Bloom Connect Terms of Business

1.1 Introduction

1.1.1 Bloom & Grow Limited, a company incorporated in Hong Kong, operates an online business-to-business (“B2B”) marketplace (the “Platform”) known as Bloom Connect (“BC”) that facilitates the offer and sale of Goods by the Vendor to Retailers. These Bloom Connect Terms of Business (“BCTOB”) govern the relationship between Bloom & Grow Limited and each Vendor (collectively referred to as the “Parties”).

1.1.2 The Manuals, Appendices, and Schedules referenced herein, and any operational guidelines, shipping policies, data usage policies, privacy statements, and additional commercial terms published by BC form an integral part of this BCTOB (collectively referred to as the “Terms”). By registering as a Vendor on the Platform, or by otherwise using the Platform, the Vendor expressly acknowledges and agrees to be bound by the Terms (and as amended from time to time).

1.2 Key Definitions

• Customer Contract: The binding contract for the sale of Goods entered into directly between the Vendor and a Retailer through the Platform, subject to the Vendor’s terms of sale and return policy. BC is not a party to such Customer Contract.

• Confidential Information: (i) all information in any form, disclosed or made available to the Vendor by BC in relation to the Terms; (ii) all information, documents, manuals, pricing, customer lists, or materials marked as “confidential”; and (iii) the Manuals.

• Goods: Products or merchandise made available for sale by the Vendor via the Platform.

• Manuals: Operational guidelines and documents setting out policies and procedures for listing Goods, fulfilment, and other matters, published and amended by BC.

• Parties: BC and the Vendor.

• Platform: The Bloom Connect online marketplace and its related infrastructure (websites, mobile applications, or portals).

• Retailer: A trade customer, professional buyer, or business entity registered on the Platform to purchase Goods from the Vendor.

• Services: The functionality and services provided by BC under the Terms, including hosting listings, facilitating orders, and collecting payments on behalf of Vendors.

• Vendor: The business entity, brand owner, or supplier listing and selling Goods via the Platform.

• Vendor’s Product Pages: Webpages on the Platform where the Vendor lists its Goods for sale.

1.3 Interpretation

1.3.1 Unless otherwise specified, references to “Clauses,” “Schedules,” or “Sections” are to clauses, schedules, or sections of this BCTOB.

1.3.2 Headings and subheadings are for convenience only and do not affect interpretation.

1.3.3 Words denoting the singular include the plural (and vice versa). References to persons include bodies corporate, partnerships, or other entities.

2.1 Purpose

2.1.1 This BCTOB sets forth the framework under which Vendors list, market, and sell Goods via the Platform to Retailers.

2.1.2 BC provides Services as an online intermediary to facilitate transactions. BC does not buy, sell, or take title to any Goods.

2.2 Non-Exclusivity

2.2.1 Nothing herein creates an exclusive arrangement. Vendors may list Goods elsewhere, and BC may host competing Vendors.

2.3 Provision of Services

2.3.1 In consideration of the fees and commissions set out in this BCTOB, BC shall: (a) Provide Vendor access to the Platform; (b) Facilitate display of Goods to Retailers; (c) Collect payments from Retailers on Vendor’s behalf, subject to Clause 5; and (d) Provide ancillary services (e.g., fulfilment support) if agreed.

2.4 Independence of Parties

2.4.1 Nothing herein creates a partnership, joint venture, or legal entity.

2.4.2 Neither Party may bind the other except as expressly provided.

2.7 Territorial Scope

2.7.1 BC may limit availability of the Platform to specific regions. Vendors must ensure compliance with local laws for Goods listed.

2.8 Effective Date & Duration

2.8.1 Terms are effective upon Vendor’s registration or acceptance.

2.8.2 They remain in force until terminated under Clause 14.

3.1 BC as Intermediary

• No Agency or Partnership: BC and Vendor are independent contractors. BC facilitates listing and promotion of Goods but does not assume ownership or liability for them, unless under a separate agreement (e.g. FBBC).

• Platform Administration: BC provides infrastructure and may modify, upgrade, suspend, or discontinue services. Scheduled maintenance or emergency downtime may occur without liability.

