Whoppah general terms and conditions of use

These are Whoppah B.V.'s general terms and conditions of use applicable to the use by Buyers and (Professional) Sellers of the Platform and Services offered thereunder, all as defined below. These general terms and conditions of use can also be consulted and downloaded from Whoppah's websites.

  1. Definitions

    Terms capitalized in these Terms (as defined below) shall have the following meanings:

    1. Account: a User's personal (business) profile on the Platform that allows use of Whoppah's Services.
    2. Advertisement: a commendation of a Product as posted by (Professional) Seller on the Platform.
    3. Commission: the percentage of the Purchase Price - as indicated on the Platform - payable by the Seller to Whoppah in consideration of the Services provided by Whoppah, such as but not limited to provision of the Platform, curation of Products.
    4. Services: the services provided by Whoppah, whether or not through an external service provider (such as Courier or PSP), on the Platform, including but not limited to, the placement of Advertisements on the Platform in order to offer Products for sale or auction, the facilitation of the payments associated with the (sale) and the curation of Products.
    5. User: any natural or legal person - including Buyer and (Professional) Seller - who visits the Platform and uses the Service(s) offered thereon.
    6. IP Rights: all intellectual property rights, both registered and unregistered, including but not limited to, patent rights, copyright (including rights to source and object codes of software), database rights, trademark rights, trade name rights and rights relating to know-how and trade secrets.
    7. Courier: a service provider selected and offered by Whoppah to provide transportation and shipment of a Product, all under its own general (delivery) terms and conditions.
    8. Purchase Price: the price at which a Product is offered by the (Professional) Seller.
    9. Purchase Price: the total amount owed by Buyer to (Professional) Seller for the Product purchased, including VAT, Buyer Protection and shipping costs, all to the extent applicable.
    10. Buyer: a natural or legal person who enters into a Transaction via the Platform with a (Professional) Seller regarding the purchase of one or more Products.
    11. Buyer Protection: the option that Buyer may choose by remitting an additional percentage of the Purchase Price - as indicated on the Platform - to Whoppah all as described under Article 7 and further detailed in Annex B of these Conditions.
    12. Force Majeure: a failure not attributable to Whoppah, such as but not limited to: (i) terrorism, situations of war or natural disasters, (ii) flood, fire, storm, (iii) traffic electricity and Internet outages, (iv) hacks, single-hacks, Trojans, DDos attacks, bugs, malicious software or other attacks on the Platform, (v) strikes, boycotts, epidemics, (vi) logistical impediments due to governmental measures or other governmental restrictions, (vii) force majeure situations on the part of third parties engaged by Whoppah.
    13. Payment Service Provider (PSP): the payment service provider affiliated by Whoppah to offer payment services on the Platform.
    14. Platform: the online environment, accessible via the (mobile) website(s) and/or (mobile) application, on which Whoppah's Services are offered and accessible to Users.
    15. Product: a (second-hand, showroom, or used) product in a certain, available (sub-)category that can be offered by (Professional) Seller on the Platform.
    16. Professional Seller: a legal entity or natural person acting in the exercise of a profession or business, not being Whoppah, offering one or more Products via the Platform.
    17. Pro-Sales Terms: the terms and conditions that apply specifically to Transactions between a (consumer) Buyer and Professional Seller, attached hereto as Annex A Transaction: a (sales) agreement concluded - in accordance with Article 5.1 - between Buyer and (Professional) Seller.
    18. Seller: the natural person - not acting in the exercise of a profession or business - who offers one or more Products via the Platform.
    19. Conditions: these general terms and conditions of use.
    20. Whoppah: the limited liability company Whoppah B.V., having its registered office in Amsterdam and registered in the Commercial Register of the Chamber of Commerce under number 71938206.

  2. Applicability

    1. These Terms and Conditions apply to any use by a User of the Platform and/or the Services, as well as the provision and maintenance of the Services by Whoppah. To the extent Whoppah uses external service providers (such as Couriers and/or PSP) in the context of its Services, the general (delivery) terms and conditions of the relevant external service providers may also apply.
    2. In Transactions between a Professional Seller and a consumer Buyer, in addition to these Terms, the Pro-Sales Terms (Annex A) also apply. In the event of any conflict between provisions in these Terms and Conditions and the Pro-Sales Terms and Conditions (if applicable), provisions in the Pro-Sales Terms and Conditions shall prevail.
    3. By creating an Account, User agrees to be bound by these Terms and Conditions towards Whoppah.
    4. Deviations, additions or other changes to these Terms and Conditions are only valid if and to the extent explicitly agreed in writing with Whoppah.
    5. Whoppah is entitled to unilaterally amend these Terms from time to time. When material changes are made, the User will be notified in a timely manner by email. If the User does not agree with the changes, the User should not continue to use the Platform and/or the Services offered on it. If User continues the use of the Platform and/or the Services after modification or addition of the Terms and Conditions, User thereby irrevocably accepts the modified or supplemented Terms and Conditions.
    6. If any provision in these Terms and Conditions is void or destroyed, the other provisions of these Terms and Conditions will remain in full force and effect. Whoppah will in that case replace the void or voided provision, taking into account as much as possible the purpose and intent of the void or voided provisions.

