This Seller Agreement governs the participation of professional brands, manufacturers and other business sellers on PRE-ORDER.
Operator: “PRE-ORDER Europe” EOOD
UIC/EIK: 208904127
Registered office: Arthur Residential Complex, Block C, Floor 3, Apartment C44, 8229 Sveti Vlas, Nessebar Municipality, Burgas District, Bulgaria
Website: https://pre-ordera.com
Contact: info@b2b-agency.cc
Important commercial structure
This Seller Agreement is between “PRE-ORDER Europe” EOOD and the business that registers, is approved or acts as a Seller on PRE-ORDER. It governs the Seller’s use of PRE-ORDER to present future fashion collections, communicate with Buyers, collect demand signals and receive or manage Pre-orders.
The Seller, not PRE-ORDER, is the seller of each Product and the contracting party responsible to the Buyer under the Product Contract. PRE-ORDER supplies digital intermediation, account, communication, analytics and transaction-support tools. PRE-ORDER is not a bank, payment institution, merchant of record or escrow agent merely because it enables a payment workflow.
This Agreement is intended for professional Sellers. Consumer rights arise under Product Contracts with Consumers and cannot be reduced by this Agreement.
1. Parties, acceptance and incorporated documents
1.1 The Platform operator and contracting party is “PRE-ORDER Europe” EOOD, a Bulgarian single-member limited liability company registered under UIC/EIK 208904127 (“PRE-ORDER”, “Operator”, “we”, “us” or “our”).
1.2 The “Seller” is the legal person, sole trader or other professional business identified in the Seller Account, onboarding information or a separately accepted commercial schedule. An individual accepting this Agreement for the Seller confirms that they are authorised to bind the Seller.
1.3 This Agreement becomes binding when the Seller signs it, accepts it electronically, activates a Seller Account after the Agreement is made available, or first lists a Product after being required to accept the Agreement.
1.4 The PRE-ORDER Terms of Service, Platform Terms, Privacy Policy, Acceptable Use Policy, Community Standards, Payment & Prepayment Policy, Refund & Cancellation Policy, Shipping & Delivery Policy, Escrow & Payment Disclosure, applicable Data Processing Agreement, Seller Account commercial terms and expressly accepted transaction-specific or pilot terms form part of the contractual framework.
1.5 If documents conflict, mandatory law prevails. A specifically signed commercial document or product-specific agreement prevails for the subject matter it expressly regulates; this Seller Agreement then prevails over general Platform terms for Seller-specific matters. A Product Contract between Seller and Buyer remains separate from this Agreement.
2. Definitions
2.1 “Business Buyer” means a Buyer acting for purposes related to a trade, business, craft or profession, including a wholesale buyer or retailer.
2.2 “Buyer” means a Consumer or Business Buyer that views, requests, negotiates or places a Pre-order.
2.3 “Consumer” means a natural person acting for purposes outside their trade, business, craft or profession.
2.4 “Content” means text, images, video, trademarks, product data, specifications, documents, messages and other material supplied by or for the Seller.
2.5 “Estimated Delivery Window” means the Seller’s good-faith estimate for dispatch or delivery of a Product.
2.6 “Payment Provider” means Stripe for B2C payments or, for B2B transactions, the independent appropriately licensed payment institution selected and integrated for the relevant transaction, subject to its actual country coverage and contractual terms. PRE-ORDER itself is not the regulated holder of transaction funds.
2.7 “Pre-order” means an order, purchase commitment or request concerning a Product planned for future manufacture, release or availability.
2.8 “Product” means a fashion item or related good offered by the Seller through the Platform.
2.9 “Product Contract” means the sale and purchase contract directly between Seller and Buyer.
2.10 “Seller Proceeds” means amounts attributable to Seller transactions after authorised refunds, reversals, chargebacks, taxes, Platform fees, Payment Provider fees, reserves and other permitted deductions.
3. Appointment and nature of the relationship
3.1 The Seller appoints PRE-ORDER on a non-exclusive basis to provide online intermediation, collection-display, communication, ordering, analytics and related technology services. PRE-ORDER may technically transmit offers, acceptances, confirmations, status changes and payment instructions according to Seller settings.
3.2 The Seller remains the principal and seller of record for every Product Contract unless a separately signed agreement expressly states otherwise. Title to Products does not pass to PRE-ORDER. PRE-ORDER does not buy, manufacture, import, warehouse, inspect or deliver Products merely by operating the Platform.
3.3 The parties are independent contractors. This Agreement does not create employment, partnership, franchise, fiduciary relationship, joint venture or general agency. The Seller may not bind PRE-ORDER or make commitments in PRE-ORDER’s name.
