Terms of Use
**Effective date:** ‹effective_date› **Operator:** ‹controller_name›, ‹registered_address› **Contact:** ‹contact_email›
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1. Introduction and Scope
1.1 These Terms of Use ("Terms") govern access to and use of the WAW365 platform, including the website, APIs, and any associated services (collectively, the "Platform"), operated by ‹controller_name› ("Operator", "we", "us").
1.2 WAW365 is a business-to-business (B2B) online marketplace that connects suppliers of automotive parts and related goods ("Suppliers") with business buyers ("Buyers"). By registering an account or otherwise accessing the Platform, you represent that you are acting in a commercial or professional capacity and that you accept these Terms in full.
1.3 These Terms constitute a legally binding agreement between you ("User", "you") and the Operator. If you do not accept these Terms, you must not use the Platform.
1.4 Users who are Suppliers are additionally subject to the Supplier-specific obligations set out in Section 7. Users who are Buyers are additionally subject to the Buyer-specific provisions in Section 8. Where a User acts in both capacities, both sets of provisions apply.
1.5 These Terms apply to Users located in the European Union (including Poland), Norway, Ukraine, and worldwide. Where mandatory local consumer-protection or commercial law applies, nothing in these Terms limits rights granted by that law. However, as the Platform is exclusively B2B, EU consumer-protection directives (e.g., the Consumer Rights Directive 2011/83/EU) do not apply.
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2. Definitions
| Term | Meaning | |---|---| | **Platform** | The WAW365 website, mobile interfaces, and APIs operated by the Operator. | | **User** | Any natural or legal person who holds a registered account on the Platform. | | **Supplier** | A User who lists parts, products, or catalogues for sale or quotation on the Platform. | | **Buyer** | A User who places enquiries or orders for parts listed on the Platform. | | **Order** | A confirmed purchase transaction initiated by a Buyer in respect of a Supplier's listing. | | **Listing** | A product record published by a Supplier on the Platform, including price, stock, and description data. | | **Content** | Any data, text, images, catalogues, part numbers, descriptions, and other materials submitted to the Platform. |
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3. Registration and Eligibility
3.1 **Business use only.** The Platform is available exclusively to legal entities and to natural persons acting in the course of their trade, business, craft, or profession. Registration by natural persons acting as consumers is not permitted.
3.2 **Account requirements.** To register you must provide accurate and complete information, including your legal entity name, registered address, VAT/tax identification number (where applicable), and a valid business email address. You must keep this information up to date.
3.3 **Authorised representatives.** Where the registering individual acts on behalf of a legal entity, that individual represents and warrants that they have authority to bind the entity to these Terms.
3.4 **Verification.** ⚠ Confirm what identity/KYB verification steps the Operator performs (document upload, third-party KYB service, manual review, none) and document them here. The Operator reserves the right to verify the information provided and to decline or suspend any registration at its sole discretion.
3.5 **One account per entity.** Each legal entity may maintain one active account unless the Operator grants written permission for multiple accounts.
3.6 **Account security.** You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You must notify the Operator immediately at ‹contact_email› if you suspect unauthorised access.
3.7 **Minimum age.** Any individual accessing the Platform on behalf of an organisation must be at least 18 years old.
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4. The Operator's Role — Marketplace Facilitation
4.1 **Facilitation only.** The Operator provides technology infrastructure and services that enable Suppliers and Buyers to find each other and transact. ⚠ Confirm definitively whether the Operator is or is not a party to the sale contract formed between Supplier and Buyer. The following clause is drafted on the assumption the Operator is NOT a party to the sale; amend if the Operator acts as commissionaire, disclosed/undisclosed agent, or principal. The Operator is not a party to any sale, purchase, or supply contract concluded between a Supplier and a Buyer through the Platform.
4.2 **No agency, no resale.** The Operator does not purchase, hold, or resell any automotive parts. Nothing in these Terms or the Platform's operation creates an agency, partnership, joint venture, employment, or franchise relationship between the Operator and any User.
4.3 **Operator's limited liability for transactions.** Because the Operator is not a party to Supplier–Buyer transactions, the Operator bears no liability for: (a) the quality, fitness, conformity, or safety of parts listed or delivered; (b) fulfilment of any order; (c) pricing errors, stock inaccuracies, or delivery delays; (d) disputes between Suppliers and Buyers. The parties to a transaction are solely responsible for resolving disputes arising from it.
4.4 **Platform integrity.** Notwithstanding the above, the Operator may, in its discretion, assist in the resolution of disputes, remove Listings that breach these Terms, or suspend Users whose conduct threatens the integrity or reputation of the Platform.