  3. The Account

    1. In order to use Whoppah's Services, User must create an Account. In order to create an Account, User must:
      1. Be at least 18 years of age;
      2. use the Services for personal purposes only and not for professional/business purposes, unless User is a Professional Vendor;
      3. agree to these Terms and Conditions.
    2. User is solely responsible for the confidentiality of his username and password. In that connection, User is also liable for any use of the Services through his Account, including all (legal) acts performed under the Account.
    3. User is further responsible for the completeness and correctness of the data in the Account and updating it in case of changes. User guarantees the correctness and completeness of the address and contact details provided in the Account. If address or contact details in the Account are incorrect, User must amend them without delay. If incorrect data has been used for shipping or delivery of a Product, User must notify Whoppah immediately.
    4. User is not allowed to have multiple Accounts that directly or indirectly belong to the same User. However, it is possible to have an Account both as a consumer and as a professional (Pro Seller), provided that a different e-mail address and telephone number are linked to it and that they are clearly separate Accounts, i.e. with their own Advertisements and Products that have not been placed identically or similarly on the Platform under both Accounts. The Consumer Account should only be used for non-professional activities and the Professional Seller Account only for professional/company purposes.
    5. User must have a payment account with a Dutch/European banking institution. Each User is obliged to identify themselves as such and to provide further details upon request - whether from the Payment Service Provider or not - when creating the Account. Whoppah has the right to unilaterally change the status of a User's Account if there is reasonable cause to do so, for example if a User mistakenly did not register as a "Professional Seller".
    6. Whoppah has at all times the right to refuse an Account at its own discretion. This may for example be the case when User lives in a country where the Services are not (or cannot be) provided, there is (a suspicion of) fraud, User's Account has been previously blocked or deleted, or User does not meet the requirements of article 3.1. Such refusal never creates for User a right to (damage) compensation towards Whoppah.
    7. Whoppah further reserves the right, at its sole discretion, to fully or partially (temporarily) restrict or suspend a User's activities on the Platform with immediate effect, without prior warning, which also includes blocking or deleting the Account (temporarily or permanently). This will in any case be possible in cases in which:
      1. (the suspicion exists that) User acts contrary to these Terms and Conditions, more specifically the provisions in article 3.1, 3.4, 5.3, 9.4 and/or 11.3; or
      2. (the suspicion exists that) User acts or has acted in breach of applicable laws and regulations; or
      3. (the suspicion exists that) Seller is acting in violation of the guarantees in Article 4.4.
    8. The moment an Account is (temporarily) blocked, the User cannot use the Platform and the Services and any Advertisements of the User are (temporarily) unavailable.
    9. A (temporary or permanent) blocking or removal of the Account never creates for User any right to (damage) compensation towards Whoppah.
    10. User can request Whoppah by email to remove the Account. In such case: (i) User may no longer use the Services, (ii) Whoppah will delete the data in the Account no later than one (1) month after receiving such request, subject to the provisions of the following sentence. If any payment and/or delivery obligations under pending Transactions remain outstanding at the time of the request to delete the Account, they must be completed before the Account can be deleted by Whoppah. Until such time, these Terms and Conditions will continue to apply in full.

  4. Placement and content of an Advertisement

    1. An Account allows a (Professional) Seller to place one or more Advertisements on the Platform.
    2. Advertisements are placed within an existing (sub-)category. Whoppah is entitled to remove certain (sub-)categories, which means that Advertisements may also be removed or moved to another (sub-)category. This will never give the User a right to compensation.
    3. The (Professional) Seller, when creating an Advertisement, indicates which shipping methods are offered, all within the shipping options made available and/or Couriers selected by Whoppah, which moreover may change from time to time.
    4. The (Professional) Seller warrants and guarantees that:
      1. there are not simultaneously multiple identical Advertisements on the Platform;
      2. the (Professional) Seller is entitled to transfer ownership of the Product to a Buyer;
      3. the Product offered in the Advertisement is and remains available for sale for as long as the Advertisement is offered on the Platform;
      4. the Product offered in the Advertisement is not sold and delivered outside the Platform by agreement with Buyer;
      5. the condition of any Product offered in the Advertisement is correctly and completely represented in text and photograph (including indication of any signs of use, wear, defects, damage, etc.);
      6. the content of the Advertisement - including titles, brand names, descriptions, prices and pictures of the Product - is true, complete, accurate, truthful and not misleading;
      7. the content of the Advertisement does not infringe any third party (IP) rights, which includes not offering counterfeit or replica as original branded products;
      8. the content of the Advertisement does not contain discriminatory, pornographic, offensive or otherwise illegal or unlawful content;
      9. applicable laws or regulations are complied with, including but not limited to, timely compliance with requests by or on behalf of Whoppah for the provision of (additional) information or data under DAC7 reporting requirements.
      10. the content of the Advertisement does not violate any applicable laws or regulations.
    5. Until a Transaction has been concluded, (Professional) Seller has the right and ability to edit or remove an Advertisement from the Platform. When the Product in an Advertisement is no longer available for sale, (Professional) Seller is obliged to remove the Advertisement without delay. Whoppah may also unilaterally modify or remove an Advertisement from the Platform at any time, without creating for (Professional) Seller any right to (damages) compensation.
    6. An Advertisement placed by a Seller is active for a period of 60 days, with the possibility of renewal by confirmation of the Seller on a renewal option by email sent by Whoppah. A Posted Advertisement by a Professional Seller shall remain active indefinitely until the removal of the Advertisement by the Professional Seller or Whoppah, due to cancellation or termination of the Professional Seller's Account, or the completion of a Transaction.
    7. After placement of an Advertisement, the Product offered herein will be reviewed by (the curation team of) Whoppah, unless otherwise indicated. Whoppah is entitled to refuse (the content of) a particular Advertisement (or parts thereof such as, for example, the shipping method) or to remove it. This may for example be the case if there is (a suspicion of) counterfeiting or infringement of (IP) rights of third parties, or the (suspicion of) violating these Terms and Conditions, such as the guarantees arising from Article 4.4, or the law.
    8. Each (Professional) Seller is fully independently liable for the content and availability of all Advertisements placed under its Account on the Platform, as well as for the Products thereby offered and sold to other Users.

