Table of Contents

1. Introduction & Definitions
2. Scope of Agreement
3. Roles & Relationship
4. Registration & Platform Access
5. Fees, Commission & Payment Terms
6. Listing & Fulfilment
   1. Product Listing & Stock Accuracy
   2. Fulfilment Models
   3. Delivery & Late Policies
   4. Packaging Standards
   5. Product Compliance & Certification Requirements
   6. Content Standards & Moderation
7. Orders, Refunds & Returns
8. Data Usage, Confidentiality & Platform Information
9. Intellectual Property & Brand Protection
   1. Intellectual Property
   2. IP Infringements
   3. Use of BC Marks
   4. Marketing Licence
   5. Social Media & External Sources
10. Prohibited Conduct & Anti-Bypassing
    1. Off-Platform Sales Restrictions
    2. Enforcement & Penalties
    3. Termination Rights
11. Marketplace Modifications & Disclaimers
    1. Right to Modify
    2. Warranty Disclaimer
    3. Exclusion of Damages
    4. Third-Party Services & Integrations
    5. Help Tools, Chats & Automated Assistants
12. Limitation of Liability
    1. Liability Caps
    2. Indirect & Consequential Damages
    3. Force Majeure
13. Indemnification & Insurance
    1. Vendor Indemnities for BC & Affiliates
    2. Product Liability & Insurance Requirements
    3. Territorial Product Compliance
14. Term, Suspension & Termination
    1. Term
    2. Grounds for Immediate Suspension
    3. Termination
    4. Post-Termination Obligations
15. Notices & Communication
16. Governing Law & Dispute Resolution
    1. Dispute steps
17. Miscellaneous & General Provisions
    1. General provisions
    2. Feedback Licence
    3. Export Control & Sanctions Compliance
18. Schedules & Appendices
    1. Definitions
    2. Commission & Fee Rates
    3. Operational Manuals Reference
    4. Sample Monthly Merchant Report Format
    5. Additional Commercial Terms

1. Introduction & Definitions

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 (see Clause 1.2 below for definition). 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 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.
• 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. Scope of Agreement

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. Roles & Relationship

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. FBBCj, as defined in Clause 6.2 below).
• 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. Registration & Platform Access

4.1 Vendor Eligibility and Onboarding

4.1.1 Vendors must be legally established entities with all licenses necessary for operating its business, and financially viable to fulfil its commitment to Retailers.
4.1.2 Onboarding requires the Vendor to provide correct and accurate information for registration with sufficient supporting documents. BC may reject applications at its discretion.
4.1.3 Vendors must at all times maintain compliance with all applicable laws and the terms of BCTOB and inform BC any changes or circumstances which may lead to its non-compliance.

4.2 Operational Guidelines

4.2.1 Bloom Connect may issue operational instructions from time to time, including via the Platform, the Vendor App, or written communications. These instructions provide practical guidance on listing, fulfilment, shipping, returns, product content, and other operational requirements. Such instructions form part of these Terms. If there is any conflict between operational instructions and the BCTOB, the BCTOB will prevail unless expressly stated otherwise.

4.2.2 Bloom Connect may update or amend operational instructions at its discretion. Updated instructions will take effect once communicated through the Platform, the Vendor App, or other written notice.

4.2.3 Vendors must comply with the most recent operational instructions and the BCTOB at all times.

4.3 Security Code/Account Credentials

4.3.1 Vendors shall receive secure login credentials.
4.3.2 Vendors are responsible for safeguarding such credentials.
4.3.3 BC may suspend/reset credentials if misuse is suspected.

5. Fees, Commission & Payment Terms

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 ex-VAT/GST sales value of Goods transacted via the Platform (the “Commission”). Commission is accrued at the end of month following satisfactory receipt of all Goods by Retailer and shall be deducted from the sales receipts from the Retailer, and such net sales receipts shall be payable monthly in accordance with Clause 5.5 below.

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.

5.5 Payment of Net Sales Receipts to Vendors

The ex-VAT/GST sales receipts of each transaction, net of its Commission, Service Fees (Clause 5.1) and Penalty Charges (if any, per Clause 5.2), shall be payable by the end of the next month following the satisfactory receipt of goods by Retailer.

6. Listing & Fulfilment

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 & Certification Requirements

6.5.1 Regulatory Compliance
The Vendor must ensure that any information provided about Goods (including specifications, safety features, certifications, or claims) is accurate, complete, and not misleading.

6.5.2 Certification or Testing
The Vendor shall provide, upon request, evidence such as test reports, certificates, or documentation supporting product claims.

6.5.3 Allocation of Compliance Responsibility
The Parties acknowledge that the Retailer is the importer of record for all Goods purchased via the Platform. Accordingly, the Retailer is solely responsible for ensuring that Goods comply with all local laws, regulations, labelling requirements, and certification obligations in the relevant country of import, as set out in Section 13.3.

6.5.4 Indemnity for Misrepresentation
The Vendor shall indemnify Bloom Connect against any losses, penalties, or liabilities arising from inaccurate or misleading product information it provides to BC or to Retailers.

6.6 Content Standards & Moderation

6.6.1 Prohibited Content. The Vendor shall not upload, list, or otherwise make available any content or Goods that: (a) infringe any third party IP or publicity/privacy rights; (b) are illegal, unsafe, counterfeit, or violate product safety/labeling rules; (c) are fraudulent, deceptive, or contain false claims; (d) are defamatory, obscene, pornographic, hateful, harassing, or discriminatory; (e) promote violence, terrorism, or self-harm; (f) include malware or code that may harm systems; or (g) otherwise breach applicable law or the Manuals. (see 9.2 IP Infringements)

6.6.2 Monitoring & Enforcement. BC may review, filter, and/or remove any content or listing at its discretion (manually or via automated tools) to protect the Platform, comply with law, or enforce the Terms. BC may suspend or terminate Vendor accounts for violations, with or without notice where legally required or in urgent cases.

