Platform Terms & Conditions

Version 1.0·Effective November 20, 2025

BM-PT-v1.0

PART I — GENERAL PROVISIONS

1. INTRODUCTION

1.1 About These Terms

These Platform Terms & Conditions ("Platform Terms") govern your access to and use of the Berry Marketplace platform ("Platform"), operated by S.C. Nuvagra S.R.L. ("Berry Marketplace", "we", "us", "our"), a company incorporated under Romanian law.

Company Information:

Company Name: S.C. Nuvagra S.R.L.
Trade Registry: J2025089412007
CUI (Tax ID): RO52940093
EUID: ROONRC.J2025089412007
Registered Office: Strada Pădurii, Nr. 6, Bl. IAS, Scara B, Ap. 1, Iași, Județul Iași, 700397, Romania
Email: support@berry-marketplace.com

By accessing or using the Platform, you agree to be bound by these Platform Terms. If you do not agree, you must not use the Platform.

1.2 Definitions

In these Platform Terms:

"Acceptance" means the electronic confirmation by a User that they wish to enter into a Trading Contract based on an Offer, subject to Commission payment and contract generation by the Platform.
"Buyer" means a Company purchasing Products through a Trading Contract.
"Commission" means the fee payable to Berry Marketplace for facilitating Trading Contracts, as set out in Section 6.
"Commission Credits" means non-monetary credits issued by Berry Marketplace that may be applied against future Commission invoices.
"Company" means a legal entity registered on the Platform.
"Contract Value" means the total value of a Trading Contract excluding VAT and delivery costs.
"Offer" means a binding proposal to buy or sell Products posted on the Platform.
"Platform" means the Berry Marketplace web application, mobile applications, and related services.
"Products" means fresh berries and related produce traded through the Platform.
"Seller" means a Company selling Products through a Trading Contract.
"Trading Contract" means a legally binding agreement between a Buyer and Seller for the sale and purchase of Products, formed through the Platform in accordance with Section 5.
"User" means any individual authorized to act on behalf of a Company on the Platform.

These Platform Terms govern the relationship between the Platform and Companies. Trading Contracts formed between Buyers and Sellers are governed exclusively by English law as specified in the Trading Contract Terms.

1.3 Platform Role

Berry Marketplace operates as a technology platform that facilitates connections between Buyers and Sellers. Berry Marketplace:

(a) Is NOT a party to any Trading Contract between Buyers and Sellers; (b) Does NOT take title to, possess, or have custody of any Products; (c) Does NOT guarantee the performance of any Trading Contract; (d) Does NOT process, hold, safeguard, or transfer trade payments between Buyers and Sellers; (e) Does NOT act as agent, broker, or representative of any party.

1.4 No Agency or Authority

Nothing in these Terms creates any partnership, agency, fiduciary, or joint venture relationship between Berry Marketplace and any User. Berry Marketplace does not act on behalf of Buyers or Sellers and has no authority to bind any User, make representations on their behalf, or assume any obligations in respect of Trading Contracts.

1.5 No Guarantee of Users

Berry Marketplace does not guarantee the identity, creditworthiness, solvency, performance, or reliability of any User. Each User is solely responsible for assessing its counterparties and enters into Trading Contracts at its own risk.

2. PLATFORM SERVICES

2.1 Services Provided

Berry Marketplace provides:

(a) A marketplace for posting and responding to Offers; (b) Tools for negotiating and forming Trading Contracts; (c) Electronic signature and contract generation services; (d) Quality control workflow facilitation; (e) Dispute facilitation services (advisory only); (f) Analytics and reporting tools based on subscription tier.

2.2 Service Availability

We aim to maintain Platform availability but do not guarantee uninterrupted access. Scheduled maintenance will be notified in advance where practicable. Service levels are provided on a best-efforts basis and do not give rise to service credits, penalties, or financial compensation.

2.3 Advisory-Only Dispute Role

Berry Marketplace may, at its discretion, provide advisory opinions on disputes between Buyers and Sellers. Such opinions:

(a) Are non-binding recommendations only; (b) Do not constitute legal advice or expert determination; (c) Do not create any liability for Berry Marketplace; (d) Do not replace the dispute resolution mechanisms in Trading Contracts.

For the avoidance of doubt, any advisory opinion, recommendation, or reputation impact issued by the Platform does not constitute a legal determination, expert opinion, or professional advice and shall not be relied upon as such in any judicial, arbitral, or regulatory proceeding.