  5. Offer, acceptance and payment

    1. There is a valid Transaction of a Product in the following cases:
      1. If Buyer has made payment of the Purchase Price; or
      2. if Buyer has made a bid for a Product which has been accepted by the (Professional) Seller within 48 hours of the bid being placed and Buyer has subsequently made payment of the Purchase Price.
    2. Whoppah is not a party to the Transaction between Buyer and (Professional) Seller and only has a facilitating role within the Platform and the provision of the Services. Buyer and (Professional) Seller acknowledge that Whoppah is or will never be a party to any Transaction and that they will never have any claim or right against Whoppah in connection with such Transaction, such in the broadest sense of the word such as, but not limited to: claims relating to the authenticity of the Product, the availability of the Product, and/or deviations to the Product from the features in the Advertisement.
    3. Buyer and (Professional) Seller may not agree to direct payment of the Purchase Price for any Product and/or accept direct payments of the Purchase Price. In case of violation of this provision, both Buyer and (Professional) Seller shall be jointly and severally liable to compensate Whoppah for all damages and costs caused thereby, which shall in any event amount to the amount of the Commission and/or Buyer Protection (if applicable) lost by Whoppah. Whoppah shall be entitled to send an invoice where appropriate.
    4. Once Buyer has paid the Purchase Price, Seller will receive payment confirmation of the Transaction. The payment is at that time held in escrow in Whoppah's separate third-party account. Once a Transaction has been fully completed and the delivery of the Product has been completed in good order according to the rules governing it on the Whoppah platform, the Purchase Price less the Commission will be paid to the (Professional) Seller via the bank details provided by (Professional) Seller in its Account.
    5. Whoppah shall never be liable for any damages, losses, costs or expenses directly or indirectly arising from or related to the unauthorized access of third parties to a User's Account, including but not limited to (single) hacking, phishing, or any other form of unauthorized access by third parties. User is solely responsible for maintaining adequate security measures for the Account, including using strong passwords and keeping login credentials confidential.

  6. Delivery and transportation.

    1. When using Platform, the Buyer has several options for delivery of the Product purchased. The Buyer may choose to pick up the Product themselves, whereby the responsibility for picking up, transporting and making arrangements with the (Professional) Seller lies entirely with the Buyer. Alternatively, the Buyer may choose delivery by a Courier. Additionally, there is the option of 'custom delivery', whereby the (Professional) Seller arranges shipping and bears full responsibility and liability for it.
    2. When selling smaller Products via the Platform, parcel post via integrated shipping labels is also an available option. This shipping method requires the use of the automatically generated and prepaid shipping label provided to the (Professional) Seller. Failure of the (Professional) Seller to use this label will result in cancellation of the Transaction. Products falling within the dimensions and weight limits specified by the relevant parcel carrier are eligible for parcel post. To facilitate this, the (Professional) Seller is asked to provide the relevant Product information when creating the Advertisement. Products that do not meet these dimensions and weight criteria will (may) be automatically converted by Whoppah to the option of shipping via Courier. If the specified dimensions or weight of the package differ from reality, Whoppah has the right to charge the additional costs for this to the Seller or the Buyer.
    3. If the Courier handles the delivery of the Product, (Professional) Seller shall ensure the correct and timely delivery of the Product to the Courier. For scheduling the delivery, Buyer and (Professional) Seller shall follow the instructions of Courier and/or Whoppah. If an item
    4. If the (Professional) Seller organizes and arranges the delivery of the Product itself (custom delivery), the (Professional) Seller is fully independently responsible the correct and timely delivery of the Product to the Buyer and (Professional) Seller will coordinate this fully independently with Buyer. Transport costs may be higher than shown on the website (e.g. when item is too heavy (heavier than 50 kg) or too large (Length, width or height longer than 180 cm), or needs to be picked up/delivered to a location that is difficult to reach). Whoppah has the right to charge the additional cost of this to the seller or buyer.
    5. The Professional Seller must also provide the return address in case Buyer wishes to invoke the right of withdrawal as described in the Pro Sales Terms.
    6. The (Professional) Seller is responsible for carefully packing the Product for the purpose of shipment and transportation by a Courier. The (Professional) Seller is also independently responsible for taking photographs of the Product and packaging insofar as (Professional) Seller bears the burden of proof in the event of damage occurring during transportation and/or delivery of the Product by a Courier.
    7. If a Courier is used for the transport and delivery of the Product, the general (delivery) conditions of the relevant Courier shall additionally apply in respect of such transport and delivery. In the event of loss of or damage to the Product during transportation and/or delivery by Courier, the provisions of Annex C shall also apply.
    8. If Courier is used for transportation and delivery of the Product, the following shall also apply:
      1. Buyer and (Professional) Seller are each individually responsible for providing a correct and complete address in time for pickup and delivery of the Product and for providing all other relevant and requested information (such as floor, correct dimensions, presence of elevator, etc.) in time, correctly and completely to enable pickup and delivery of the Product.
      2. If due to the incorrect provision or withholding of relevant information, it is not possible or unsafe to deliver a Product to Buyer, Buyer shall be responsible for the resulting damage and the Courier and/or Whoppah shall be entitled to pass on at least the additional shipping/transportation costs.
      3. Courier is entitled to refuse certain Products or the performance of the courier service (for example, but not limited to, because of the size, weight or dimensions of a Product, or because of the inaccessibility or insecurity of Buyer's location). In this case, shipping/transportation costs paid by Buyer will not be refunded or the additional costs may be charged to Buyer or Seller.
      4. If there is any loss of or damage to the Product during transportation and/or delivery by the Courier, Buyer (or (Professional) Seller) shall report this to Whoppah no later than within two (2) days via the appropriate claim form, including a substantiation - with or without photographs - of the damage or loss and the alleged cause. The provisions of Annex C are also relevant and applicable here.
    9. Any delivery dates or deadlines of Courier indicated on the Platform are at all times indicative and do not bind Courier (or Whoppah). The Courier and/or Whoppah shall make every effort to inform the Buyer and (Professional) Seller as soon as possible of any delays by the Courier. Whoppah can never be held liable for delays in transport and/or delivery by the Courier.
    10. To the extent a Product is shipped abroad, additional import/export rules and procedures may apply. These rules and procedures will be followed and adhered to by us and Couriers.
    11. Buyer and (Professional) Seller acknowledge and accept that Whoppah has no involvement or accepts any liability for loss of or damage to the Product during transportation and/or delivery by a Courier, shipment via parcel services, 'custom delivery' by the (Professional) Seller, or in case of 'self collection' by Buyer. The same applies to delays in or refusals of transport, shipment and/or delivery by Courier or parcel services respectively.
    12. If a Product is undeliverable because Buyer provides an incorrect delivery address, is not present at the time of delivery, does not accept delivery of the Product, the Product will be returned to (Professional) Seller. Whoppah then informs the User of the unsuccessful delivery and Buyer has 48 hours to provide a correct address or otherwise enable delivery of the Product. If the Buyer does not respond or confirm within this period, the Buyer thereby waives his right to receive the Product under these Terms and Conditions. Buyer, in cases of failure of deliveries of a Product due to its fault, is independently responsible and liable for any additional costs associated with the re-shipment and/or return of the Product to the (Professional) Seller.