3.2 Vendors & Retailers as Contracting Parties

3.2.1 Goods are offered and sold as the Vendor’s goods, not BC’s.

3.2.2 A Customer Contract is formed directly between Vendor and Retailer. BC is not a party.

3.2.3 Vendor is responsible for fulfilment, product quality, and customer support.

4.1 Vendor Eligibility and Onboarding

4.1.1 Vendors must be legally established entities with necessary licenses.

4.1.2 Onboarding requires accurate registration and supporting documents. BC may reject applications at its discretion.

4.1.3 Vendors must maintain compliance and update information if circumstances change.

4.2 Manuals and Operational Guidelines

4.2.1 Manuals are part of this BCTOB and prevail only where not inconsistent.

4.2.2 BC may amend Manuals at its discretion.

4.2.3 Vendors must review updates and comply.

4.3 Security Code/Account Credentials

4.3.1 Vendors receive secure login credentials.

4.3.2 Vendors are responsible for safeguarding them.

4.3.3 BC may suspend/reset credentials if misuse is suspected.

5.1 Commission Structure & Fee Types

5.1.1 Commission on Sales: The Parties agree that the commission payable to BC is fifteen percent (15%) of all sales of Goods transacted via the Platform (the “Commission”). Commission is payable monthly.

5.1.2 Additional Fees: BC may charge Service Fees for optional services (e.g., marketing campaigns).

5.1.3 Changes: BC may revise Commission or fees upon notice. Continued use of the Platform constitutes acceptance.

5.2 Deposit, Thresholds & Penalty Charges: BC may require deposits, set remittance thresholds, and apply penalty charges for non-compliance (details in Manuals).

5.3 Billing Cycle & Reports: Monthly billing cycle; Vendor reports include sales, commissions, returns, and net payable.

5.4 Taxes & Withholding

5.4.1 Vendor’s Tax Responsibilities: BC’s Platform will automatically calculate and display the Recommended Retail Price (RRP) in local currency, inclusive of local sales taxes where applicable (e.g., VAT/GST). All other tax responsibilities remain the Vendor’s.

5.4.2 BC’s Limited Role: BC does not provide tax advice and will not remit taxes on Vendor’s behalf unless required by law.

6.1 Product Listing & Stock Accuracy: Vendors must maintain accurate product information and stock levels. BC may penalise misrepresentation.

6.2 Fulfilment Models

• Fulfilled by Vendor (FBV): Vendor handles storage, packing, shipping.

• Fulfilled by BC (FBBC): If agreed, BC provides fulfilment services from its warehouses.

• Hybrid models may be used.

6.3 Delivery & Late Policies: Vendors must meet promised delivery timelines. Late deliveries may incur penalties or refunds.

6.4 Packaging Standards: Goods must be securely packaged. Vendors may need to follow BC branding or sustainability requirements.

6.5 Product Compliance: Vendors are solely responsible for ensuring Goods comply with laws and certification requirements. BC may suspend non-compliant Goods.

7.1 Order Placement & Acceptance

7.1.1 Order Placement: Retailers place orders through the Platform using supported purchasing workflows.

7.1.2 Acceptance by Vendor: All orders are deemed accepted automatically unless stock is unavailable, delivery is not possible, or other exceptions are defined in the Manuals.

7.1.3 Customer Contract: Once accepted, an order creates a binding Customer Contract between Vendor and Retailer. BC is not a party, except for collecting payment as Vendor’s agent.

7.2 Refund & Return Policies

7.2.1 Vendor must maintain a clear refund/return policy in line with local laws and BC minimum requirements.

7.2.2 Vendor bears costs for defective, damaged, or mis-shipped Goods. Retailer may bear costs for change-of-mind returns, unless law states otherwise.

7.2.3 BC may process refunds on Vendor’s behalf. Vendors reimburse BC for refunds where Vendor is responsible.

7.3 Shipping Costs & Timelines: Vendors are responsible for return shipping costs in cases of defect or mis-shipment. Timelines and rules are detailed in Manuals.

7.4 Customer Service & Complaints: BC is not responsible for after-sales service. Vendors must respond promptly to complaints escalated by BC. Failure to do so may lead to deductions from Vendor payouts.

8.1 Customer Information: All Retailer data is BC’s Confidential Information. Vendors only access what is needed to fulfil orders.

8.2 Vendor Use of Data: Vendors may only use Customer Information to fulfil orders and must protect it against misuse or disclosure.

8.3 Privacy & Compliance: Both Parties must comply with data protection laws (e.g., GDPR). Vendors must securely destroy data when no longer needed.

8.4 Restrictions on Solicitation: Vendors may not contact Retailers directly for marketing or to bypass BC’s fees.

9.1 Intellectual Property

• Vendors retain ownership of their IP but grant BC a licence to use it for listings, marketing, and promotions.