3.4 The appointment is non-exclusive. The Seller may use other sales channels, subject to obligations relating to transactions initiated through PRE-ORDER and any campaign-specific exclusivity expressly accepted in writing.
4. Seller onboarding, verification and continuing information
4.1 Before listing Products or enabling transactions, the Seller must provide accurate and current legal company name, company registration number, registered and operating addresses, authorised representative (including name, capacity and authority), contact details, VAT/tax status, beneficial-owner information where required, payout-account information and product-safety contact details. Verification requirements may also be imposed by Stripe for B2C or the actual B2B Payment Provider.
4.2 The Seller must provide identification and supporting documents, complete KYC, KYB, sanctions, fraud or Payment Provider checks, and promptly respond to reasonable verification requests. PRE-ORDER may restrict transactional features until checks are completed.
4.3 The Seller warrants that it acts as a professional trader and will not misrepresent its status. Information required by law to be displayed to Buyers may be made public on the Platform.
4.4 The Seller must keep its information current and promptly notify PRE-ORDER of material changes, including changes to ownership or control, registered address, tax status, payout account, insolvency risk, required licence, safety investigation or regulatory action.
4.5 Verification is a risk-control measure and does not constitute certification, endorsement or acceptance by PRE-ORDER of responsibility for the Seller or its Products.
5. Seller Account and authorised users
5.1 The Seller is responsible for activity under its Seller Account and for ensuring that all authorised users comply with this Agreement. Login credentials must be protected and individual access should not be shared unnecessarily.
5.2 The Seller must promptly revoke access for former personnel and notify PRE-ORDER of suspected compromise. PRE-ORDER may require multi-factor authentication or other proportionate security controls.
5.3 The Seller may not sell, transfer, lease or provide another business with its Seller Account without PRE-ORDER’s prior written approval and completion of any required verification.
5.4 The Seller must maintain internal authority controls so that persons creating collections, accepting orders, changing payout details or issuing refunds are appropriately authorised.
6. Product listings and future collections
6.1 Every listing must be accurate, lawful, clear and not misleading. Before a Buyer is bound, the Seller must disclose its identity, Product specifications and composition, size/colour, price and lawful tax treatment, production status, payment schedule, withdrawal/refund terms, estimated delivery, safety information and any wholesale thresholds at collection, article/SKU and colour level. B2C customers must receive the legally required final-price information, including applicable mandatory taxes and charges, before checkout.
6.2 Where a Product is a concept, sample, prototype, made-to-order item, not yet manufactured or part of a future collection, the Seller must state this clearly. Concept images, AI-generated visuals and prototypes must be labelled where they do not show the final manufactured Product.
6.3 The final Product may differ from a concept or prototype only within reasonable, disclosed tolerances. A material change to composition, construction, manufacturer, origin, dimensions, colour or other essential characteristics requires Buyer notice and, where required, valid Buyer consent or a legally required remedy.
6.4 The Seller must keep availability, the progress of financially confirmed orders toward each applicable collection/article/colour MOQ, prices, campaign dates and delivery estimates current. A wishlist, Bag entry or uncharged order must not be presented as paid or irrevocably confirmed demand. Artificial scarcity, false countdowns, fake discounts and misleading sustainability claims are prohibited.
6.5 PRE-ORDER may prescribe technical templates, mandatory fields, image standards, category taxonomies and data formats. The Seller remains responsible for the legality and accuracy of all source information.
7. Product compliance, safety and market access
7.1 The Seller is solely responsible for ensuring that every Product offered or supplied complies with laws applicable in each destination market, including product safety, consumer-product conformity, textile labelling, chemicals, packaging, intellectual property, environmental, accessibility, customs, sanctions and sector-specific requirements.
7.2 For Products offered to EU/EEA Consumers, the Seller must provide legally required distance-sale safety information and identify the relevant manufacturer, importer, authorised representative or other EU-based economic operator/responsible person where applicable.
7.3 The Seller must maintain technical, testing, conformity, traceability and supply-chain records for legally required periods and make them available to PRE-ORDER or competent authorities where lawfully requested.
7.4 The Seller must notify PRE-ORDER without undue delay of any accident, serious risk, unsafe or non-compliant Product, authority inquiry, corrective measure, recall or safety warning connected with a Product offered through PRE-ORDER.
7.5 PRE-ORDER may remove, suspend or restrict a Product where it reasonably suspects illegality, danger or material non-compliance. This does not transfer the Seller’s regulatory responsibility to PRE-ORDER.