  7. Rescission, non-conformity and Buyer protection

    1. If the Transaction is concluded between a Professional Seller and a *consumer*Buyer residing in a country within the European Economic Area, Dutch and European legislation in the field of consumer law and distance selling shall apply and the provisions of the Pro-Sales Terms and Conditions shall apply to dissolution and returns.
    2. If the Transaction is concluded with a Seller -not being a Professional Seller- Dutch and European legislation in the field of consumer law and distance selling *does not*apply. In that regard, Buyer acknowledges and accepts that dissolution and return of a Product already purchased is excluded and Buyer is not entitled to the right of withdrawal.
    3. In the situation where the Transaction is concluded with a Seller -not being a Professional Seller- the following provisions apply:
      1. Buyer must inspect the Product immediately upon receipt for any defects.
      2. After receiving the Product, Buyer has two (2) days to indicate to Seller that it has received the Product in good order and that the Product complies with the Advertisement.
      3. Once Buyer has confirmed successful delivery of the Product, or the complaint period of Article 7.3.2 has expired, Seller will receive an email from Whoppah confirming the imminent disbursement to Seller of the Purchase Price less the Commission. Disbursement will be made no later than ten (10) days after receipt of the confirmation to the bank account number provided by Seller in the Account.
      4. If within two (2) days after receipt of the Product, Buyer indicates (i) alleged counterfeit, replica or forgery, or (ii) non-conformity of the Product received with respect to the Advertisement, the provisions of Annex B shall apply.
      5. If Buyer is notified by Whoppah of the situation: (i) that the Product should have been delivered to Buyer, or (ii) that the Product appears to be lost, Buyer shall have the option to file a notification of "loss of Product" within two (2) days of receipt of such notification. In such case, the provisions of Annex C shall apply.
      6. If within two (2) days of receipt of the Product, the Buyer indicates that there is damage to the Product received that is related to transportation or shipping, the provisions of Annex C shall apply.

  8. Contact Whoppah and Notice and Takedown (NTD).

    1. For questions and/or complaints about the Platform, User may contact Whoppah via WhatsApp or by sending an email to support@whoppah.com.
    2. Whoppah aims to respond to the question or complaint within five (5) business days.
    3. If User has a complaint regarding another User, because that other User has done something illegal on the Platform, violates the (IP) rights of third parties and/or violates these Terms, User may contact Whoppah by sending an email to support@whoppah.com and follow the *notice-and-takedown-*procedure as further described in Annex D. Whoppah can never be held liable to User and/or third parties for any damages resulting from any infringement of (IP) rights.
    4. In accordance with its legal obligations, Whoppah will remove from the Platform any unlawful content reported in accordance with the NTD procedure (Annex D), or take any other action against the (Professional) Seller.

  9. Intellectual Property.

    1. All IP rights relating to the Platform including improvements and further developments thereof, and the database of Advertisements belong exclusively to Whoppah or its licensors.
    2. Under these Terms, User only acquires a limited, non-exclusive, non-(sub-)licensable and non-transferable right to use the Services offered on the Platform. User acknowledges that all IP rights regarding the Platform, the database of Advertisements, the design of and content on the Platform are and remain the property of Whoppah and may not be (re)used in any way by User - without Whoppah's explicit, prior written permission to do so.
    3. By placing an Advertisement, (Professional) Seller grants Whoppah a free, perpetual, irrevocable, non-exclusive right to use, reproduce and/or disclose that Advertisement (or parts thereof, such as photos) for Whoppah's marketing, promotional and/or publicity purposes.
    4. When using the Platform and Services, User will refrain from:
      1. directly or indirectly modifying, decompiling/reverse engineering, translating, copying, publishing or otherwise reproducing and/or disclosing the Platform and/or underlying (source) code;
      2. directly or indirectly copying, reusing or reproducing (parts of) the Platform;
      3. direct or indirect copying, reuse or duplication of Advertisements, including Third Party Advertisements, except for RSS feeds for personal use and/or news items up to a maximum number of 100 Advertisements or 100 hyperlinks to Advertisements;
      4. change or remove or cause to be changed or removed any indication or reference in the Platform to Whoppah, the IP rights of Whoppah, the confidential nature thereof, or any other reference made by Whoppah;
      5. distributing or causing to be distributed any viruses, worms, Trojan horses, rootkits, spyware, hoaxes or other forms of malware;
      6. other acts in violation of these Terms and/or applicable laws or regulations.

