Business platform terms

These terms apply between Merco Technologies B.V. (intended operator; registration pending) (“Merco”) and the business accepting them (“Customer”). A representative accepting for the business must have authority. Invited users accept the account-use rules for their access; joining a team does not itself grant authority to bind the business to a new DPA, purchase or payment instruction. Merco is offered strictly for professional business use, not personal consumer purchases. An access request alone does not create a paid subscription or an order for goods.

The account-use agreement is formed by an authorised acceptance at registration or an agreed written order. Paid services additionally require an agreed service and price before purchase. These terms must be available to save before acceptance. The applicable version and acceptance are recorded. Draft terms do not activate paid services.

An agreed order form prevails for commercial details. The DPA prevails on customer personal-data processing. A separate payment schedule governs approved payment functions. Buyer–supplier contracts and carrier/provider terms govern their own services; Merco’s software terms do not replace them.

Merco provides sourcing, Studio, document, payment-workflow and logistics software. The buyer and supplier are responsible for their goods contract, specifications, price, delivery terms, quality, inspection and approvals. Merco does not take title to goods or become importer/exporter of record merely because an order uses the platform. Any different role must be agreed expressly.

Capability evidence, landed-cost estimates, tariff information, generated documentation and shipment dates assist decisions. They do not guarantee customs clearance, certification, goods quality or a final landed cost. The responsible business verifies classification, origin, taxes, product requirements and filings. Features relating to a regulation apply only to products and transactions actually within its scope.

Keep business information accurate, control your team’s access and protect credentials. Notify Merco promptly of suspected unauthorised access. Only upload material you may lawfully process and share. Do not use the service for fraud, prohibited goods, sanctions evasion, unlawful content, infringement, attacks or bypassing access controls. The acceptable-use and reporting policy explains reporting and review.

Merco may investigate credible misuse and proportionately restrict access where necessary for safety, legal duties or contractual breaches. We explain restrictions and offer a route to review unless law or a concrete security risk prevents it. Existing order records and required legal holds are handled separately from an account restriction.

You retain your rights in uploaded designs, references and customer content. You grant Merco a limited licence to process them, use the necessary providers and share them with recipients you authorise, solely to deliver the service. A factory-sourcing handoff authorises sharing the selected brief and relevant files with the selected/invited factories.

As between you and Merco, you may use Studio output delivered to you for your business, subject to rights that can lawfully be granted and any third-party restrictions. AI output may be similar to other output and may not be eligible for exclusive copyright. Merco does not promise exclusivity, non-infringement or a production-ready pattern.

Review and approve dimensions, material, construction, grading, fit and technical feasibility with a qualified factory/designer before sampling or production. Merco’s software, brand and pre-existing materials remain its or its licensors’ property. Customer designs are not licensed to Merco for unrelated resale or public promotion without separate permission.

The accepted commercial agreement states price, currency, VAT/tax treatment, billing period, included usage, overage prices and any platform/payment fees. No undisclosed fee can be deducted from an order. Usage limits, renewal and cancellation must be shown before purchase.

Unless the accepted agreement states a fixed term, a recurring subscription can be cancelled before the next billing period through the notified account/support route. Cancellation stops renewal; it does not cancel an existing buyer–supplier order or reverse a completed provider payment. Fees already earned remain due; prepaid unused fees are refunded where the agreement or mandatory law requires it. If Merco discontinues a paid service without customer breach, unused prepaid service fees are refunded proportionately.

There is no statutory consumer cooling-off period for genuine B2B purchases. Merco may offer a contractual cancellation right expressly. Payment timing and dispute rights for goods and samples belong in the relevant order agreement.

Payment functions require a separately approved provider arrangement. Before funding, the payment schedule must identify the provider entity, account structure, legal holder/beneficiary of funds, release conditions, fees, refunds, disputes and protection in insolvency. Do not send order funds using draft documentation.

Airwallex is the intended provider. A Merco balance displayed in the platform is a workflow/accounting record, not proof of a trust account, deposit guarantee or regulated escrow product. Merco’s incorporation and Airwallex’s licences do not, by themselves, authorise every proposed funds flow. Only the approved and disclosed model may be activated.

Each party protects non-public business information with reasonable care and uses it only for the agreed service or transaction. Necessary disclosure to authorised teammates, providers, trading partners or authorities is permitted under appropriate duties. Confidentiality does not cover information lawfully public, independently developed or properly obtained elsewhere.

The privacy notice covers Merco’s controller activities. The DPA covers processing on customer instructions. You are responsible for your own lawful collection, instructions and recipient access. Data export and switching rights under applicable law remain available; commercially agreed terms cannot remove mandatory rights.

Merco will provide the agreed service with reasonable skill and care. Report defects promptly so we can investigate and correct them. We do not promise uninterrupted service, error-free AI, guaranteed sourcing outcomes or guaranteed shipment/clearance dates.

Subject to mandatory law, Merco’s aggregate liability for ordinary contractual claims is limited to the greater of EUR 10,000 and the Merco service fees paid or payable by the Customer in the preceding twelve months. The cap does not apply to fraud, wilful misconduct, gross negligence by Merco’s management, liability that cannot legally be limited, or an obligation to return or account for customer funds. Neither party is liable for indirect loss to the extent a lawful exclusion is applicable. This clause does not reduce data-subject rights or mandatory provider protections.

A delay caused by circumstances reasonably beyond a party’s control excuses performance only to the extent affected, with prompt notice and reasonable mitigation. It does not excuse protecting held information, accounting for funds or obligations that can still be performed.

Material adverse changes require advance written notice, normally at least thirty days, and an opportunity to end the affected service before the change takes effect. Shorter notice is used only where legally required or necessary to address an urgent security issue. Changes do not retrospectively alter an accepted goods order or agreed payment-release condition.

Either party may end the relationship for a material breach not remedied within thirty days after notice; urgent unlawful conduct can justify immediate restriction or termination. On ending, we facilitate a reasonable export and apply the DPA’s return/deletion process, while preserving legally required records and unresolved order/funds obligations.

Send platform complaints to Contact email to be confirmed before publication; include the order/reference and the resolution sought. These terms use Dutch law. The competent court at [Dutch court/registered-office venue to be confirmed] has jurisdiction, subject to mandatory law. Consumer terms are not silently substituted if the business model changes.