GAPLI PLATFORM TERMS OF SERVICE

GAPLI PLATFORM TERMS OF SERVICE

issued by:
GAPLI GLOBAL LTD
registered office: 590 Kingston Road, London, England, SW20 8DN
Company number: 16429382, Private Limited Company, incorporated on 6 May 2025

Preamble

These Terms set out the rules for using the GAPLI platform available at https://gapli.com, operated by GAPLI GLOBAL LTD.
The Terms govern the rights and obligations of:

• Merchants/Operators running sales and online stores,
• Suppliers/Wholesalers providing products,
• End Customers purchasing products via the platform.

The GAPLI Platform operates globally as a SaaS system and marketplace, providing solutions in e-commerce, dropshipping, logistics and payment handling.
By using GAPLI’s services, you accept these Terms and enter into an agreement with the Company.

§ 1. General Provisions

1. These Terms of Service (“Terms”) govern the use of the GAPLI platform available at https://gapli.com, operated by GAPLI GLOBAL LTD, registered with Companies House under number 16429382, having its registered office at 590 Kingston Road, London, England, SW20 8DN, Private Limited Company, incorporated on 6 May 2025 (“GAPLI” or the “Company”).
2. These Terms define the rules of cooperation between GAPLI and:
   a) the Merchant/Operator – a sole trader, legal entity or other organisation using the GAPLI platform to conduct sales, integrations and/or store management,
   b) the Supplier/Wholesaler – an entity providing products and goods within the GAPLI system,
   c) the End Customer – a natural or legal person purchasing products from the Merchant.
3. GAPLI provides services in particular including:
• access to SaaS software, admin panel and API,
• integrations with suppliers, wholesalers, marketplaces and sales channels,
• order, payment and settlement processing (via external PSP providers),
• marketing, analytics and training services,
• operation of the GAPLI catalogue and marketplace,
• additional modules including dropshipping and full dropshipping.

1. By using the GAPLI platform, you accept these Terms and related documents, including the Privacy Policy, Data Processing Agreement (DPA), Rankings & Suspensions Policy, Returns Policy, Cookie Policy and the Prohibited Products List.
2. These Terms apply globally, subject to mandatory consumer and tax law of the End Customer’s country of residence.
3. In the event of a conflict between these Terms and a separate agreement concluded by GAPLI with a Merchant or Supplier, such agreement shall prevail.

§ 2. Definitions

For the purpose of these Terms, the following definitions apply:

1. GAPLI – GAPLI GLOBAL LTD, London, operator of the GAPLI platform.
2. Merchant / Operator – a sole trader, legal entity or organisation using GAPLI’s services to conduct sales or manage a store.
3. Supplier / Wholesaler – an entity providing products, goods or services via the GAPLI system.
4. End Customer – a natural or legal person purchasing products from the Merchant.
5. GAPLI Platform – the IT system including SaaS software, admin panel and API, enabling e-commerce and dropshipping activities.
6. Admin Panel – the web application provided by GAPLI allowing the Merchant to manage offers, stores, payments, integrations and subscriptions.
7. GAPLI Marketplace – the part of the GAPLI platform enabling publication of offers and sales within a shared product catalogue.
8. Product Catalogue – the database of products available on GAPLI, including Supplier’s own products and items available under dropshipping / full dropshipping models.
9. e-Wallet – a virtual settlement wallet assigned to the Merchant’s account, used to record balances, commissions, dispute reserves and withdrawals; the e-Wallet is not a bank account or trust account.
10. Full Dropshipping – a service model in which GAPLI handles, on behalf of the Merchant, full order processing, end-customer service, logistics and returns.
11. PSP (Payment Service Provider) – an external payment services provider used by GAPLI to process payments. GAPLI is not a payment institution.
12. Sub-account – an additional account linked to the Merchant’s main account, allowing sales management by collaborators or across multiple stores.
13. Multistore – a GAPLI service enabling the Merchant to run more than one online store under a single account, according to the chosen subscription plan.
14. Subscription Plan – a service plan offered by GAPLI in a subscription or recurring payment model, defining available functionalities (including number of stores, number of products, integrations).
15. Prohibited Products – goods or services whose offering and sale are prohibited under the Schedule to these Terms and applicable laws.
16. Merchant’s Terms of Sale – the individual B2C terms of sale prepared and published by the Merchant, compliant with consumer law in their jurisdiction.
17. Dispute Reserve – an amount automatically withheld in the Merchant’s e-Wallet to secure potential returns, complaints and disputes.
18. GAPLI API – the application programming interface enabling integration of the GAPLI platform with external systems.
19. Content – any materials (including descriptions, images, logos, graphics) uploaded by the Merchant or Supplier to GAPLI for the purpose of sales and promotion.