  10. Maintenance Platform

    1. Despite the fact that the Platform has been compiled with great care, Whoppah does not guarantee that the Platform will work without errors or be without (technical) defects at all times. The Platform and all Services applicable to it are offered 'as is'.
    2. Whoppah continuously strives to resolve any defects in the Platform as soon as possible in order to make the Platform optimally available. Whoppah shall at all times have the right to (temporarily) disable User's access to the Platform or restrict User's use of certain Services to the extent necessary in the context of maintenance, or to implement updates, releases, adjustments or improvements to the Platform. Of course, Whoppah will try to announce such maintenance in advance as much as reasonably possible. The (temporary) inoperability of the Platform will never create a right to (damage) compensation for User vis-à-vis Whoppah.
    3. Whoppah does not offer any guarantee regarding the preservation or unchanged availability of certain functionalities or Services on the Platform, after an update or new release.
    4. Whoppah reserves the right to terminate or transfer the operation of the Platform to a third party at any time, subject to notice to the User and where reasonably possible subject to a minimum of thirty (30) days' notice.

  11. Protection of personal data

    1. In order to create an Account and use the Services, Whoppah will process personal data of User. The processing of personal data takes place in accordance with Whoppah's Privacy Statement and applicable laws and regulations such as (but not limited to) the General Data Protection Regulation (AVG).
    2. To the extent that Whoppah also uses external service providers, such as a Courier or PSP, in providing the Services, certain personal data will be shared - to the extent necessary for the performance of the Service - with the selected Courier or PSP. Such processing is then (also) subject to the privacy statement of the selected Courier or PSP.
    3. If and to the extent a User of the Platform receives certain personal data from another User, such User guarantees to use and process such personal data exclusively for the execution of or in connection with the Transaction with the other User, in compliance with the applicable laws and regulations regarding the protection of personal data, including the AVG.

  12. Communications and Reviews.

    1. The (Professional) Seller and Buyer can communicate with each other through the Platform via a chat service.
    2. Whoppah stores and may view and analyze communication messages in order to: (i) assess whether (Professional) Seller or Buyer has complied with the requirements of the Transaction and/or these Terms, (ii) prevent fraud and/or damage to Users and/or the Platform (or parts thereof), (iii) improve the Platform and/or the Services. The processing of personal data will be in accordance with Whoppah's Privacy Statement.
    3. Buyer may give the (Professional) Seller a review after completion of a Transaction. All reviews must be honest and sincere.Whoppah does not provide compensation for posting reviews. Whoppah does not review reviews before they are published.
    4. The (Professional) Seller and Buyer will refrain from including discriminatory, offensive, suggestive or offensive language in their communications via the chat service and/or in reviews.

  13. Liability

    1. To the extent permitted by law, Whoppah accepts no liability for any damages and/or costs arising from the use of the Platform and/or the Services.
    2. In addition, as Whoppah is not a party to the Transaction between Buyer and (Professional) Seller but acts solely as an intermediary, Whoppah also does not accept any liability for any damage and/or disadvantage arising from a Transaction. In case of questions and/or complaints regarding a Transaction, Buyer should in the first instance directly address the relevant (Professional) Seller in order to mutually resolve the complaint or dispute.
    3. To the extent Whoppah would already be liable for any damages or costs on any account whatsoever, such liability shall at all times be limited to compensation of the Commission under the Transaction.
    4. Any liability of Whoppah to the User shall further only arise if and to the extent that the User immediately gives Whoppah written notice of default, setting a period of at least fourteen (14) days for the cure of the breach, and Whoppah has remained persistently in breach of its obligations even after that period. The notice of default must contain as complete and detailed a description of the failure as possible so that Whoppah is given the opportunity to respond adequately.
    5. Whoppah will never be liable if there is a case of Force Majeure.
    6. Whoppah is further never liable for the performance of (any of the) Services by third parties, such as but not limited to a Courier or PSP, or for any disputes between a User and such third party, such as but not limited to a Courier or PSP.
    7. Both Buyer and (Professional) Seller acknowledge and accept that Whoppah through the Platform only has a facilitating and supporting role by providing the Services and is not, in any way, a party or becomes a party to any Transaction between Buyer and (Professional) Seller. Whoppah is in no way responsible or liable for (and this list is not exhaustive):
      1. the accuracy or completeness of information provided by a Buyer or (Professional) Seller;
      2. the accuracy, completeness, and/or legality of any content of an Advertisement;
      3. the unavailability of any Product from an Advertisement for any reason whatsoever;
      4. the conclusion and/or execution of the Transaction between Buyer and (Professional) Seller;
      5. the safety, quality, and quantity of Products sold through the Platform, nor the conformity of any Product with the description given in the Advertisement;
      6. non-compliance by (Professional) Seller with the warranties described in clause 4.4;
      7. loss of or damage to the Product in transit by Buyer or (Professional) Seller itself;
      8. loss of or damage to the Product in transit by a Courier;
      9. non-compliance by the (Professional) Seller with these Conditions, the Pro-Conditions (if applicable) and/or applicable laws and regulations;
      10. Buyer's non-compliance with these Terms, the Pro-Conditions (if any) and/or applicable laws and regulations;
      11. (requests for) chargebacks.
    8. Buyer and (Professional) Seller indemnify Whoppah against any liability and/or (performance or damage) claim from (Professional) Seller and Buyer respectively, resulting from or related to the situations described in clause 13.7.

  14. Applicable law and disputes

    1. These Terms shall be governed exclusively by Dutch law.
    2. Any disputes between the User and Whoppah arising out of or related to these Terms shall be submitted to the competent court within the district of Whoppah's place of business, unless provisions of mandatory law designate another competent court for this purpose.

Amsterdam, August 2024

APPENDIX A Pro-Sales Terms.

These Pro-Sales Terms and Conditions of Whoppah B.V. apply specifically and exclusively to Transactions via the Platform (at a distance) between Professional Sellers and consumer Buyers. The consumer Buyer is a natural person using the Platform and not acting in the exercise of a profession or business. Wherever reference is made to "Buyer" in these Pro Terms of Sale, this means exclusively the consumer Buyer.