8. Digital Product Passport, traceability and sustainability information
8.1 Where PRE-ORDER provides Digital Product Passport, traceability or sustainability fields, the Seller must provide complete and accurate source information to the extent required for the relevant feature or applicable law.
8.2 The Seller must not describe estimated, modelled, pilot-stage or unverified sustainability information as independently certified fact. Claims about recycled content, emissions, origin, environmental benefits or reduced waste must be supportable by appropriate records.
8.3 PRE-ORDER may structure, display or calculate information based on Seller-supplied data, but the Seller remains responsible for the truth and completeness of the underlying Product and supply-chain data unless PRE-ORDER expressly assumes responsibility for a specific calculation.
8.4 If a regulatory Digital Product Passport becomes mandatory for a Product category, the Seller must cooperate with reasonable technical changes and provide the legally required data before the applicable compliance deadline.
9. Pre-orders and formation of Product Contracts
9.1 The Seller must clearly distinguish non-binding expressions of interest and draft Bags from binding Pre-orders. For B2B A/B transactions, the Business Buyer must make the stated 30% initial payment and for B2B C the 100% prepayment before the campaign deadline, using the actual licensed B2B Payment Provider where available. B2C orders use Stripe with 100% prepayment. A merely saved item is not a paid production commitment.
9.2 The formation of the Product Contract, Seller acceptance, confirmation of a B2B payment and satisfaction of collection/article/colour MOQ are separate events. Their precise legal sequence is governed by the displayed checkout, the applicable Collection Agreement A/B/C, provider terms and mandatory law. A payment may be conditionally held by a licensed provider before the Seller decides to start production; it does not guarantee MOQ or delivery.
9.3 A technical acknowledgement, Bag reminder or indication of interest is not acceptance unless expressly stated. Binding confirmation must identify the Seller, Brand, Product/SKU, colour, quantity, price, payment model, collected amount, payment status, relevant MOQ and deadline, delivery estimate, contract version and applicable sale terms. The initial B2B payment is evidenced by the actual provider record.
9.4 The Seller must communicate acceptance, production confirmation or refusal within the disclosed period and follow the applicable MOQ rules. Failure of the required collection-wide, article or colour minimum, a provider rejection or the Seller’s lawful cancellation may result in the affected order being cancelled and funds being handled under the Collection Agreement, Refund & Cancellation Policy and licensed provider terms.
9.5 For Business Buyers, Collection Agreement Model A (30% initially, 70% on an agreed date/objective event), Model B (30% initially, 70% in agreed instalments associated with partial deliveries) or Model C (100% prepaid) applies as selected and accepted. The signed or electronically accepted order specification records article/colour MOQ, sizes, quantities, payment milestones, Incoterms, invoices, taxation and remedies.
10. Production thresholds, demand information and AI-supported recommendations
10.1 For wholesale production, the Seller/factory may impose a collection-wide MOQ and separate minimum quantities per article/SKU and colour. The Seller must specify which levels apply and disclose the end date, method of counting eligible paid orders and consequences of failure. Only genuine financially confirmed B2B orders backed by successfully received initial payments count as paid demand; Bags and expressions of interest must be reported separately.
10.2 Demand indicators, paid-order progress, forecasts, Demand Scores and AI-supported production recommendations supplied by PRE-ORDER are decision-support information and do not guarantee sales, financing, manufacturing feasibility or profitability. Paid and unpaid demand must be differentiated in displays and reporting.
10.3 The Seller remains responsible for final production decisions and may accept, modify or reject AI-supported recommendations. The Seller must apply its own professional judgement, manufacturing constraints, contractual obligations and safety/compliance requirements.
10.4 The Seller must not present a PRE-ORDER forecast or recommendation to Buyers, investors or third parties as a guaranteed outcome. Where confidence, limitations or warnings are shown, they must not be removed or materially misrepresented.
10.5 A Seller must promptly communicate whether production will proceed after the relevant MOQ checks and disclose affected article/colour quantities, material delays and cancellations. If the collection-wide minimum fails, production of the collection may be cancelled notwithstanding that individual articles achieved their separate thresholds; the applicable contractual refund or agreed alternative remedy must then follow.
11. Prices, taxes, Platform fees and invoicing
11.1 The Seller sets its Product prices. For B2B, catalogue and order unit prices may be shown exclusive of VAT, with applicable taxes, shipping and lawful charges separately identified before commitment. Tax treatment must be determined by the Seller according to transaction-specific tax rules, including cross-border B2B status, place of supply and documentation; VAT must not be calculated solely from Buyer country. For B2C, legally required final consumer pricing and all unavoidable charges must be disclosed before payment.