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5. Acceptable Use
5.1 You must use the Platform only for lawful purposes and in accordance with these Terms. You must not:
(a) upload or transmit Content that is false, misleading, defamatory, obscene, unlawful, or that infringes third-party intellectual property rights;
(b) impersonate any person or entity or misrepresent your affiliation;
(c) use automated tools, bots, scrapers, or crawlers to extract data from the Platform without the Operator's prior written consent;
(d) attempt to gain unauthorised access to the Platform, other Users' accounts, or the Operator's infrastructure;
(e) transmit malware, viruses, or other harmful code;
(f) use the Platform in a manner that could damage, disable, overburden, or impair the Platform or interfere with any other User's use;
(g) engage in any form of spam, unsolicited commercial communications, or phishing directed at other Users via the Platform;
(h) circumvent any technical protection measures or access controls;
(i) use the Platform to facilitate transactions that are prohibited by applicable sanctions, export control, or anti-money-laundering laws;
(j) re-sell or sub-licence access to the Platform to third parties.
5.2 The Operator reserves the right to monitor use of the Platform for compliance with these Terms and applicable law, including through automated means and GeoIP analysis. ⚠ Confirm scope of monitoring and ensure alignment with the Privacy Policy's legitimate-interest basis.
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6. User Content and Licence
6.1 **Ownership.** You retain ownership of any intellectual property rights in Content you submit to the Platform.
6.2 **Licence to the Operator.** By submitting Content you grant the Operator a worldwide, royalty-free, non-exclusive licence to host, store, process, reproduce, display, and transmit that Content solely for the purposes of operating and improving the Platform and providing services to Users.
6.3 **Accuracy.** You represent and warrant that Content you submit is accurate, complete, and does not infringe any third party's rights or violate any applicable law.
6.4 **Removal.** The Operator may remove Content that, in its reasonable judgement, breaches these Terms or any applicable law, without prior notice and without liability.
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7. Supplier Obligations
7.1 **Accurate listings.** Suppliers must ensure that all Listings are accurate, complete, and up to date at the time of publication. Listings must include, at a minimum: part number, manufacturer/brand, condition (new/used/remanufactured), price (inclusive of applicable taxes or clearly stated as exclusive), currency, and available stock quantity.
7.2 **Stock accuracy.** Suppliers must update or remove Listings promptly when parts become unavailable or when price, condition, or specification changes. ⚠ Confirm whether the Platform imposes SLA obligations on Suppliers for stock-refresh frequency and document them here.
7.3 **Legal compliance.** Suppliers represent and warrant that: (a) they have the legal right to sell the listed parts; (b) the parts comply with all applicable product-safety, homologation, and import/export regulations in the territories where they offer them; (c) they will honour confirmed Orders at the prices and terms set out in the relevant Listing.
7.4 **Intellectual property.** Suppliers must not list counterfeit, unlicensed, or replica parts, or use third-party trademarks, OEM part numbers, or imagery in a manner that is misleading or infringes third-party rights. ⚠ Confirm the Operator's policy on OEM catalogue data usage and third-party data licences.
7.5 **Taxes and duties.** Each Supplier is solely responsible for determining, collecting, and remitting any VAT, goods and services tax, customs duties, or other taxes arising from its sales. The Operator does not act as a deemed supplier for VAT purposes unless required by applicable law. ⚠ Review VAT obligations under EU OSS/IOSS rules and Ukrainian VAT law for the Operator's specific structure.
7.6 **Fulfilment.** Once an Order is confirmed, the Supplier must fulfil it in accordance with the order details and within any delivery window communicated through the Platform. Systematic non-fulfilment may result in account suspension.
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8. Buyer Obligations
8.1 **Order placement.** By confirming an Order, the Buyer enters into a binding purchase contract directly with the Supplier on the terms set out in the Listing at the time of Order confirmation.
8.2 **Payment.** ⚠ Describe the payment flow (platform-managed escrow, direct Supplier invoice, third-party payment gateway) and corresponding Buyer obligations here. Confirm whether the Operator handles funds.
8.3 **Inspection and acceptance.** Buyers must inspect received parts within ⚠ insert agreed inspection period of delivery and notify the Supplier of any defects, shortfalls, or discrepancies within that period. Failure to notify within that period may affect rights under the applicable sale contract.
8.4 **Prohibited purposes.** Buyers must not purchase parts for the purpose of resale in jurisdictions where the parts do not meet applicable product-safety or homologation requirements.
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9. Orders and Pricing
9.1 **Pricing snapshot.** The price displayed on a Listing at the moment a Buyer places an Order is the price at which that Order is confirmed ("Order Price"). Subsequent changes to a Listing do not affect a confirmed Order.
9.2 **Currency.** Listings may display prices in multiple currencies for informational purposes; the currency binding for an Order is ⚠ confirm which currency governs — PLN/EUR/NOK/UAH/other — and whether the Operator or Supplier sets it.
