place through the User’s account or any connected user accounts shall be attributed to and under the responsibility of the User. In the event that the User suspects abuse of the account it shall immediately notify Orderchamp to allow Orderchamp to take the appropriate measures.

10. User Conduct

10.1 A User is not permitted to use the Service for processes and/or acts that conflict with applicable laws or regulations or these Terms of Service or that infringe the rights of any third party. This includes, but is not limited to, the following processes and acts:

10.1.1 Spamming: the sending of large quantities of unsolicited -mails with the same content and/or the unsolicited news group posting of a message with the same content in large quantities on the Internet. Also included here is spam that is sent referencing a website, email address or other service at Orderchamp;

10.1.2 Committing an infringement on copyrighted works, or defying the intellectual property rights of third parties;

10.1.3 Sexual intimidation or the harassing of persons in any way;

10.1.4 Hacking: accessing of other computers or computer systems on the Internet without having first acquired permission to do so;

10.1.5 Any other violation of (local) legislation or mandated industry guidelines.

10.2 Orderchamp reserves the right to monitor the acts and behavior of the User on the Platform for the purpose of ensuring compliance with these Terms of Service and to improve the functionality of its Services.

11. Measures by Orderchamp

11.1 Orderchamp may suspend or limit User’s access to the Services and Platform immediately if Orderchamp, in its sole discretion, believes:

11.1.1 Such suspension is required by law, or;

11.1.2 the User has breached any of its obligations under this Contract (including the obligation to pay the Fees), or;

11.1.3 the User is infringing any applicable law by using the Services or the Platform, or;

11.1.4 there is a security or privacy risk to the User or other Users. To the extent reasonably possible, Orderchamp shall notify the User of a suspension in advance.

12. License and Use of Services

12.1 The Provider grants the User a non-exclusive, non-transferable, revocable license to access and use the Portal solely for business purposes. 

12.2 The User agrees to use the Order Portal in compliance with all applicable laws, acceptable business standards and regulations.

13. Payment of Fees and Taxes

13.1 The User agrees to pay all fees associated with the use of the Order Portal, as outlined in the Order Form.

13.2 All fees are exclusive of taxes, and the User is responsible for any applicable taxes arising from their use of the services. 

13.3 All payments are due within 14 days of the invoice date.

13.4 All payments are to be made in Euros unless specifically agreed otherwise.

13.5 In the event of non-payment, the Provider reserves the right to apply a late fee of 1.5% of the outstanding balance per month, beginning 15 days after the due date with a minimum of 40 euros.

13.6 The Provider may suspend or terminate the User’s access to the Portal if payment is not received within 30 days of the due date. 

13.7 The User shall also be liable for any reasonable costs incurred by the Provider in collecting overdue payments, including legal fees and collection agency charges.

13.8 If the User uses the integrated payment services through our Payment Service Provider under the Orderchamp pricing model instead of their own, the associated fees and obligations will be invoiced separately by Orderchamp.

14. Intellectual Property Rights

14.1 The Portal and all related materials, including logos, trademarks, and content, are the intellectual property of the Provider. 

14.2 Nothing in these Terms shall be interpreted as a transfer of any Intellectual Property rights  from the Provider to the Supplier nor to the User.

14.3 The User retains ownership of any content they upload to the Portal but grants the Provider a license to use such content for providing and marketing the Service.

14.4 All intellectual property rights relating to the Platform and the Services, including copyrights on the source code of the Platform and database rights (in Dutch: ‘Databank recht’) for any and all Product Content on the Platform and any documents or any other material provided to the User in connection with the performance of the Contract shall be and remain the property of Provider. Unless explicitly permitted under these Service Terms, the User shall not be permitted to use any of these intellectual property rights, including but not limited to extracting any data from Provider’s website or the Platform by using web crawlers or web scrapers, without the prior written approval of Provider. Any intellectual property rights which are created as a result of the performance of the Services by Provider and the use of the Services by the User will be the property of Provider, except for intellectual property rights relating to User Data.

15. Limitation of Liability and Indemnification

15.1 The Provider’s liability for damages arising from this Agreement is limited to the fees paid by the User in the 3 months preceding the claim. 

15.2 The User agrees to indemnify and hold the Provider harmless from claims, damages, losses, or liabilities, including attorney’s fees, arising from:

- The User’s breach of this Agreement.

- The User’s misuse of the Portal.

- Any third-party claims related to the User’s content or use of the Portal. 

15.3 The Provider is not responsible for any loss, injury, or damages resulting from the use or inability to use the Portal. This includes but is not limited to any indirect, incidental, special, or consequential damages, or for any loss of revenue, profits, data, or use, even if advised of the possibility of such damages.