6.6.3 Reporting & Cooperation. Vendors shall promptly cooperate with BC on any investigation into alleged violations, including providing documentation evidencing product authenticity, compliance, or safety claims.

7. Orders, Refunds & Returns

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. Data Usage, Confidentiality & Platform Information

8.1 Customer Information

All Retailer data is BC’s Confidential Information. Vendors only access what is needed to fulfil orders. BC Confidential Information (Non-Customer). In addition to Customer Information, the Vendor acknowledges that BC Confidential Information includes BC’s non-public business, technical, operational, and security information (e.g., system designs, workflows, pricing models, fee structures, roadmaps, fraud/risk tools, and performance data). The Vendor shall use such information solely to perform under these Terms and shall protect it at least to the same standard as its own confidential information, and no less than a reasonable degree of care.

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.

8.5 Transfer of Vendor’s information to BC’s group companies

BC shall have rights to transfer Vendor’s information to its group companies for the purpose of, among others, facilitating the payment of net sales receipts from Retailer to Vendor.

9. Intellectual Property & Brand Protection

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.

9.1.4 Marketing Licence

The Vendor grants BC a worldwide, non-exclusive, royalty-free, transferable and sublicensable licence to use, reproduce, adapt, modify, translate, and publicly display Vendor IP and Vendor-provided materials (including images, copy, specifications, brand marks, and videos) on and off the Platform for the purposes of listing, merchandising, PR, paid and organic advertising, social media, email/EDM, events, and sales enablement. This licence survives termination solely for archival, audit, and historical campaign reporting for up to 24 months after the last use, unless earlier removal is requested where legally permissible.

9.1.5 Social Media & External Sources

Where the Vendor links social media feeds or provides externally hosted assets, the Vendor represents it has sufficient rights to enable BC to display such content and that such content complies with Clause 6.6. BC is not responsible for availability or errors of third-party platforms and may remove linked content that violates law, the Manuals, or the Terms.

10. Prohibited Conduct & Anti-Bypassing

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. Marketplace Modifications & Disclaimers

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).

11.3 Third-Party Services & Integrations

The Platform may rely on or interoperate with third-party services (e.g., payment processors, fraud tools, logistics, analytics, app stores, social platforms). BC does not control such services and disclaims liability for their acts/omissions. Vendor’s use of third-party services is subject to the providers’ terms and privacy policies. BC may replace or disable integrations at any time to maintain security, compliance, or performance.

11.4 Help Tools, Chats & Automated Assistants

The Services may include live chat or automated tools (including AI-enabled assistants) to provide support. Responses are informational only and may be incomplete, out-of-date, or inapplicable to the Vendor’s specific circumstances. The Vendor remains responsible for verifying critical information and complying with the Manuals and applicable law. BC disclaims liability for reliance on automated responses.

12. Limitation of Liability

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 the Vendor has not paid any fees to BC during that period, BC’s total liability shall be limited to HKD 3,900 (≈ EUR 450), 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. Indemnification & Insurance

13.1 Vendor Indemnities for BC & Affiliates

The Vendor agrees to defend, indemnify, and hold harmless BC and its affiliates from claims, damages, or expenses arising from:
(a) any breach of the Terms;
(b) any Goods sold by the Vendor, including product defects or safety issues;
(c) any infringement or alleged infringement of third-party IP rights caused by Vendor content;
(d) any fraud, wilful misconduct, or negligence by the Vendor.

13.2 Product Liability & Insurance Requirements

The Vendor is solely responsible for any product liability claims related to Goods sold through the Platform. The Vendor must maintain adequate product liability insurance coverage proportionate to the nature and volume of Goods sold, and provide evidence of such insurance to BC upon request.

13.3 Territorial Product Compliance

13.3.1 The Retailer shall be the importer of record for all Goods purchased via the Platform. As importer, the Retailer is solely responsible for ensuring that the Goods comply with the laws, regulations, certification standards, labelling, and safety requirements of the country or territory into which they are imported.

13.3.2 The Vendor must provide accurate and complete product information, certifications, and supporting documents reasonably required by the Retailer to meet such compliance obligations.

13.3.3 Bloom Connect shall have no responsibility or liability for verifying compliance in any jurisdiction. Any obligations relating to compliance rest exclusively between the Retailer and the Vendor.

14. Term, Suspension & Termination

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.

15. Notices & Communication

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.

16. Governing Law & Dispute Resolution

The Terms are governed by the laws of Hong Kong Special Administrative Region (HKSAR).

• Disputes shall first be escalated internally.
• If unresolved, the Parties may agree to mediation.
• Final resolution shall be by arbitration at Hong Kong International Arbitration Centre (HKIAC), in English.
• Courts of HKSAR shall have jurisdiction for interim relief.

17. Miscellaneous & General Provisions

• 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.

Feedback Licence: If the Vendor provides ideas, suggestions, or feedback regarding the Platform or Services (“Feedback”), the Vendor grants BC a perpetual, irrevocable, worldwide, royalty-free licence to use, copy, modify, and create derivative works from the Feedback without attribution or obligation.

Export Control & Sanctions Compliance: The Vendor shall comply with all applicable export control, sanctions, and trade laws (including those of the UN, EU, UK, U.S., and the laws of jurisdictions of origin/destination). The Vendor shall not list, sell, ship, or make available Goods or technology to or from sanctioned countries, persons, or end-uses in violation of law. Upon request, the Vendor shall provide reasonable assurances of compliance (e.g., screening records). BC may suspend listings to comply with applicable controls.

18. Schedules & Appendices

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.