In the event of any conflict between provisions in the General Terms of Use and these Pro Terms of Sale, the Pro Terms of Sale shall prevail. For capitalized words in these Pro Terms of Sale, the definition given to them in the General Terms of Use applies, unless otherwise expressly stated in these Pro Terms of Sale.

  1. Professional Seller Obligations.

    1. Professional Seller acknowledges and agrees that:
      1. all Transactions with Buyers are governed by these Pro Terms of Sale in addition to the General Terms of Use;
      2. Professional Seller must comply with the rights granted to Buyer under these Pro Terms of Sale and the law on consumer law and distance selling;
      3. Whoppah may and can be of assistance to Buyer in the event that Buyer invokes its statutory right of withdrawal;
      4. Whoppah is not a party to Transactions and the mere fact that Whoppah provides certain Services does not imply that Whoppah assumes all or any part of the legal responsibility incumbent upon Professional Seller with respect to Transactions with Buyers.
    2. Professional Seller further warrants that its own general (sales) terms and conditions, if any, contain policies regarding return/revocation that are no more disadvantageous to Buyer than these Pro-Sales Terms. If Professional Seller wishes additional contractual terms and conditions (of sale) to apply to the Transaction, Professional Seller shall agree such terms and conditions directly with Buyer prior to the Transaction.
    3. Professional Seller shall conduct itself as a professional trader to the Buyer, with all legal obligations attached thereto. Professional Seller is therefore solely responsible for the Products it sells and undertakes to comply with all applicable laws, rules, regulations and requirements.
    4. If any Transaction results in certain tax and/or reporting obligations for the Professional Seller, such tax or reporting obligations may in no event be passed through or transferred to Whoppah. Professional Seller shall be solely responsible and liable for complying with any tax or reporting obligations in accordance with applicable law.
    5. The Professional Seller must also provide a return address in case the Buyer wishes to invoke the right of withdrawal as described in these Pro Sales Terms.

  2. Right of Withdrawal

    1. The Right of Withdrawal implies that, in the case of a Transaction concluded through the Platform after receipt of the Product, Buyer has fourteen (14) days to return the Product in the same condition to the Professional Seller, thus being entitled to a refund of the Purchase Price (hereinafter: ""Right of Withdrawal").
    2. The period within which the Buyer may validly invoke the Right of Withdrawal is fourteen (14) days from the day of receipt of the Product ("Revocation Period"). If the last day of the Withdrawal Period is a weekend or national holiday, Buyer has until the next business day to do so.
    3. Buyer does not have a Right of Revocation if the purchased Product falls under a statutory exception.
    4. The Right of Withdrawal applies only insofar as the Product was purchased via the Professional Seller's Platform. The Right of Withdrawal further applies only with respect to Professional Seller. Whoppah is not a party to the Transaction and disclaims any liability in this regard.
    5. To exercise the Right of Withdrawal, the Buyer must take the following steps:
      1. contact Professional Seller within the Withdrawal Period and inform them of the desire to exercise the Right of Withdrawal;
      2. promptly contact Professional Seller via chat and Whoppah to notify us that the Right of Withdrawal is being exercised and to the extent it has not already been exercised, the Purchase Price paid by Buyer for the Product should not yet be paid to Professional Seller;
      3. unless otherwise agreed between Buyer and Professional Seller, Buyer shall, at its own expense - and within a period of fourteen (14) days after invoking the Withdrawal Period ("Return Period") - return the Product to Professional Seller at the return address communicated by Professional Seller.
    6. If Buyer does not contact Whoppah, Whoppah may not be aware and the Purchase Price paid by Buyer minus Commission will be transferred to Professional Seller despite the exercise of the Right of Withdrawal.
    7. The return of the Product by Buyer shall be at Buyer's expense unless otherwise agreed with the Professional Seller. Buyer is obliged to handle the Product and its packaging with care during the Withdrawal Period. The Buyer shall only unpack or use the Product to the extent necessary to establish its nature, characteristics and functioning. Buyer shall return the Product in the same condition, with all accessories provided, without new damage or new signs of use, and within the Return Period to the return address provided by Professional Seller. In this return process, Buyer shall follow any instructions provided by Whoppah in assisting with the return. Buyer is independently responsible and liable for any decrease in the value of the Product.
    8. The risk and burden of proof for the correct and timely exercise of the Right of Revocation lies with the Buyer. If the Buyer has exercised the Right of Revocation in the prescribed manner, at most the return costs shall be borne by the Buyer.
    9. The Purchase Price of the Product, less the Buyer's Commission (if applicable) and shipping costs, will be refunded to Buyer without undue delay via the same payment method as Buyer used for the Transaction, as soon as Buyer provides proof of return of the Product received by Professional Seller, or as soon as Professional Seller confirms that the Product has been received, whichever is earlier. If, for any reason, the Purchase Price - less Commission - has already been paid by Whoppah to Professional Seller, then Professional Seller shall be obligated to promptly refund the Purchase Price - including return charges, to the extent agreed upon - to Buyer. Professional Seller is permitted to delay the refund until the Product has been received back, or the Buyer has demonstrated that the Product has been returned.
    10. At Buyer's request, Whoppah may assist in invoking the Right of Withdrawal. However, Whoppah is never obliged to do so. For example, Whoppah may provide support when the Professional Seller does not confirm that the returned Product was received within the Return Period, but Buyer has provided proof of shipment or receipt of the Product. If the Withdrawal Period or Return Period has expired, Whoppah cannot and will not provide support. In that case, the consequences are for Buyer and Buyer can, at most, turn to Professional Seller for any resolution.
    11. Whoppah is not a party to any Transaction between Buyer and Professional Seller and is not obligated to reimburse any amount - including Buyer Protection and Commission - to Buyer and Professional Seller, respectively, as a result of a valid exercise of the Right of Withdrawal. Situations in which Whoppah mediates or supports the exercise of the Right of Withdrawal, including, but not limited to, the situations referred to in Article 2.10 of these Pro-Sales Terms and Conditions, shall never create any liability for Whoppah, or any other (damage) claim against Whoppah. Buyer and Professional Seller shall indemnify Whoppah for any liability, claim, damage and/or expense claim that Buyer or Professional Seller believes it has against Whoppah by virtue of the Transaction or the Right of Withdrawal.