9.3 **Taxes.** Unless explicitly stated otherwise in a Listing, prices are exclusive of VAT and any other applicable taxes. Applicable taxes will be disclosed at checkout. ⚠ Confirm checkout tax-display logic.
9.4 **Order cancellation.** ⚠ Define Order cancellation rights available to Suppliers and Buyers (e.g., within X minutes of placement, subject to Supplier acceptance), including any fees or penalties.
9.5 **Platform fees.** The Operator may charge Suppliers transaction fees, subscription fees, or listing fees in accordance with a separate commercial agreement or fee schedule published on the Platform. ⚠ Attach or reference the current fee schedule. Such fees do not affect Buyers' obligations to Suppliers under the Order.
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10. Intellectual Property
10.1 **Operator's IP.** The Platform, including its software, design, trademarks, trade names, databases, and documentation, is owned by or licensed to the Operator and is protected by copyright, database rights, trademark law, and other applicable intellectual property laws. Nothing in these Terms grants you any rights in the Operator's IP except the limited right to use the Platform as set out herein.
10.2 **Restrictions.** You must not copy, modify, adapt, translate, reverse-engineer, decompile, or create derivative works of any part of the Platform, or remove any proprietary notices.
10.3 **Feedback.** If you submit suggestions, feedback, or ideas for improvement of the Platform, you grant the Operator a royalty-free, perpetual, irrevocable licence to use and implement such feedback without restriction and without compensation to you.
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11. Availability and Maintenance
11.1 The Operator will use reasonable commercial efforts to keep the Platform available. However, availability is not guaranteed. The Platform may be temporarily unavailable due to scheduled maintenance, updates, infrastructure incidents, force majeure events, or other causes outside the Operator's reasonable control.
11.2 ⚠ Confirm whether any SLA (uptime guarantee, scheduled maintenance windows, notice periods) applies to paid Supplier tiers and document it here or by reference to a separate SLA document.
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12. Disclaimers and Limitation of Liability
12.1 **"As-is" platform.** The Platform and all information, tools, and services provided through it are offered on an "as is" and "as available" basis without warranty of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, accuracy, or non-infringement, to the fullest extent permitted by applicable law.
12.2 **Supplier content.** The Operator does not verify the accuracy, completeness, or legality of Listings or other Supplier Content and makes no representations regarding the same. Buyers rely on Listings at their own risk.
12.3 **Exclusion of indirect loss.** To the fullest extent permitted by applicable law, the Operator shall not be liable for any: (a) loss of profits, revenue, or anticipated savings; (b) loss of business or contracts; (c) loss of data; (d) indirect, consequential, special, or punitive damages; arising out of or in connection with these Terms or use of the Platform, whether in contract, tort (including negligence), or otherwise, even if advised of the possibility of such damages.
12.4 **Cap on direct liability.** ⚠ Confirm the Operator's chosen direct-liability cap — for example, the greater of EUR 500 or fees paid in the preceding 12 months — and whether Polish/Norwegian/Ukrainian mandatory law imposes a minimum recovery right that would override any cap. Subject to clause 12.5, the Operator's total aggregate liability to any User in respect of any claim or series of related claims shall not exceed ⚠ liability cap amount and period.
12.5 **Mandatory liability.** Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by the Operator's negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot be excluded or limited under applicable law.
12.6 **B2B context.** Because the Platform is exclusively B2B, mandatory consumer-protection liability provisions that cannot be excluded from B2C contracts do not apply; however, mandatory B2B protections under applicable law (including Polish Civil Code, Norwegian Contracts Act, and Ukrainian commercial law) are not excluded. ⚠ Confirm with local counsel that the disclaimer and cap are enforceable in each target jurisdiction under applicable commercial law.
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13. Indemnification
13.1 You agree to indemnify, defend, and hold harmless the Operator and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to: (a) your breach of these Terms; (b) Content you submit; (c) your violation of any applicable law or regulation; (d) any dispute between you and another User arising from a transaction.
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14. Term, Suspension, and Termination
14.1 **Duration.** These Terms apply from the date you first access the Platform or create an account and remain in force until your account is terminated.
14.2 **Termination by User.** You may terminate your account at any time by submitting a written request to ‹contact_email›. Termination does not affect Orders already confirmed prior to termination.
14.3 **Suspension or termination by Operator.** The Operator may suspend or terminate your account with immediate effect if: (a) you materially breach these Terms and, where the breach is remediable, fail to remedy it within 14 days of written notice; (b) you engage in fraudulent, abusive, or unlawful conduct; (c) continued access poses a risk to the security or integrity of the Platform or other Users; (d) the Operator is required to do so by law or a competent authority.
14.4 **Effect of termination.** On termination: (a) your right to access the Platform ceases; (b) active Listings will be removed; (c) outstanding confirmed Orders must still be fulfilled in accordance with their terms unless the Operator, in its discretion, agrees otherwise; (d) provisions that by their nature survive termination shall continue to apply (including Sections 10, 12, 13, and 15).