§ 3. Scope of GAPLI Services

1. GAPLI provides Users with an e-commerce SaaS platform, including in particular:
   a) creation and operation of online stores,
   b) integrations with external marketplaces (e.g. Allegro, AliExpress, Erli, Aderlo, WooCommerce, Magento 2),
   c) access to a product catalogue of over one million items from hundreds of suppliers and wholesalers,
   d) the ability to use dropshipping and full dropshipping models, including full order processing, payments, logistics and returns handled by GAPLI,
   e) automated sales tools such as dynamic pricing, stock synchronisation, integrated payments and shipping.
2. GAPLI provides technical and organisational support for sales, including:
   a) receiving and forwarding orders,
   b) payment processing via external PSPs,
   c) maintaining a virtual wallet (e-Wallet) for Merchant settlements,
   d) handling returns and complaints in accordance with applicable law,
   e) providing real-time sales reports and analytics.
3. GAPLI also provides additional services, in particular:
   a) marketing and advertising tools,
   b) training and educational materials,
   c) community support (e.g. Discord, Telegram),
   d) GAPLI API integrations with external systems,
   e) multi-store operation (Multistore) under a single account, subject to the chosen subscription plan.
4. Revenue models:
   a) GAPLI charges a 30% commission on the Merchant’s net profit, with no fees if no sales are made,
   b) for sales of the Merchant’s own products, GAPLI charges 5% of the sales value,
   c) minimum margins and pricing rules are set within the GAPLI system and may not be circumvented,
   d) GAPLI may withhold funds in the “Dispute Reserve” until complaints or returns are resolved.

1. Multistore subscription plans (multiple store management):
   a) Start – free of charge, limit: 1 store,
   b) Mini – USD 9.83 one-time or USD 6.14/month subscription, limit: 2 stores,
   c) Standard – USD 15.98 one-time or USD 12.29/month subscription, limit: 4 stores,
   d) Pro – USD 24.59 one-time or USD 18.44/month subscription, limit: 6 stores,
   e) VIP – USD 30.74 one-time or USD 24.59/month subscription, limit: 8 stores,
   f) MAX – USD 49.19 one-time or USD 36.89/month subscription, limit: 10 stores.
2. Product limit subscription plans:
   a) Starter – free of charge, limit: 1,000 products,
   b) Basic – USD 4.00 one-time or USD 3.00/month subscription, limit: 3,000 products,
   c) Standard – USD 9.84 one-time or USD 7.38/month subscription, limit: 6,000 products,
   d) Pro – USD 20.91 one-time or USD 18.45/month subscription, limit: 15,000 products,
   e) Business – USD 39.36 one-time or USD 36.90/month subscription, limit: 30,000 products,
   f) Enterprise – USD 63.96 one-time or USD 61.50/month subscription, limit: 50,000 products.
3. All prices are quoted in United States dollars (USD) and are exclusive of tax. Applicable taxes (e.g. VAT in the EU, Sales Tax in the USA) will be added based on the Customer’s country of residence, in accordance with tax regulations.