APPENDIX B Non-compliance and Buyer Protection.

  1. What is Buyer Protection?

    In case the Product is demonstrably not Conform the Advertisement, Whoppah supports in returning this Product to the seller.

  2. When is the Product demonstrably not Conforming to the Advertisement?

    1. the Product appears to be demonstrably counterfeit / forged;
    2. there is a significant difference between the Product received by the Buyer and the description and/or photos in the Advertisement, significant deviation in dimensions, color or damage, defects or flaws that were unreported.
      1. In any case, "defects or flaws" include: an obviously different color, missing parts, damages or signs of use that were not indicated in the Advertisement.

  3. How do I report a claim for Buyer Protection?

    If there is a situation as elaborated under 1 of this Appendix B, Buyer may report it to Whoppah via chat / support@whoppah.com.

    Buyer must make such notification within two (2) days of receipt of the Product. This will suspend payment of the Purchase Price to Seller and it will remain in escrow until the problem is resolved.

  4. What if I do not report a claim under the Insurance within two (2) of receipt of the Product?

    Then the Transaction is automatically deemed completed and Buyer's right under Buyer Protection is forfeited.

  5. Procedure within Buyer Protection for Products that are alleged to be counterfeits/counterfeits:

    1. Buyer added Buyer Protection to the Purchase Price and notified and requested compensation/return within the two (2) day period.
    2. Whoppah suspends payment of the Purchase Price to Seller. If there are strong indications that the Product is counterfeit/counterfeit, Whoppah will contact Seller. Seller will be given 48 hours to prove to Whoppah that the Product is authentic. If Seller cannot or will not prove authenticity, or cannot or will not prove authenticity in a timely manner, the Transaction will be cancelled. Buyer shall receive from Whoppah a refund of the Purchase Price less Buyer Protection. If requested by Seller within two (2) days of the cancellation of the Transaction, Buyer will return the Product to Seller at Seller's expense. Both the original shipping and return costs shall be borne entirely by Seller in this situation.
    3. if there is no reason to doubt the authenticity of the Product, the Transaction will be completed and the Purchase Price of the Product with deduction of the Commission will be transferred to the Seller.
    4. If there is reason to doubt the authenticity of the Product, Buyer has the choice to cancel or maintain the Transaction, with or without a discount or financial compensation from Seller (to the extent agreed upon). Whoppah may mediate in this regard. If the Transaction is cancelled, Whoppah will ensure that the Product is returned to the Seller and then the Purchase Price less Buyer Protection for the Product will be refunded to Buyer.

  6. Procedure outside Buyer Protection for Products that are alleged to be counterfeits/counterfeits:

    1. Buyer has not added Buyer Protection to the Purchase Price, or Buyer has not timely reported the alleged counterfeit/forgery within the two (2) day period and still requests return or compensation.
    2. Whoppah advises Buyer to consult with Seller about further evidence regarding authenticity and about a possible solution. Since the notification has only been received outside the time period used, the Transaction has already been deemed completed and payment of the Purchase Price less the Commission to Seller can no longer be (temporarily) suspended.
    3. If Buyer and Seller cannot agree on a solution, they may apply to the courts or an independent dispute committee or arbitration (as applicable).

  7. Procedure within Buyer Protection for Products shown to be non-conforming Advertisement:

    1. Buyer has added Buyer Protection to the Purchase Price and notified within the two (2) day period and requested return or compensation.
    2. Whoppah suspends payment of the Purchase Price to Seller and contacts Seller with the following options:
      1. Seller offers Buyer (partial) compensation of the Purchase Price and waives the requirement for Buyer to return the Product to Seller. Seller will then be paid the balance of the Purchase Price, less compensation to Buyer and less commission; or
      2. Seller requests return of the Product within ten (10) days by Buyer to Seller, and Buyer then receives compensation of the Purchase Price including shipping costs, which will then be reimbursed to Buyer by Whoppah. Both the original shipping and return shipping costs shall be borne entirely by Seller in this situation.
      3. Buyer is responsible for the timely return of the Product.

  8. Procedure outside Buyer Protection for Products that are demonstrably non-conforming Advertisement:

    1. Buyer has not added Buyer Protection to the Purchase Price, or has not reported non-conformity in a timely manner - within the two (2) day period - and still requests return.
    2. Whoppah advises Buyer to consult with Seller about a possible solution. Since the notification has only been received outside the time period used, the Transaction has already been deemed completed and payment of the Purchase Price less the Commission to Seller can no longer be (temporarily) suspended.
    3. If Buyer and Seller cannot agree on a solution they may apply to the courts or an independent dispute board or arbitration (as applicable).

APPENDIX C Loss of or damage to a Product during transport and shipment.

  1. What happens in case of a (timely) notification of loss of or damage to a Product during transport or shipment?

    • In the event of a timely notification from the Buyer - that is, within two (2) days of receipt of the Product, or notification received from Whoppah regarding the loss of the Product - the Transaction will be suspended and the Purchase Price will be temporarily held in Whoppah's third-party money account.
    • In case of a non-timely notification by Buyer - that is, after the two (2) days after receipt of the Product, or the notification received from Whoppah regarding the loss of the Product - the Transaction will be considered completed and Seller will receive the Purchase Price with deduction of the Commission. Buyer is then also no longer entitled to any compensation.
    • Buyer may make this notification to Whoppah, or a third party designated by Whoppah (such as Wuunder), if applicable.
    • In the event of a dispute regarding loss of or damage to a Product inflicted in transit or shipment, the information provided by the Courier or parcel service, respectively, shall be deemed accurate, subject to the Buyer's ability to provide evidence to the contrary.