11.2 The Seller is responsible for determining, charging where legally appropriate, reporting and paying taxes, VAT, customs duties and related charges except to the extent the law imposes a specific duty on another party. PRE-ORDER does not itself determine the correct VAT rate or tax place of supply for each Seller sale merely by displaying an estimated amount. Seller-issued official invoices and credit notes must reflect the Seller’s own tax registration and numbering.
11.3 The agreed PRE-ORDER B2B Platform commission is 1.5% payable by the Business Buyer and 1.5% by the Seller, each calculated on the merchandise value excluding VAT and shipping unless a lawfully accepted commercial schedule expressly specifies a different basis. B2C transactions carry a Platform commission rate of 8%; the party liable for this 8% and its precise calculation/collection method must be expressly disclosed and agreed in the applicable commercial terms before any charge is imposed. No undisclosed Buyer fee or prohibited payment-method surcharge is created by this Agreement.
11.4 PRE-ORDER may issue electronic invoices for its own Platform fees. The Seller is responsible for the official Product sales invoice bearing the Seller’s legal identity, own sequential numbering and VAT details where required. The Seller may upload that invoice from its accounting system or, where a legally compliant in-Platform invoice module is enabled for the relevant jurisdiction, generate and issue it in the Seller’s own name using Seller-controlled invoice numbering. A payment request, order schedule or proforma is not automatically a tax invoice; corrections are made by a lawful credit note.
11.5 The rates in clause 11.3 are the approved PRE-ORDER business model, but the amount due on a particular transaction is enforceable only to the extent that the relevant Seller or Buyer has been clearly informed of and accepted the applicable fees and tax treatment. Any change, special tariff or logistics-related charge must be separately disclosed under the transaction and commercial terms.
12. Payments, prepayments and Seller Proceeds
12.1 B2C integrated online payments are intended to be processed through Stripe, subject to its onboarding, country and service availability. B2B orders are intended to use a separate authorised payment institution offering a contractual conditional-funds/wallet or equivalent arrangement suitable for the agreed campaign and MOQ process. Mangopay and Lemonway are under consideration, but no provider, escrow legal status, country coverage, duration of holding or payout rule is guaranteed until actually contracted and implemented.
12.2 PRE-ORDER is not itself a bank, payment institution, custodian or escrow agent and does not accept Buyer deposits into its ordinary bank account for safekeeping. A B2B deposit must not be represented as legally escrowed or safeguarded unless the actual licensed provider offers that protection under disclosed applicable terms. A mere card authorisation, delayed payout or Platform balance is not automatically an escrow account. Without an approved and functioning B2B provider flow, PRE-ORDER must not present real B2B escrow collection as available.
12.3 Subject to actual provider authorisations, the Seller authorises the relevant Payment Provider and PRE-ORDER within their lawful technical roles to route initial B2B payments, calculate approved commissions, record conditional fund statuses, request contractually permitted release to the Seller, process refunds or reversals, and reconcile settlement. The Seller shall not obtain funds before the authorised release conditions are satisfied. The release trigger, decision authority, evidence, duration, dispute controls and treatment of failed MOQ must be defined in the provider terms and relevant Collection Agreement.
12.4 The Seller must not assume that a Buyer payment is immediately available to finance production. The provider may condition payouts on completion of onboarding, the applicable MOQ/production event, verified release instructions, banking cycles, risk reviews and regulatory limits. Actual timings and permitted destination countries depend on the contracted provider. PRE-ORDER does not guarantee a payout date or financing eligibility.
12.5 The Seller must not divert on-Platform transactions to undisclosed external payment channels to avoid commissions, identity checks or safeguards. Any externally agreed B2B payment arrangement must be explicitly authorised in the transaction documents, accurately recorded and must not be misrepresented as protected by the integrated provider. Independent bank credit or financing for collections is a separate prospective service and is not supplied by this Agreement.
13. Cancellations, refunds, chargebacks and reserves
13.1 The Seller is responsible for cancellations, withdrawals, refunds, non-conformity remedies and after-sales obligations under Product Contracts and mandatory Consumer law.
13.2 The Seller authorises PRE-ORDER and the applicable licensed Payment Provider to initiate or facilitate a refund, release or reversal where the Seller agrees, MOQ fails, production is cancelled, the Product Contract or mandatory law requires it, or a valid provider dispute process so determines. For B2B, a replacement product, mutually agreed alternative supply or documented advance toward a later collection may be used only with the Business Buyer’s express lawful agreement; mandatory monetary remedies are not displaced.