2.4 Quality Control (QC) Materiality Thresholds

The Platform's quality control (QC) workflows are intended to facilitate structured communication between Buyers and Sellers but do not replace contractual rights under the applicable Trading Contract.

Unless otherwise expressly agreed in a Trading Contract, the following principles apply:

(a) Quality deviations or defects affecting less than 3% of the delivered quantity or Contract Value shall be deemed non-material and shall not constitute grounds for rejection or contract termination. (b) QC claims below the materiality threshold may be recorded for informational and reputation purposes only. (c) Repeated submission of immaterial or abusive QC claims may result in adjustments to reputation scores or other Platform measures. (d) Material QC claims must be substantiated with objective evidence (including photographs, videos, or third-party inspection reports where applicable) and submitted within the QC Window.

Nothing in this Section limits or waives any mandatory rights or obligations under applicable food safety, public health, or product recall laws.

2.5 Fast Commercial Resolution (Optional)

For disputes arising under a Trading Contract with an aggregate disputed value below €50,000, the trading parties may elect to use an expedited commercial resolution process facilitated by the Platform prior to initiating formal arbitration.

(a) This process may include written submissions, evidence review, and a non-judicial expert determination issued within 14 calendar days. (b) Participation is voluntary unless expressly incorporated into the Trading Contract. (c) Any outcome of this process is binding only if both parties expressly agree in writing. (d) Failure to resolve a dispute through this process does not prejudice either party's right to pursue arbitration under the Trading Contract.

The Platform acts solely as a facilitator and does not assume judicial or arbitral authority.

3. REGISTRATION AND ACCOUNTS

3.1 Eligibility

To register on the Platform, you must:

(a) Be a legally constituted business entity; (b) Have authority to bind your Company to these Platform Terms; (c) Provide accurate and complete registration information; (d) Complete identity verification as required.

3.2 Account Security

You are responsible for:

(a) Maintaining the confidentiality of account credentials; (b) All activities conducted through your account; (c) Notifying us immediately of any unauthorized access.

3.3 Company Types

Companies may register as:

(a) Producer — Primary producers of berry products; (b) Trader — Intermediaries buying and selling Products; (c) Buyer — End purchasers of Products (retailers, processors, etc.).

Company type affects available features and may affect Commission rates as published in the Commission Schedule.

4. USER CONDUCT

4.1 Acceptable Use

Users must:

(a) Provide accurate information in all Offers and communications; (b) Act in good faith in all Platform transactions; (c) Comply with applicable laws and regulations; (d) Respect intellectual property rights.

4.2 Prohibited Conduct

Users must not:

(a) Post false, misleading, or fraudulent Offers; (b) Manipulate prices or engage in market abuse; (c) Circumvent Platform fees by completing transactions off-platform; (d) Use the Platform for money laundering or illegal activities; (e) Harass, abuse, or threaten other Users; (f) Attempt to access systems or data without authorization.

4.3 Consequences of Breach

Breach of these Platform Terms may result in:

(a) Warning or temporary suspension; (b) Permanent account termination; (c) Forfeiture of Commission Credits; (d) Legal action for damages.

5. ELECTRONIC SIGNATURES AND CONTRACT FORMATION

By using the Platform, you consent to:

(a) Conducting transactions electronically; (b) Receiving documents and notices electronically; (c) Using electronic signatures as legally binding.

5.2 Electronic Signature Process

When accepting an Offer, Users must:

(a) Review and confirm the Offer details; (b) Confirm authority to bind their Company; (c) Type their full legal name as a digital signature; (d) Acknowledge the legal effect of their signature.

5.3 Contract Formation Process

This Section 5.3 is the exclusive and authoritative provision governing the formation of Trading Contracts on the Platform.

A Trading Contract is formed through the following process:

(a) A User submits an Offer through the Platform; (b) The Offer recipient accepts the Offer by completing the signature confirmation process; (c) The accepting User confirms their authority and agrees to the contract terms; (d) The accepting User types their full legal name as a digital signature; (e) The Platform records all acceptance metadata; (f) The applicable Platform Commission is paid in full by both parties; (g) The Platform generates and executes the contract PDF with both parties' signature blocks.

For the avoidance of doubt, steps (a) through (e) constitute a binding intent to contract. The Trading Contract is deemed legally formed only upon completion of steps (f) and (g).