  2. What if a Product does not arrive, is lost in shipment by a Courier?

    • If the status of the Product is 'Received', but Buyer has not (yet) actually received the Product, Whoppah will refund the Purchase Price (less Buyer Protection, as applicable) of the Product to Buyer.
    • The Seller is solely responsible for tracing the Product and its damage, if any, through the Courier. This is subject to the compensation and insurance terms and conditions of the respective Courier:
    • In case the Courier has no General Conditions itself then the AVC and CMR condition are applicable:
      • AVC - Algemene Vervoerscondities 2002 (AVC 2002) are general conditions for contracts for carriage of goods by road. These conditions are applied to almost all contracts of Dutch carriers. The AVC 2002 have been filed at the registry of the courts in Amsterdam and Rotterdam. For the Dutch version: https://www.sva.nl/avc
      • CMR - CMR stands for 'Convention relative au Contrat de Transport International de Marchandises par Route', in Dutch this means the Convention on the Contract for the International Carriage of Goods by Road. The CMR automatically applies to contracts of carriage for international road transport, where the place of receipt and/or the place of delivery is situated in a member state. For the Dutch version: https://www.sva.nl/themas/cmr-en-ecmr/cmr-verdrag/tekst-van-het-cmr-verdrag

  3. What if a Product does not arrive, is lost when shipped via integrated shipping labels by a parcel service?

    • If the Product was shipped via a parcel service with a track & trace code, the Buyer and Seller can both track the package.
    • If the status of the Product is 'Received', but Buyer has not (yet) actually received the Product, Whoppah will refund the Purchase Price (less Buyer Protection, if applicable) of the Product to Buyer.
    • The Seller itself is responsible for tracing the Product and its possible damage through the parcel service. This is subject to the compensation and insurance terms of the respective parcel service. Below are the General Conditions and indication of compensation for loss/damage:
      • PostNL (General condition) - PostNL reimburses on the basis of AVC/CMR. Domestic approximately 3.40 per kg. International transport = SDR 8.33
      • GLS DE (General condition) - Excess of 50 euro purchase value. Up to 500 euros for lost or damaged packages.
      • DPD (General Terms and Conditions) - Up to €520 for lost or damaged packages.
      • DHL ServicePoint/DHL Home Delivery (General Terms and Conditions) - DHL ServicePoint/DHL Home Delivery reimbursed on the basis of AVC/CMR.
        Domestic approximately 3.40 per kg. International transport = SDR 8.33
      • UPS Access Point (General Terms and Conditions) - Up to €85 for lost or damaged packages.

APPENDIX D Notice and Takedown Procedure (NTD).

  1. What is the NTD procedure?

    If, in your opinion, there is unlawful or illegal content or a violation of intellectual property rights on the Platform - in, for example, Advertisements, promotions or other content, it can be reported under this Notice and Take Down (NTD) procedure.

    Examples of unlawful or illegal content include, but are not limited to: violation of intellectual property rights, violation of privacy rights, inappropriate or harmful content, fraud, hate speech or discrimination.

    The NTD procedure shows how Whoppah handles valid reports of unlawful and illegal content. In addition, we may engage in conversation with the Buyer, (Professional) Seller or third parties, for more information or to consult.

  2. How can you submit a Notice and Takedown request?

    Send an email to support@whoppah.com with the subject Notice and Takedown request. The content of your email should include at least the following information:

    • Contact information: first name, last name, phone number and email address.
    • The Event and/or Account of the Vendor to which the complaint relates (the URL or URLs).
    • What information or content (sentence, paragraph, page, image, video, etc.) regarding the relevant Advertisement, Product and/or Account you believe should be removed. It is important to be specific when doing so.
    • Why this information or content should be removed, for example because of infringement of intellectual property rights (such as copyright or trademark rights), discrimination, racism, (identity) fraud, etc. Also explain this if necessary.
    • In case of copyright infringement: also include the original location of the material in question.
    • Include any attachments (screenshots, correspondence, other evidence) in support of the request.
    • What steps, if any, have already been taken and with what result.

    In order to carry out this procedure properly and carefully, it is important that you provide us with sufficient information or evidence. Among other things, please indicate where exactly the content is located, for example by providing direct URLs, and why it would be unmistakably unlawful. Unmistakable means that it must be established beyond doubt for us that the content is unlawful. You can prove this by, for example, sending us source files or other documents on the basis of which you can demonstrate that you have a particular right that is being infringed. It is also important that, where possible, you prove that the Buyer or (Professional) Seller who has disclosed the content was not allowed to do so.

  3. How does Whoppah follow up on a Notice and Takedown request?

    Upon receipt of all information, Whoppah contacts the relevant Buyer or (Professional) Seller with a request to respond to the NTD request received. To do so, we give the Buyer or (Professional) Seller a reasonable period of time within which we expect a response. That time period depends on the type of content, but is a maximum of seven (7) days.

    In case of requests that are (unmistakably) based on violation of intellectual property rights, violation of privacy rights, inappropriate or harmful content, fraud, hate speech or discrimination, Whoppah reserves the right to immediately (temporarily) remove the Account, Product or Advertisement in question, even pending the follow-up of the NTD request. Whoppah can never be held liable by a Buyer or (Professional) Seller for the (temporary) removal of an Account, Product or Advertisement.

    Upon receipt of the Buyer's or (Professional) Seller's response, Whoppah will decide in its sole discretion whether to implement the next step in the NTD procedure: permanent removal of the Account, Product or Advertisement, such without prejudice to any other rights of Whoppah and/or third parties.

    Whoppah will notify both the Buyer or (Professional) Seller and the applying Buyer or (Professional) Seller of the NTD request of the decision on the NTD request.