§ 4. Rights and Obligations of the Merchant

1. The Merchant shall use the GAPLI Platform in compliance with applicable laws, these Terms and principles of fair business practice.
2. The Merchant is fully responsible for the content and accuracy of published offers, in particular for:
   a) the truthfulness of information regarding goods and services (description, price, specifications, availability),
   b) legally required markings (e.g. labels, safety marks, certifications),
   c) non-infringement of third-party rights, including intellectual property rights (trademarks, descriptions, images).
3. The Merchant has the right to use the GAPLI Product Catalogue and to list catalogue products in their store or on marketplaces integrated with GAPLI.
4. The Merchant may add their own products and services to the GAPLI system, provided that:
   a) they are responsible for their legality, quality and safety,
   b) prices of their own products may not be lower than the wholesale price plus the minimum margin set in the GAPLI system.
5. The Merchant shall not offer or list goods or services:
   a) whose circulation is prohibited by law or GAPLI regulations,
   b) included in the Prohibited Products list attached to these Terms.
6. The Merchant is obliged to provide proper service to End Customers, including:
   a) fulfilling placed orders,
   b) ensuring statutory warranty and guarantees under applicable consumer law,
   c) cooperating with GAPLI in handling returns and complaints.
7. The Merchant is responsible for all tax obligations arising from their activity via GAPLI, including:
   a) proper calculation and payment of taxes in the country of sale,
   b) compliance with VAT, OSS, IOSS and local tax regimes.
8. The Merchant shall not engage in any activities that could disrupt the operation of the GAPLI Platform, in particular:
   a) circumventing the payment gateways (PSPs) designated by GAPLI,
   b) unauthorised modification of the system,
   c) spamming, hacking or other actions that may endanger data security.
9. The Merchant must maintain the reputation of GAPLI and refrain from any activities that may negatively affect the platform’s image.
10. The Merchant must keep access credentials confidential and not share them with third parties without GAPLI’s consent.
11. In the event of a breach of these Terms by the Merchant, GAPLI may:
    a) temporarily restrict account functionalities,
    b) block the store or offers,
    c) terminate cooperation with immediate effect.

§ 5. Rights and Obligations of GAPLI

1. GAPLI undertakes to:
   a) provide access to the GAPLI Platform and its functionalities within the selected plan,
   b) maintain an adequate level of security, integrity and availability of the system,
   c) continuously develop and update the system, including the introduction of new features,
   d) provide end-customer support under the Full Dropshipping model (if activated).
2. GAPLI will use reasonable efforts to ensure uninterrupted operation of the Platform, subject to its right to:
   a) carry out scheduled maintenance and updates,
   b) temporarily suspend services for technical, security or force majeure reasons,
   c) modify functionalities, subscription plans and service policies.
3. GAPLI shall not be liable for:
   a) the quality, legality or safety of products offered by Merchants or Suppliers,
   b) the truthfulness and accuracy of commercial information provided by Merchants,
   c) tax obligations of Merchants and Suppliers in connection with their business activity,
   d) service interruptions caused by factors beyond its control (including ISP failures, PSPs, marketplaces, force majeure).
4. GAPLI has the right to:
   a) monitor offers and content published by Merchants to ensure compliance with law and these Terms,
   b) request explanations, documents or corrections of offers from the Merchant,
   c) suspend or remove an account, store, offer or product in case of violations of law, these Terms or good practices,
   d) withhold funds in the Merchant’s e-Wallet for dispute reserves and settlements,
   e) collect and analyse statistical data on the use of the Platform (excluding personal data, unless otherwise agreed under a DPA),
   f) introduce new fees and commissions, subject to prior notice to Merchants in accordance with § 13 of these Terms.
5. GAPLI does not guarantee that the Merchant will achieve any particular sales level, profit or ranking position. Rankings and sales performance depend on GAPLI’s algorithms, the Merchant’s marketing activities and market conditions.