5.4 Legal Validity

Electronic signatures executed through the Platform are legally valid and enforceable under:

(a) EU eIDAS Regulation (EU) No 910/2014; (b) Romanian Law 455/2001 on electronic signatures; (c) UK Electronic Communications Act 2000; (d) US ESIGN Act and UETA; (e) Turkish Electronic Signature Law No. 5070; (f) UNCITRAL Model Law on Electronic Commerce.

You may withdraw consent to electronic signatures by written notice to support@berry-marketplace.com.

Withdrawal will:

(a) Take effect within 14 days of receipt; (b) Not affect the validity of previously executed contracts; (c) May limit your ability to use certain Platform features.

5.6 Record Keeping

Berry Marketplace maintains records of:

(a) All electronic signatures and their metadata; (b) IP addresses and timestamps of signing events; (c) Contract documents and amendments; (d) Audit trails for compliance purposes.

Records are retained for a minimum of 10 years.

5.7 Fee Payment Requirement

Where applicable, electronic signature workflows and contract generation may be suspended until all required Platform fees have been paid in full.

6. COMMISSION AND FEES

6.1 Commission Structure

Commission rates and feature availability may vary based on subscription tier, Company type, transaction structure, or promotional pricing in effect at the time of contract formation.

Commission is calculated as a percentage of Contract Value and is subject to minimum Commission amounts. Current rates are published in the Commission Schedule and on the public pricing page.

6.2 Commission Payment and Contract Formation

Subject always to Section 5.3:

(a) Commission is payable by the party specified at the time of transaction; (b) The electronic formation and execution of a Trading Contract through the Platform is expressly conditional upon payment of the applicable Commission; (c) Submission and acceptance of an Offer constitute a binding intent to contract, which becomes a legally binding Trading Contract only once the required Commission has been paid in full and the contract has been generated and executed by the Platform; (d) Commission is invoiced via the Platform and payable within 14 days; (e) We accept payment by credit card, bank transfer, or SEPA Direct Debit.

Commission reflects the successful facilitation of contract formation and is independent of subsequent performance, subject to discretionary Commission Credits issued in cases of material breach or force majeure.

6.3 Commission Refunds and Credits

(a) Commission is non-refundable as cash under any circumstances; (b) Commission Credits may be issued at Berry Marketplace's sole discretion; (c) Commission Credits are governed by the Service Agreement; (d) See the Service Agreement Section 4.5 for full Commission Credit terms.

6.4 Commission Adjustments

Berry Marketplace may, at its discretion, adjust Commission calculations for:

(a) Pre-delivery contract amendments (quantity or price changes); (b) Post-delivery amendments by mutual agreement; (c) Partial performance situations; (d) Force majeure terminations; (e) Unilateral withdrawal (Commission remains due from withdrawing party).

6.5 Late Payment

Late Commission payments incur:

(a) Interest at 8% above the European Central Bank base rate; (b) Suspension of Platform access; (c) Recovery costs including legal fees.

6.6 Commission Rate Changes

(a) Berry Marketplace may change Commission rates with 30 days' advance notice; (b) Changes apply to new Trading Contracts only; (c) Existing contracts retain the rate applicable at formation; (d) Notice will be provided via email and Platform notification. (e) If you do not accept the revised Commission Rates or Subscription Fees, you may terminate your account in accordance with Section 14.2 prior to the effective date of the change. Continued use of the Platform on or after the effective date constitutes acceptance of the revised rates.

6.7 Promotional Programs

6.7.1 General Provisions

Berry Marketplace may, at its sole discretion, offer promotional pricing or discounts ("Promotions") on Subscription Fees and/or Commission Rates to eligible Companies.

6.7.2 Discount Types

Promotions may include:

(a) Percentage discounts on Subscription Fees; (b) Fixed amount reductions on Subscription Fees; (c) Percentage reductions on Commission Rates; (d) Fixed rate reductions on Commission Rates; or (e) Combinations of the above.

6.7.3 Lock-in Period

Promotions apply only for the period expressly specified at the time of enrollment ("Lock-in Period"). Upon expiration of the Lock-in Period, standard pricing in effect at that time shall apply automatically without further notice.

6.7.4 Promotion Limitations

Promotions may be subject to:

(a) Eligibility criteria (company type, transaction volume, location); (b) Quantity limits (maximum number of redemptions); (c) Geographic restrictions; (d) Usage conditions; (e) Time limitations.

Berry Marketplace reserves the right to modify or discontinue Promotions for future enrollments at any time.