16. Privacy and Personal Data Protection

16.1 When carrying out the Services, Provider may be provided access to or otherwise obtain or handle information relating to identified or identifiable individuals (Personal Data). The processing by Provider of Personal Data relating to the Users shall be described in the Privacy Policy which is made available on www.orderchamp.com/privacy. Provider’s processing activities relating to Personal Data in its capacity as a processor on behalf of the User in accordance with the EU’s General Data Protection Regulation shall be described and governed by a separate Data Processing Agreement which shall form an integral part of the Contract and can be found on: www.orderchamp.com/dpa

17. User Data

17.1 All intellectual property rights, including copyrights and database rights, on any User Data shall belong exclusively to such User. Provider shall have a limited right of use relating to the User Data for the sole purpose of delivering and improving its Service, monitoring and for meta analysis. For the avoidance of doubt, Provider does not and will not, use, Order Portal data from a Suppliers to market other solutions and services (such as the Orderchamp Marketplace) to a Suppliers’ customers

17.2 The User understands and agrees that the download and upload of any User Data through Provider is done at the User’s own risk and that Provider cannot guarantee a back-up of the User Data. The User will be solely responsible for a timely and adequate back-up of the User Data and prevention of any loss or damage to their computer system or User Data.

18. Disclaimer of Warranties

18.1 Provider does not give any guarantee in relation to the performance and availability of the Services and the Platform. The Services are provided “AS-IS” and, to the extent permitted by law, Provider hereby disclaims all implicit or explicit warranties or fitness for a particular purpose. All advice that Provider gives and notifications and statements that Provider provides concerning, amongst others, the characteristics of the Services are entirely free of obligation and are provided by Provider as non-binding information.

19. Confidentiality

19.1 Confidential Information means any information, whether in written, verbal or other form, that relates to Provider or the User (or any of its businesses) and which is disclosed to the other party in connection with the Service Contract or on the Platform, including but not limited to but shall not include information that (i) is at the relevant time of disclosure publicly available or become so other than as a result of a breach of the Service Contract, (ii) is received by the other party from a third party who did not acquire it in confidence or (iii) is independently developed by the other party without any breach of the Service Contract.

19.2 Provider and the User shall, during the term of the Service Contract and for an indefinite term after the expiry of the Service Contract, keep strictly confidential and secret and shall not disclose to any third party any confidential information relating to the other party unless specifically permitted under the contract or necessary to perform its obligations under the Contract. Provider and the User shall further safeguard confidential information from disclosure using no less than a commercially reasonable standard of care.

19.3 The obligation of confidentiality shall not apply to any party who is required by law or by any governmental authority to which it is subject to disclose any Confidential Information, in which case such party shall be entitled to disclose the Confidential Information provided that it (i) notifies the other part in writing of the disclosure, to the extent permitted, (ii) it consults with the other party how to minimize or avoid the disclosure and (iii) receives a confidentiality undertaking to the same level as in this Contract form the party to whom the Confidential Information is (to be) disclosed.

19.4 In the event that either party learns that a person or entity has gained unauthorized access to the other party’s Confidential Information, such party shall immediately notify in writing the party whose Confidential Information has been so compromised, providing the full particulars of such access or disclosure.

20. Security

20.1 Provider has taken all reasonable appropriate technical and organizational security measures to protect the Platform and the data stored on it against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, in particular where the processing involves the transmission of data over a network.

21. Liability

21.1 To the extent legally possible, Provider does not assume, nor does it authorize any person or entity to assume on its behalf, any other liability in connection with the provision of the Service and the use of the Platform. In no event shall Provider be liable to a User or to any third party for any loss of profit or any indirect, consequential, exemplary, incidental, special or punitive damages arising from the User’s use of the Services, even if Provider has been advised of the possibility of such damages.

21.2 Notwithstanding anything to the contrary contained herein, the liability of Provider to the User for any damages arising from the User’s use of the Platform or the Services (for any cause whatsoever and regardless of the form of the action), will be limited to the Fees paid by such User relating to a period of three months.
The limitations of liability provided in these terms of service serve Provider, shareholders, affiliates and to all of our respective officers, directors, employees, attorneys and agents and, in each case, liability is limited to the fullest extent as permitted by law. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to the User, who may also have other legal rights that vary from jurisdiction to jurisdiction.

22. Force Majeure

22.1 Limitations or impediments to the provision of Services can occur that lie outside the sphere of influence of Provider and are caused by Force Majeure. If Provider, as a result of such Force Majeure, is limited in complying with its obligations under the Service Contract, it is entitled to suspend the carrying out of Service Contract. The User has in that case no right to damage, costs or interest compensation.

22.2 Force Majeure includes the following: technical terms and conditions of the internet beyond the influence of Provider, impediments as a result of the hardware and software that the User uses or caused by the technical infrastructure it uses, disruptions to the electricity supply, hacking, Denial of Service Attacks, strikes, fire, accident or staff illnesses, unforeseen problems by Provider and every other circumstance that is not exclusively dependent on the will of Provider.

23. Fees, Invoicing and Payment

23.1 For the Services the Supplier shall pay the fees as described in the Order Form and any other fees as described in these Terms of Service or specifically agreed between the User and Provider in writing (the Fees). The Fees shall be monthly unless specified otherwise in the Order Form.