§ 6. Payments, Settlements and e-Wallet

1. Payment processing
   a) All payment operations related to GAPLI services are processed exclusively through external payment service providers (PSPs), in particular Stripe, acting on behalf of GAPLI GLOBAL LTD.
   b) GAPLI is not a payment or banking institution and does not operate escrow or deposit accounts.
   c) Payments are secured by SSL protocol and PCI DSS standards.
2. e-Wallet
   a) Each Merchant has a virtual settlement wallet (e-Wallet) assigned to their account, where revenues, commissions, dispute reserves, subscription fees and other amounts are recorded.
   b) The e-Wallet is for settlement purposes only and does not constitute a bank account or trust account.
   c) The Merchant has access to the transaction history, charges and withdrawals in the GAPLI Admin Panel.
3. Settlements and commissions
   a) GAPLI charges a 30% commission on the Merchant’s net profit, automatically settled in the e-Wallet.
   b) For sales of the Merchant’s own products, GAPLI charges 5% of the gross sales value.
   c) GAPLI may introduce promotions or reduced commissions under partnership programmes or special promotional campaigns.
   d) All fees and commissions are charged in the account’s settlement currency (USD, EUR, GBP or PLN).
4. Dispute Reserve
   a) To secure potential returns, complaints and disputes, the Merchant’s first profits are held in the “Dispute Reserve” field in the e-Wallet.
   b) The minimum reserve is PLN 400 / EUR 100 / GBP 100 / USD 100.
   c) If the dispute amount exceeds the reserve, additional funds from the Merchant’s “Available Balance” will be withheld until the dispute is resolved.
   d) After resolution, the funds are either released (if resolved in favour of the Merchant) or deducted (if the dispute is lost).
5. Withdrawals
   a) The Merchant may request a withdrawal of available funds (“Available Balance”) at any time using methods provided in the Admin Panel (e.g. bank transfer, Stripe Payouts, other integrations).
   b) Minimum payout thresholds are set within the GAPLI panel and may vary depending on currency and payment method.
   c) GAPLI reserves the right to withhold a payout if there is suspicion of illegal activity, breach of these Terms, unresolved disputes or outstanding tax obligations.
6. Subscription plans and fees
   a) Use of certain GAPLI services requires subscription or recurring payments (e.g. Multistore, product limits).
   b) Subscriptions are charged on a recurring basis (monthly) or as a one-time fee – according to the Merchant’s choice.
   c) Subscription payments are processed automatically via PSP (Stripe) and may be cancelled by the Merchant at any time in the Admin Panel.
   d) Non-payment of a subscription results in suspension of functionalities assigned to the respective plan.
7. Taxes
   a) All prices and fees are quoted in USD as net prices.
   b) Applicable taxes will be added based on the Merchant’s place of business or residence (e.g. VAT in the EU, Sales Tax in the USA).
   c) The Merchant is responsible for correct tax settlement of their sales (VAT, OSS, IOSS, other local taxes). GAPLI does not account for sales taxes on behalf of the Merchant, unless otherwise agreed in a separate contract.