6.7.5 Cancellation and Forfeiture

(a) Promotional rates are forfeited if the Company's account is terminated or suspended during the Lock-in Period; (b) Promotional rates may be revoked for breach of Platform Terms; (c) No pro-rata refund of promotional discounts applies upon early termination.

6.7.6 Modification of Promotions

Berry Marketplace may modify promotional terms for future enrollments. Existing enrolled Companies retain their promotional terms for the duration of their Lock-in Period unless the Company agrees to new terms.

6.7.7 Promotional Communications

Companies enrolled in Promotions consent to receive promotional status updates, expiration notices, and upgrade recommendations via email and Platform notifications.

6.7.8 No Most-Favored-Customer Obligation

No pricing, commission rate, or discount offered to any Company creates a most-favored-customer or most-favored-nation obligation. Berry Marketplace reserves the right to offer different pricing, rates, or promotional terms to different Companies at its sole discretion.

6.8 Currency

(a) All platform fees, including subscription fees and commission charges, are denominated and payable in Euro (EUR). (b) Trading on the platform may be conducted in Euro (EUR) or United States Dollar (USD) as selected by the listing party. (c) Currency conversion for commission invoicing follows the rates and procedures specified in the Commission Schedule.

7. REPUTATION SYSTEM

7.1 Reputation Scores

Berry Marketplace maintains reputation scores for Companies based on:

(a) Transaction completion rates; (b) QC claim history; (c) Payment timeliness; (d) Dispute outcomes; (e) Platform behavior.

7.2 Score Usage

Reputation scores:

(a) Are visible to other Platform Users; (b) May affect matching algorithms; (c) May affect access to certain features; (d) Are informational indicators only and do not constitute legal judgments.

7.3 Score Review

Companies may request a review of factual inaccuracies affecting their reputation score. The Platform is not obligated to modify scores resulting from verified transactional outcomes or documented disputes.

The Platform reserves discretion over calculation methodology, which may evolve over time.

8. TRADING CONTRACTS

8.1 Contract Terms

Trading Contracts between Buyers and Sellers are governed by:

(a) The specific terms of the accepted Offer; (b) The Trading Contract Terms published on the Platform; (c) English law, with LCIA Arbitration for disputes.

8.2 Platform Not a Party

Berry Marketplace is NOT a party to any Trading Contract. The Platform:

(a) Facilitates contract formation only; (b) Has no liability for contract performance; (c) Cannot enforce Trading Contract obligations; (d) Is not responsible for Product quality, delivery, or payment.

8.3 Binding Nature

Subject always to Section 5.3:

(a) Submission and acceptance of an Offer constitute a binding intent to contract, which becomes a legally binding Trading Contract only upon payment of Commission and contract generation by the Platform; (b) Both parties are bound by the terms of the accepted Offer once the Trading Contract is formed; (c) The Trading Contract is governed by English Law with LCIA Arbitration.

9. QUALITY CONTROL PROCESS

9.1 QC Window

Upon delivery, Buyers have a QC Window (as specified in the Trading Contract, typically 48-72 hours) to:

(a) Inspect delivered Products; (b) Document any quality issues; (c) Submit QC claims through the Platform.

9.2 QC Claims

QC claims must include:

(a) Clear description of the issue; (b) Photographic or video evidence; (c) Quantity affected; (d) Proposed resolution.

9.3 Seller Response

Sellers must respond to QC claims within the Response Window (typically 24-48 hours) by:

(a) Accepting the claim; (b) Proposing an alternative resolution; (c) Disputing the claim with counter-evidence.

9.4 Escalation

Unresolved QC disputes may be escalated to:

(a) Platform Advisory Review (non-binding); (b) Fast Commercial Resolution (if elected); (c) LCIA Arbitration (binding, per Trading Contract Terms).

10. INTELLECTUAL PROPERTY

10.1 Platform IP

All intellectual property in the Platform (including software, designs, trademarks, and content) belongs to Berry Marketplace or its licensors.

10.2 User Content

Users retain ownership of content they upload but grant Berry Marketplace a license to use such content for Platform operations.

10.3 Restrictions

Users may not:

(a) Copy, modify, or distribute Platform software; (b) Reverse engineer or decompile the Platform; (c) Use Berry Marketplace trademarks without permission; (d) Scrape or harvest Platform data.

11. DATA PROTECTION

11.1 Privacy Policy

Personal data is processed in accordance with our Privacy Policy, available at /legal/privacy-policy.