13.3 The Seller remains responsible for Product-related refunds, chargebacks, reversals and properly attributable payment costs, subject to applicable law and the Payment Provider’s actual rules. Commission adjustments, retained fees and refunds are calculated according to the accepted transaction terms and must be traceable to the relevant order, item, amount and payment stage.
13.4 Conditional holding of the initial B2B payment under a contracted provider is distinct from a unilateral anti-fraud reserve. The terms governing release, refund, expiry, unresolved MOQ, insolvency and disputes must be determined by the actual licensed provider’s agreement and the Collection Agreement. Other reserves and payout holds apply only when lawfully allowed by the provider or expressly accepted commercial terms.
13.5 Consumer withdrawal rights may apply to pre-ordered or made-to-order goods. The Seller must not claim the personalised-goods exception unless the Product is genuinely made to the Consumer’s specifications or clearly personalised and the legal conditions for the exception are satisfied.
14. Fulfilment, shipping and delivery
14.1 The Seller remains responsible for production, quality control, packaging, labelling, dispatch, export/import documents and contractual delivery. The delivery charge is calculated separately by the selected independent logistics provider according to its applicable rate and the agreed delivery terms. PRE-ORDER may enter into separate logistics agreements, including commercial revenue arrangements, but this does not make PRE-ORDER the Product Seller or carrier.
14.2 The Seller must provide realistic Estimated Delivery Windows, keep order statuses current and promptly notify Buyers of material delay. An estimated date does not permit indefinite or unexplained delay.
14.3 Risk and title pass according to the Product Contract and applicable law. For Consumers, the Seller may not transfer delivery risk earlier than mandatory law permits.
14.4 The Seller must use suitable packaging and reasonable delivery arrangements and comply with the Shipping & Delivery Policy. Loss, damage, failed delivery and customs issues must be handled promptly with the Buyer.
14.5 Where partial shipment is permitted, the Seller must accurately record shipped quantities, outstanding quantities, related payment stages and revised delivery timing.
15. Consumer rights and Buyer service
15.1 The Seller is responsible for legally required pre-contract information, order confirmation, withdrawal information, conformity guarantees, complaint handling, repair, replacement, price reduction and refunds.
15.2 The Seller must respond to Buyer enquiries within any service level expressly displayed or agreed. If no service level is stated, the Seller must respond within a commercially reasonable period and without undue delay for safety, cancellation or payment matters.
15.3 Seller terms may grant additional rights but may not remove or reduce mandatory Consumer rights. The Seller must not direct a Consumer to PRE-ORDER as if PRE-ORDER were the product seller.
15.4 PRE-ORDER may provide first-line support, message routing or dispute workflow without assuming the Seller’s Product Contract obligations. The Seller must cooperate and provide accurate records and timely instructions.
16. Wholesale and Business Buyer transactions
16.1 For B2B Pre-orders, the Seller may define a collection-wide MOQ together with minimum quantities for each article/SKU and colour, pack ratios, size assortments, shipment batches, Incoterms and other wholesale parameters. These must be stated in the order specification before financial confirmation. Collection Agreement Model A and B require 30% initially; Model C requires 100% initially, before the campaign deadline, through the available licensed B2B provider.
16.2 The Seller and Business Buyer shall record the selected A/B/C payment model, product specification, collection/article/colour MOQ, order value, initial payment, remaining instalments, production confirmation, acceptance criteria, defect replacement process, shipment stages and commercial terms in the relevant Collection Agreement and order schedule. A single checkout/order covers one Seller/Brand and one collection/payment model unless a later lawful feature provides otherwise.
16.3 Business Buyers do not automatically enjoy Consumer withdrawal rights. The B2B agreement should expressly provide procedures and deadlines for inspection, defective/non-conforming goods, replacement or agreed substitute delivery, delayed shipment, non-delivery, cancellation and financial remedies. The parties may agree to use a credit toward another collection, but a Seller cannot unilaterally substitute a credit for a monetary refund owed by law or contract.
16.4 The Seller must issue its official invoices and tax credit notes under its own legal name, invoice sequence and applicable tax rules. The Platform Order ID and payment request remain distinct from a Seller invoice. A compliant in-Platform invoice tool, where made available by jurisdiction, acts on the Seller’s behalf and does not make PRE-ORDER the issuer of the Product tax invoice.
17. Communications, order records and support
17.1 The Seller may communicate with Buyers through the Platform regarding Products, specifications, payments, production, delivery and support. Messages may be retained as transaction records as described in the Privacy Policy.