14.5 **Data retention on termination.** Termination of your account does not affect the Operator's right or obligation to retain personal data and transactional records to the extent required by applicable law or set out in the Privacy Policy.
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15. Governing Law and Jurisdiction
15.1 ⚠ Confirm the Operator's principal place of establishment for governing law purposes (Poland, Norway, Ukraine, or another EU member state) and review with local counsel. The following is a placeholder structure only.
15.2 **General rule.** These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them shall be governed by and construed in accordance with the laws of ⚠ insert chosen governing law jurisdiction, e.g., the Republic of Poland / the Kingdom of Norway / Ukraine.
15.3 **Jurisdiction.** Subject to clause 15.4, each party irrevocably agrees that the courts of ⚠ insert chosen jurisdiction shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.
15.4 **Mandatory local jurisdiction.** Notwithstanding clause 15.3, to the extent that applicable mandatory law confers exclusive jurisdiction on the courts of another state (e.g., for Users established in Ukraine or Norway), that mandatory jurisdiction applies and cannot be overridden by these Terms. ⚠ Obtain local-counsel advice on whether EU Regulation 1215/2012 (Brussels Ia), the Lugano Convention (Norway), or Ukrainian procedural law overrides the chosen jurisdiction clause for Users in those territories.
15.5 **Alternative dispute resolution.** ⚠ Consider whether to include an ADR / arbitration clause for cross-border commercial disputes and, if so, specify the institution, seat, language, and rules.
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16. Force Majeure
16.1 Neither party shall be in breach of these Terms or liable for any delay or failure to perform obligations under these Terms if such delay or failure results from circumstances beyond its reasonable control, including acts of God, war, civil unrest, governmental actions, sanctions, cyberattacks on critical infrastructure, pandemics, or natural disasters ("Force Majeure Event").
16.2 The affected party must notify the other as soon as reasonably practicable and take reasonable steps to mitigate the effects of the Force Majeure Event.
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17. Privacy and Data Protection
17.1 The Operator processes personal data of Users in accordance with its Privacy Policy ⚠ insert hyperlink to Privacy Policy, which forms part of the contractual relationship between you and the Operator.
17.2 Where a Supplier provides the Operator with personal data about its own employees, representatives, or contacts for the purposes of account management or fulfilment, the Supplier warrants that it has a lawful basis to share that data and has informed those individuals accordingly.
17.3 The Operator complies with Regulation (EU) 2016/679 (GDPR) and, for Users located in Ukraine, with the Law of Ukraine "On Personal Data Protection" (Закон України «Про захист персональних даних»). Full details of data-subject rights are set out in the Privacy Policy.
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18. Amendments
18.1 The Operator may amend these Terms at any time. Where an amendment is material, the Operator will provide notice to Users via the email address registered to their account or by a prominent notice on the Platform, with at least ⚠ confirm notice period — suggested minimum 30 days for material changes days' notice before the amendment takes effect.
18.2 Your continued use of the Platform after the effective date of an amendment constitutes your acceptance of the amended Terms. If you do not accept an amendment, you must terminate your account before the amendment takes effect.
18.3 Non-material amendments (such as corrections of typographical errors or clarifications that do not alter the substance of any obligation) take effect immediately upon publication.
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19. Miscellaneous
19.1 **Entire agreement.** These Terms, together with the Privacy Policy and any separate commercial agreement between you and the Operator, constitute the entire agreement between you and the Operator in respect of the Platform and supersede all prior representations, negotiations, and agreements.
19.2 **Severability.** If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or, if modification is not possible, severed, and the remaining provisions shall continue in full force.
19.3 **No waiver.** Failure by the Operator to enforce any provision of these Terms at any time shall not constitute a waiver of its right to do so subsequently.
19.4 **Assignment.** You may not assign, transfer, or sub-contract your rights or obligations under these Terms without the Operator's prior written consent. The Operator may assign these Terms in connection with a merger, acquisition, or sale of assets, subject to notifying you.
19.5 **Notices.** Notices to the Operator must be sent to ‹contact_email› or to ‹registered_address›. Notices to you will be sent to the email address registered to your account and shall be deemed received 24 hours after sending.
19.6 **Language.** These Terms are provided in English. Where translations are provided into Polish, Norwegian, Ukrainian, or other languages, the English text shall prevail in the event of any inconsistency unless mandatory local law requires the local-language version to prevail. ⚠ Confirm language-precedence position with local counsel for each jurisdiction.
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20. Contact
For questions about these Terms or the Platform, please contact:
**‹controller_name›** ‹registered_address› Email: ‹contact_email›
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*These Terms of Use were last updated on ‹effective_date›.*