• BC retains ownership of its Platform IP.

9.2 IP Infringements: BC may suspend or remove infringing Goods. Vendors indemnify BC against IP-related claims arising from Vendor content.

9.3 Use of BC Marks: Vendors may only use BC’s name or logos in accordance with branding guidelines and with BC’s consent.

10.1 Off-Platform Sales Restrictions: Vendors may not use the Platform to arrange off-platform sales that bypass BC’s fees.

10.2 Enforcement & Penalties: BC may recover lost fees, suspend Vendors, or terminate accounts for breaches.

10.3 Termination Rights: BC may terminate Vendor accounts for repeated or severe violations.

11.1 Right to Modify: BC may modify, upgrade, or suspend services and workflows without liability. Vendors must adapt to changes.

11.2 Warranty Disclaimer: The Platform is provided “as is” without warranties of any kind. BC does not guarantee sales volume, error-free operation, or uninterrupted service.

11.3 Exclusion of Damages: To the fullest extent permitted by law, BC is not liable for indirect or consequential damages (including loss of profits or business).

12.1 Liability Caps

12.1.1 Cap on Direct Damages: BC’s total cumulative liability is capped at the total fees actually paid by the Vendor to BC in the three (3) months preceding the event giving rise to the claim. If no fees were paid, BC’s total liability is capped at USD $5,000 (or equivalent in local currency), or the minimum permissible cap under applicable law.

12.1.2 Exceptions: Nothing limits liability for death/personal injury caused by negligence, fraud, or where exclusion is not permitted by law.

12.2 Indirect & Consequential Damages: Neither Party is liable for indirect, incidental, or consequential damages, including lost profits, regardless of legal theory.

12.3 Force Majeure: Neither Party is liable for failure to perform caused by Force Majeure events (e.g., natural disasters, war, strikes, internet failures).

13.1 Vendor Indemnities for BC & Affiliates: Vendors shall indemnify and hold harmless BC and its affiliates against claims, damages, and expenses arising from: • Breach of the Terms; • Defective or unsafe Goods; • IP infringements caused by Vendor content; • Fraud, misconduct, or negligence.

13.2 Product Liability & Insurance Requirements: Vendors are solely responsible for product liability claims. Vendors must maintain adequate product liability insurance and provide BC evidence of coverage if requested.

14.1 Term: The Agreement is effective upon Vendor registration and continues until terminated under Clause 14.

14.2 Grounds for Immediate Suspension: BC may suspend Vendor accounts for material breaches, fraud, illegal conduct, or risks to Platform stability.

14.3 Termination: • By BC: Immediate for breach; or 30 days’ notice for convenience. • By Vendor: 30 days’ notice if no outstanding orders or disputes.

14.4 Post-Termination Obligations: Vendors must cease use of BC’s marks, fulfil outstanding orders, and settle liabilities.

Notices must be delivered by email, registered mail, courier, or via the Platform’s communication tools. Notices by email are deemed received on successful transmission unless a bounce is received.

The Terms are governed by the laws of Hong Kong.

• Disputes shall first be escalated internally.

• If unresolved, the Parties may agree to mediation.

• Final resolution shall be by arbitration at HKIAC, in English.

• Courts of Hong Kong have jurisdiction for interim relief.

• Entire Agreement: This BCTOB and referenced documents constitute the full agreement.

• Assignment: Vendors may not assign without BC’s consent.

• Severability: Invalid provisions shall be replaced by enforceable ones reflecting original intent.

• Waiver: Failure to enforce rights does not waive them.

• Survival: Clauses on liability, indemnity, confidentiality, and dispute resolution survive termination.

18.1 Definitions: Additional definitions or clarifications provided as needed.

18.2 Commission & Fee Rates: 18.2.1 Commission Structure – Vendors agree to pay BC a commission of fifteen percent (15%) of all sales transacted via the Platform, payable monthly. 18.2.2 Other Service Fees – Fees for optional services (e.g., banners, marketing campaigns, analytics) will be disclosed separately.

18.3 Operational Manuals Reference: References the latest versions of BC’s operational policies (e.g., listing, packaging, shipping, returns).

18.4 Sample Monthly Merchant Report Format: Illustrative example of Vendor report, showing sales, commissions, refunds, penalties, and net payable.

18.5 Additional Commercial Terms: Region-specific provisions, promotional agreements, or seasonal campaigns may be detailed here.