17.2 The Seller must not use messaging to harass users, send unlawful marketing, request fraudulent off-platform payment, distribute malicious content or conceal material transaction information.
17.3 Where a material term of a Product Contract is agreed through messaging, the Seller should ensure that the final order confirmation or contractual record reflects that term clearly.
17.4 The Seller must preserve records reasonably necessary for accounting, tax, fulfilment, product safety, disputes, chargebacks and legal compliance.
18. Content licence, brand assets and intellectual property
18.1 The Seller retains ownership of its Content and grants PRE-ORDER a worldwide, non-exclusive, royalty-free, sublicensable licence during the contractual relationship to host, reproduce, technically adapt, translate, display and distribute the Content as reasonably necessary to operate, promote and improve PRE-ORDER and facilitate transactions.
18.2 PRE-ORDER may use the Seller’s name, logo and trademarks to identify it as a participating Seller and to promote its PRE-ORDER listings and collections. Material standalone advertising outside ordinary Platform promotion requires Seller approval unless already accepted in a commercial campaign.
18.3 The Seller warrants that it owns or has all rights required for its Content and Products and that they do not infringe intellectual property, image, privacy, publicity or other third-party rights.
18.4 A substantiated infringement notice may result in temporary restriction or removal while it is investigated. The Seller must cooperate and may provide evidence or a counter-notice where applicable.
18.5 PRE-ORDER software, design, databases, data structures, branding and Operator-created content remain owned by or licensed to PRE-ORDER. No rights are transferred except the limited right to use the Platform under this Agreement.
19. Data protection and transaction data
19.1 Each party must comply with applicable data-protection and ePrivacy law. Unless a particular processing activity is governed by a Data Processing Agreement, PRE-ORDER and the Seller generally act as independent controllers for their own purposes.
19.2 The Seller may use Buyer personal data obtained through PRE-ORDER only for Product Contract performance, customer support, compliance with law and other purposes supported by a valid legal basis and required transparency. Buyer data must not be added to marketing lists without a lawful basis.
19.3 The Seller must implement appropriate security, limit access, retain data only as necessary, address data-subject requests for processing under its control and notify PRE-ORDER without undue delay of a personal-data breach affecting Platform data or joint transaction records.
19.4 PRE-ORDER may provide aggregated, statistical or de-identified insights. The Seller obtains no ownership of Platform-wide data, algorithms or another user’s confidential or personal information.
19.5 The Seller must not use Platform or Buyer data to train an external AI system or build a competing user profile database unless it has PRE-ORDER’s written permission and all required legal bases and notices.
20. Confidentiality
20.1 Each party must protect non-public commercial, technical, security, product, transaction and financial information received from the other and use it only for the purposes of the commercial relationship.
20.2 Confidentiality does not apply to information that is lawfully public, already known without restriction, independently developed or lawfully received from a third party. Legally compelled disclosure is permitted, with prior notice where lawful.
20.3 Confidential information must be disclosed internally only to persons who need it and are subject to appropriate confidentiality obligations.
20.4 These obligations continue for three years after termination; trade secrets remain protected for as long as they legally qualify as trade secrets.
21. Ranking, promotions, reviews and data access
21.1 Ranking and recommendations may consider relevance, Product attributes, availability, location, language, engagement, recency, Seller performance, fulfilment, complaints, Buyer preferences, commercial arrangements and predicted demand. Additional information may be provided in the Seller dashboard or ranking notice where required.
21.2 Paid placement, sponsorship or other commercial influence on ranking will be labelled where applicable. Participation in PRE-ORDER does not guarantee ranking, visibility, traffic, demand or sales.
21.3 The Seller must not manipulate reviews, engagement, wishlists, demand signals, transactions, rankings or platform metrics. Reviews or feedback may be moderated under published rules but are not removed merely because they are negative.
21.4 The Seller may access Seller Account and transaction data through available dashboards, exports and support, subject to data-protection law, confidentiality, security, third-party rights and technical limits.
22. AML, sanctions, fraud and prohibited transactions
22.1 The Seller must not use PRE-ORDER for money laundering, terrorist financing, sanctions evasion, fraud, tax evasion, customs evasion, prohibited trade or transactions involving unlawful funds or parties.
22.2 The Seller must provide information reasonably required for AML, KYC/KYB, sanctions and fraud checks by PRE-ORDER, Stripe for B2C and the actual B2B Payment Provider as applicable. Access, collection, release or payout may be restricted while checks are pending.
22.3 PRE-ORDER or the applicable licensed Payment Provider may, within their lawful authority, reject, delay, freeze, reverse or report a transaction when required or permitted by law, sanctions, provider terms or a reasonably documented fraud/risk determination. PRE-ORDER does not independently take custody of Buyer funds.