23.2 All Fees are excluding any applicable VAT unless explicitly described otherwise. 

23.3 Out-of-plan fees

23.3.1 Provider may facilitates the option to, instead of upgrading to a larger plan, upgrade the current plan with additional features. The additional features and Fees connected to these upgrades shall become part of the Contract as per the date as confirmed in writing by Provider and shall be included on the invoice in the month following the month wherein the Out-of-plan costs were incurred.

23.3.2 Order Processing Fee: A revenue based commission Fee may be charged to the Supplier on specific transactions that a Supplier performs on the Platform (Order Processing Fee). The amount of the Order Processing Fee shall be specified in the Order Form and shall be charged over any Order transaction that takes place on the Platform and withheld from the amount of the transaction (excluding VAT, if applicable) paid to the Supplier. The Order Processing Fee that has occurred will be specified and be listed on the invoice in the month following the month where Commission Fee was charged.

23.4 Provider will invoice all Users for the Fees in advance on a monthly or (multi-) annual basis as specified in the Order Form.

23.5 All payments made by a User under the Service Contract are non-refundable and shall be made via the automatic payment method specified in the Order Form or otherwise as agreed between the User and Provider. All payment dates are firm dates and upon the expiration of a payment date the user shall be immediately in default without any notice being required. Without prejudice to any other rights and remedies available to Provider, in the event of a late payment, failed attempt to charge the credit card and/or failed attempt to debit cash via direct debit, Provider is entitled to charge administration costs of EUR 15 to cover its expenses. Any costs incurred stemming from a chargeback or Report Unjustified Direct Debit shall be added to this amount.

23.6 Provider is entitled to adjust the Fees on an annual basis. Provider shall notify the User of the Fee adjustment at least 30 days in advance. If the User does not agree with the Fee adjustment, it shall be entitled to terminate the contract as per the effective date of the Fee adjustment.

24. Duration, Extension and Termination

24.1 The Service Contract shall have an initial term of twelve months or any other term as specified in the Order Form (the Initial Term).

24.2 Upon expiry of the Initial Term, the term of the Service Contract shall automatically renew for periods of 12 months, unless specified otherwise in the Order Form (Renewal Term).

24.3 User or Provider is entitled to terminate the Service Contract as per the end of the Initial Term or Renewal Term (jointly referred to as Term) by sending a written notification, including by email or through the user section on the Platform, to the other party observing a notice period of one month.

24.4 Provider is entitled to terminate the Service Contract with immediate effect by giving the User written notice without any liability for damages, in the event of:

24.4.1 A breach by the User of its obligations of the Service Contract which, to the extent possible and upon receipt of a notice thereof with a reasonable remedy period from Provider, the User has not remedied and/or;

24.4.2 the (impending) suspension of payments or bankruptcy of the User.

24.5 Upon termination of the Service Contract the User shall no longer have access to the Services and the Platform. Provider is entitled to terminate the User accounts and to delete all User Data on the Platform or make it inaccessible. Termination of the Service Contract by Provider shall not limit the User’s obligation to pay all applicable fees and shall be without prejudice to any other remedies available to Provider.

24.6 After termination of the Service Contract, regardless of the nature, the provisions that are intended by their terms to survive the Service Contract will remain valid and in force.

25. Changes to the Agreement

25.1 The User acknowledges and agrees that Provider may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on its website and by notifying the User. Such amendments to the Terms of Service are effective as of the date of posting. The Users continued use of the Services after the amendment of the Terms of Service constitutes the agreement to, and acceptance of, the amended Terms of Service. If a User does not agree to any of the changes to the Terms of Service, it shall notify Provider within 2 weeks of the date of posting these amendments. Provider shall review grounds on a case-by-case basis.

25.2 The Provider may modify this Agreement at any time, with notice provided to the User via email or the Portal. Continued use of the Portal after such modifications constitutes acceptance of the revised terms.

26. Contact Information

For any questions or concerns regarding this Agreement or the Portal, the User may contact:

- Website: https://www.orderportal.com

- Email: support@orderchamp.com

- Phone: +3120 308 0808

27. Final Provisions

27.1 The Service Contract shall exclusively be governed by Dutch law.

27.2 The competent courts in Amsterdam, the Netherlands shall have exclusive jurisdiction to settle any dispute in connection with the Service Contract without prejudice to the right of appeal and that of appeal to the Supreme Court.

27.3 User may not assign any of its rights or obligations under the Service Contract without Provider’s prior written consent. Provider may, without User’s prior consent, assign its rights and obligations under the Service Contract to a third party.

27.4 In the event that one or multiple provisions or requirements of the Service Contract are in violation of governing law, the validity of other provisions or requirements shall not be affected thereby and shall be enforced and remain in full force and effect. In the place of the null or invalid provisions, a suitable regulation shall apply which mirrors, as closely as possible, the intention of the parties and the economic result aimed for by them, in a legally effective way.

27.5 The failure of Provider to exercise or enforce any of the rights and/or provisions set out in the Service Contract shall not constitute a waiver of set rights and/or provisions. Any waiver of any provision of Service Contract shall only be effective if made in writing and signed by Provider.