§ 7. Complaints, Returns and Disputes

1. Consumer handling
   a) Under the Full Dropshipping model, GAPLI provides returns, complaints and warranty handling on behalf of the Merchant.
   b) In case of standard dropshipping or sales of own products, the Merchant remains responsible for fulfilling consumer rights under applicable laws (e.g. withdrawal, warranty, statutory guarantee).
   c) The Merchant is obliged to cooperate with GAPLI in processing complaints and returns, including providing necessary information and documents.
2. Product returns
   a) Returned products under withdrawal or complaint are directed to the GAPLI returns warehouse.
   b) The Merchant is not required to handle returns personally, unless selling own or external products outside the GAPLI system.
   c) Products in the returns warehouse may be reintroduced to sales as full-value or outlet products.
3. Complaints
   a) End Customers may file complaints via the GAPLI system or directly with the Merchant.
   b) GAPLI provides a system for registering and monitoring complaint submissions and their statuses in the Admin Panel.
   c) If a complaint is accepted as justified, the logistics cost and potential refund shall be borne by the Merchant (except where GAPLI assumes responsibility under the Full Dropshipping module).
4. Disputes and Dispute Reserve
   a) Each Merchant account has a “Dispute Reserve” field in the e-Wallet to secure funds for potential returns, complaints and disputes.
   b) The minimum reserve is PLN 400 / EUR 100 / GBP 100 / USD 100.
   c) If a dispute exceeds the reserve, GAPLI may block additional funds from the Merchant’s “Available Balance”.
   d) After resolution:
   – funds are released to the Merchant if resolved in their favour,
   – funds are deducted and transferred to the End Customer or used to cover GAPLI’s costs if resolved against the Merchant.
5. Dispute procedure
   a) Information on ongoing disputes, complaints and returns is available in the “Disputes” section of the Admin Panel.
   b) The Merchant has the right to participate in dispute resolution and communicate with the End Customer via the GAPLI system.
   c) If the Merchant fails to respond to a dispute, GAPLI may resolve the matter independently in accordance with applicable law and presented evidence.
6. Financial responsibility
   a) Costs of returns, complaints and lost disputes are borne by the Merchant, unless GAPLI explicitly assumes responsibility (e.g. in the Full Dropshipping module).
   b) GAPLI has the right to deduct such costs directly from the Merchant’s e-Wallet.
   c) If the “Available Balance” is insufficient, the Merchant must pay the outstanding amount within 7 days using the available payment methods.

§ 8. Term and Termination

1. The agreement between GAPLI and the Merchant is concluded for an indefinite term upon account registration on the GAPLI Platform.
2. The Merchant may terminate the agreement at any time by:
   a) submitting a termination request in the GAPLI Admin Panel,
   b) deleting the account after settling all outstanding obligations towards GAPLI and End Customers.
3. GAPLI may terminate the agreement with one month’s notice, by electronic communication (e-mail or Admin Panel message).
4. GAPLI may terminate the agreement with immediate effect if the Merchant:
   a) breaches these Terms,
   b) engages in unlawful activities or infringes third-party rights,
   c) offers prohibited products,
   d) attempts to circumvent GAPLI’s payment (PSP) or settlement rules,
   e) engages in activities that may expose GAPLI or End Customers to financial or reputational damage.
5. The agreement shall automatically terminate in case of 12 months of inactivity by the Merchant, understood as failure to log into the GAPLI Admin Panel.
6. Termination of the agreement does not affect:
   a) the obligation to settle the Merchant’s outstanding liabilities towards GAPLI and End Customers,
   b) GAPLI’s right to retain funds in the e-Wallet to cover potential complaints, returns and disputes,
   c) the continuing validity of provisions regarding confidentiality, liability, prohibitions of infringement and governing law.

§ 9. Contractual Penalties

1. To ensure the security and stability of the GAPLI Platform, the Merchant undertakes to comply with these Terms. Breaches are subject to contractual penalties as set out below.
2. The Merchant shall pay GAPLI a contractual penalty of USD 10,000 for each violation consisting of:
   a) circumventing or attempting to circumvent the payment gateways (PSPs) designated by GAPLI,
   b) configuring an unauthorised payment provider other than one approved by GAPLI,
   c) offering prohibited products listed in the Schedule to these Terms.
3. The Merchant shall pay GAPLI a contractual penalty of USD 500 for each other breach of these Terms not covered by a higher penalty.
4. GAPLI is entitled to deduct contractual penalties directly from the Merchant’s e-Wallet. If the balance is insufficient, the Merchant must pay the penalty within 7 days of receiving a payment request.
5. The contractual penalties do not exclude GAPLI’s right to claim damages exceeding the amount of the penalty if the actual damage is greater than the contractual penalty.
6. In case of material breaches of these Terms, GAPLI may terminate the agreement with the Merchant with immediate effect (§ 8.4).