22.4 The Seller must not structure transactions, identities or payment flows to circumvent thresholds, verification requirements or monitoring controls.
23. Monitoring, moderation and cooperation
23.1 PRE-ORDER may use human and automated controls to identify prohibited Products, illegal Content, fraud, sanctions risk, security threats and policy breaches. PRE-ORDER is not required to pre-approve every listing unless applicable law requires it.
23.2 The Seller must respond promptly to substantiated notices, authority requests and requests for Product, safety, payment or transaction evidence. PRE-ORDER may preserve relevant records and cooperate with competent authorities.
23.3 PRE-ORDER may restrict a listing, transaction, payout or feature where reasonably necessary to protect Buyers, comply with law, prevent fraud or address a material breach. Where required, the Seller will receive reasons and available appeal information.
23.4 Failure to cooperate with a lawful safety, regulatory, fraud or dispute investigation may itself constitute a material breach.
24. Suspension, termination and consequences
24.1 Either party may terminate this Agreement on 30 days’ written notice unless specifically accepted commercial terms state a longer period.
24.2 PRE-ORDER may suspend or terminate access immediately where reasonably necessary because of a legal or regulatory obligation, serious product-safety risk, fraud, sanctions exposure, cybersecurity threat, insolvency, repeated or material breach, counterfeit Products or conduct creating material harm.
24.3 Where applicable online-intermediation rules require notice or a statement of reasons, PRE-ORDER will provide them subject to lawful exceptions, including urgent security, fraud, regulatory or safety circumstances.
24.4 Open Product Contracts survive termination. The Seller must complete or lawfully cancel them, provide required refunds, continue after-sales support and cooperate with recalls and disputes. PRE-ORDER may retain limited access or records for these purposes.
24.5 Outstanding Platform fees, refunds, chargebacks and other accrued amounts remain payable after termination. Data export and deletion are subject to available functionality, applicable law, legitimate retention and the Privacy Policy.
25. Internal complaints and mediation
25.1 Eligible business users may submit complaints concerning alleged PRE-ORDER non-compliance, technical issues materially affecting them, or restrictions applied to their Account or Content through the business-support contact published on the Platform.
25.2 Complaints will be assessed in good faith, free of charge and within a reasonable period having regard to complexity and urgency. The Seller must provide relevant facts and available evidence.
25.3 Where applicable law requires PRE-ORDER to identify mediators or participate in an out-of-court process, the relevant information will be published or incorporated into the applicable business terms before that requirement applies.
25.4 Nothing in this section prevents either party from seeking judicial relief or urgent protective measures where permitted by law.
26. Warranties, indemnity and insurance
26.1 The Seller warrants that it is duly organised or lawfully operating, is authorised to enter into this Agreement, has provided accurate information, and that its Products, Content and performance comply with this Agreement and applicable law.
26.2 To the extent permitted by applicable law, the Seller will defend, indemnify and hold harmless PRE-ORDER and its affiliates from third-party claims, regulatory costs, recalls, losses and reasonable legal expenses arising from Seller Products, Content, taxes, Product Contracts, infringement, safety failures, misrepresentation or material breach.
26.3 PRE-ORDER must provide reasonable notice and cooperation for a covered claim. The Seller may not settle a claim in a manner that imposes liability, admission or non-monetary obligations on PRE-ORDER without PRE-ORDER’s consent.
26.4 The Seller must maintain insurance appropriate to its Products, markets and risk profile, including product or public liability insurance where required by law or specifically agreed in the Seller’s commercial terms. Evidence may be requested where reasonably relevant to risk.
27. Liability
27.1 Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded or limited, including fraud, wilful misconduct or liability for death or personal injury where applicable.
27.2 PRE-ORDER is not responsible for the Seller’s Product, manufacturing decision, Buyer default, carrier performance, independent Payment Provider systems or loss caused by inaccurate Seller data. PRE-ORDER does not guarantee demand, sales, production success, funding, profitability or uninterrupted Platform availability.
27.3 To the extent permitted by law, neither party is liable to the other for indirect or consequential loss or loss of profit, revenue, opportunity, goodwill or anticipated savings, except where such exclusion is prohibited.
27.4 For claims by the Seller arising from PRE-ORDER’s Services, PRE-ORDER’s aggregate liability in any 12-month period is limited to the greater of fees paid by the Seller to PRE-ORDER in that period or EUR 500, unless a specifically signed commercial agreement provides a different cap.