11.2 Data Controller

Berry Marketplace (Nuvagra SRL) is the data controller for personal data processed through the Platform.

11.3 Data Processors

We use third-party processors including:

(a) Supabase (database hosting); (b) Vercel (application hosting); (c) Stripe (payment processing); (d) Sumsub (identity verification); (e) Resend (email services).

12. LIABILITY

12.1 Platform Liability

Berry Marketplace's total liability for any claim arising from these Platform Terms or Platform use is limited to:

(a) The Commission paid by the claimant in the 12 months preceding the claim; or (b) €10,000;

whichever is lower.

12.2 Exclusions

Berry Marketplace is NOT liable for:

(a) Loss of profits, revenue, or anticipated savings; (b) Loss of data or business interruption; (c) Indirect, consequential, or punitive damages; (d) Any loss arising from Trading Contracts; (e) Actions or omissions of Buyers or Sellers; (f) Product quality, delivery, or payment disputes.

12.3 Carve-outs

Nothing in these Platform Terms excludes liability for:

(a) Death or personal injury caused by negligence; (b) Fraud or fraudulent misrepresentation; (c) Any liability that cannot be excluded by law.

13. INDEMNIFICATION

Companies agree to indemnify and hold harmless Berry Marketplace from:

(a) Claims arising from their use of the Platform; (b) Breach of these Platform Terms; (c) Violation of applicable laws; (d) Disputes with other Users; (e) Infringement of third-party rights.

14. TERM AND TERMINATION

14.1 Term

These Platform Terms remain in effect while you have an active account.

14.2 Termination by User

You may terminate your account at any time by:

(a) Completing all outstanding Trading Contracts; (b) Paying all outstanding Commission; (c) Submitting a termination request through the Platform.

14.3 Termination by Platform

Berry Marketplace may terminate or suspend accounts for:

(a) Breach of these Platform Terms; (b) Fraudulent or illegal activity; (c) Non-payment of Commission; (d) Extended inactivity (12+ months); (e) At our discretion with 30 days' notice.

14.4 Effect of Termination

Upon termination:

(a) Access to the Platform ceases; (b) Outstanding Commission remains due; (c) Commission Credits are forfeited; (d) Data may be retained as required by law.

15. GOVERNING LAW AND DISPUTES

15.1 Governing Law

These Platform Terms are governed by Romanian law.

15.2 Commercial Resolution

Before commencing formal legal proceedings, the Parties shall use reasonable efforts to resolve disputes through good-faith commercial discussions, which may be facilitated through the Platform.

15.3 Jurisdiction

Disputes arising from these Platform Terms shall be resolved by the courts of Iași, Romania.

15.4 Trading Contract Disputes

Disputes arising from Trading Contracts are governed by the Trading Contract Terms (English law, LCIA Arbitration) and are NOT subject to this Section.

16. CHANGES TO TERMS

16.1 Modifications

Berry Marketplace may modify these Platform Terms by:

(a) Posting updated terms on the Platform; (b) Notifying Users via email at least 30 days in advance; (c) Requiring acceptance of material changes.

16.2 Continued Use

Continued use of the Platform after changes take effect constitutes acceptance of the modified terms.

17. GENERAL PROVISIONS

17.1 Entire Agreement

These Platform Terms, together with the Privacy Policy, Service Agreement, and Trading Contract Terms, constitute the entire agreement between you and Berry Marketplace.

17.2 Severability

If any provision is found invalid, the remaining provisions continue in effect.

17.3 No Waiver

Failure to enforce any provision does not constitute a waiver.

17.4 Assignment

You may not assign your rights under these Platform Terms. Berry Marketplace may assign its rights to any affiliate or successor.

17.5 Force Majeure

Berry Marketplace is not liable for failures due to circumstances beyond reasonable control.

17.6 Survival

Clauses relating to liability, fees, governing law, dispute resolution, confidentiality, and payment obligations shall survive termination of these Terms.

17.7 Language

These Platform Terms are provided in English and translated versions. The English version prevails in case of conflict.

18. CONTACT

For questions about these Platform Terms:

Berry Marketplace

Operator: S.C. Nuvagra S.R.L.
Trade Registry: J2025089412007
CUI: RO52940093
Address: Strada Pădurii, Nr. 6, Bl. IAS, Scara B, Ap. 1, Iași, Județul Iași, 700397, Romania
Email: support@berry-marketplace.com

By using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Platform Terms & Conditions.