27.5 The liability cap does not limit Seller obligations for Product refunds, chargebacks, infringement, confidentiality or data-protection breaches, indemnity obligations, fraud, wilful misconduct, or other liability that applicable law does not permit to be limited.
28. Force majeure and external events
28.1 Neither party is responsible for delay or failure caused by an event beyond its reasonable control that could not reasonably have been prevented, including major infrastructure failure, natural disaster, war, civil disturbance, government restriction, widespread carrier disruption or material third-party service outage.
28.2 The affected party must notify the other when reasonably practicable and take reasonable steps to mitigate the effects and resume performance.
28.3 Force majeure does not excuse obligations that can still reasonably be performed, including duties to safeguard data, communicate known delays, account for funds already received, or provide legally required refunds where the law does not permit those duties to be suspended.
29. Changes to this Agreement
29.1 PRE-ORDER may amend this Agreement for legal, regulatory, security, technical, operational or commercial reasons.
29.2 Where applicable business-user rules require advance notice on a durable medium, PRE-ORDER will provide the legally required notice period, including a longer period where reasonably necessary for technical or commercial adaptation.
29.3 A notice period may not apply where PRE-ORDER must comply with a legal obligation, address an unforeseen and imminent danger, prevent fraud or cybersecurity harm, or make an exclusively beneficial or purely editorial change, to the extent permitted by law.
29.4 Continued use after the effective date constitutes acceptance only where legally valid. If a Seller does not accept a material change, it may terminate before the change takes effect, subject to open Product Contracts and accrued obligations.
30. Governing law, notices and general provisions
30.1 This Agreement is governed by Bulgarian law. The competent courts of Bulgaria have jurisdiction over disputes arising out of or in connection with this Agreement, unless a separately signed commercial agreement between the relevant parties expressly provides otherwise.
30.2 Notices to the Seller may be delivered through the Seller Account or registered email. Legal notices to PRE-ORDER may be sent to info@b2b-agency.cc unless a different legal-contact address is published on the Platform.
30.3 The Seller may not assign this Agreement without PRE-ORDER’s prior written consent. PRE-ORDER may assign it as part of a reorganisation, financing or transfer of the Platform, provided accrued Seller rights are not materially reduced.
30.4 If a provision is invalid or unenforceable, it will be limited to the minimum extent necessary and the remainder continues in effect. Failure to enforce a provision is not a waiver.
30.5 This Agreement and incorporated documents constitute the agreement concerning Seller access and use of PRE-ORDER, without replacing individual Product Contracts between Seller and Buyers.
30.6 The English version governs to the extent permitted by law. This Agreement may be accepted through a clear affirmative electronic action by an authorised Seller representative, with a record of the account, contracting company, representative, exact terms/version, timestamp and evidence of acceptance. Electronic acceptance or a simple electronic signature is valid where applicable law permits; a qualified or other signature must be used where specifically required by law or transaction terms.
31. Seller-specific commercial terms
31.1 Seller-specific commercial terms may set additional lawful parameters, including provider fees, payout conditions, jurisdiction/country coverage, individual service levels and approved promotions. The standard business model is the 1.5% B2B Seller commission plus a separate 1.5% B2B Buyer commission; the 8% B2C transaction commission requires explicit disclosure of the responsible payer and actual collection method. Any separate logistics revenue arrangement is documented independently.
31.2 Each charge payable by the Seller must be visible and accepted before becoming binding. Neither the 8% B2C rate nor a logistics-related arrangement automatically authorises charging the Seller or Buyer without clear accepted terms and compliance with mandatory tax, consumer and payment laws.
31.3 Where Seller-specific commercial terms conflict with this Agreement, they prevail only for the matter they expressly vary and only if they were validly accepted by PRE-ORDER and the Seller.
32. Seller onboarding and launch requirements
- Verified legal identity, registration details, authorised representative and beneficial-owner information where required.
- Verified Stripe account for B2C and, where applicable, a separately approved licensed B2B provider account, payout details and tax information.
- Trader status and public business contact details confirmed.
- Product safety, technical, traceability and recall contacts recorded where applicable.
- Textile composition, care, size, colour, Product identifiers and required labelling information completed.
- Pre-order type, acceptance logic, MOQ or threshold, campaign dates and Estimated Delivery Window configured.
- Prices, taxes, shipping charges, payment stages, cancellation, withdrawal and return information configured.
- Required Platform policies, Stripe terms for B2C, applicable licensed B2B provider terms, and Seller-specific commercial terms accepted.
- Support, complaint, safety-incident and data-breach workflows available to relevant Seller personnel.