§ 10. Confidentiality and Data Protection

1. Confidentiality of information
   a) Both parties shall keep confidential all technical, commercial and organisational information obtained in connection with the use of the GAPLI Platform that is not publicly available.
   b) The confidentiality obligation applies during the term of the agreement and for 2 years after its termination, regardless of the reason.
   c) Confidential information may only be disclosed to:
   – employees and contractors of the parties, to the extent necessary to perform the agreement,
   – third parties where required by law, supervisory authority or court.
   d) GAPLI may disclose information about the cooperation for marketing purposes (e.g. case studies, client portfolio), unless the Merchant explicitly objects in writing.
2. Personal data protection
   a) GAPLI processes personal data in accordance with UK GDPR and the Data Protection Act 2018.
   b) In relation to Merchants:
   – GAPLI acts as data controller for personal data of its users (Merchants, Suppliers),
   – GAPLI acts as a data processor in relation to End Customer data processed on behalf of the Merchant, under a separate Data Processing Agreement (DPA).
   c) The Merchant undertakes to ensure that End Customer data is transferred and processed in compliance with applicable data protection laws.
3. Data transfers
   a) GAPLI may transfer personal data outside the European Economic Area (EEA) and the United Kingdom only on the basis of:
   – adequacy decisions,
   – Standard Contractual Clauses (SCCs), or
   – the UK International Data Transfer Agreement (IDTA).
   b) The Merchant agrees that GAPLI may engage sub-processors to process data, provided that they ensure an adequate level of data protection.
4. Data subject rights
   a) GAPLI ensures the exercise of data subject rights under UK GDPR, in particular: right of access, rectification, erasure, restriction, data portability and objection.
   b) The Merchant undertakes to support GAPLI in fulfilling these rights with respect to data processed on their behalf.
5. Incidents and breaches
   a) GAPLI shall implement technical and organisational measures ensuring appropriate data security.
   b) In case of a personal data breach, GAPLI will notify the Merchant without undue delay, and no later than 72 hours after becoming aware of it.
6. Documentation
   a) Detailed rules for processing personal data are set out in the Privacy Policy and the separate Data Processing Agreement (DPA), which forms an integral annex to these Terms.

§ 11. Liability and Indemnities

English version

1. Scope of GAPLI’s liability
   a) GAPLI shall only be liable for damages caused by its wilful misconduct or gross negligence.
   b) GAPLI shall not be liable for loss of profits, data, business interruptions or any indirect damages.
   c) GAPLI’s total liability to the Merchant under or in connection with these Terms shall be limited to the amount of subscription fees and commissions paid by the Merchant to GAPLI in the preceding 12 months.
2. Exclusions of GAPLI’s liability
   GAPLI shall not be liable in particular for:
   a) the quality, legality or safety of products offered by Merchants and Suppliers,
   b) the truthfulness and completeness of commercial information provided by Merchants,
   c) the Merchant’s tax obligations arising from their business,
   d) service disruptions beyond GAPLI’s control (network failures, force majeure, third-party actions, PSP errors).
3. Merchant’s liability
   a) The Merchant is fully responsible for the content and offers published on the GAPLI Platform, as well as for any claims arising from infringement of third-party rights (e.g. IP rights).
   b) The Merchant undertakes to comply with and settle all tax obligations related to their sales.
   c) The Merchant shall be liable towards GAPLI and third parties for offering prohibited or unlawful products.
4. Indemnity
   a) The Merchant shall indemnify, defend and hold harmless GAPLI from any damages, costs and third-party claims arising from the Merchant’s activity on the Platform, including in particular:
   – infringement of intellectual property rights,
   – sale of unsafe or unlawful products,
   – incorrect calculation or non-payment of taxes,
   – breaches of consumer or complaint regulations,
   – breaches of trade sanctions and AML laws.
   b) GAPLI may deduct amounts resulting from claims and indemnities directly from the Merchant’s e-Wallet.
5. Exceptions to limitations
   The limitations of GAPLI’s liability shall not apply where mandatory law does not permit their exclusion or limitation, in particular:
   – for damages resulting from death or personal injury caused by GAPLI’s fault,
   – for GAPLI’s liability under applicable data protection laws.

§ 12. Prohibited Products and Compliance

English version

1. The Merchant may only offer products and services on the GAPLI Platform that comply with applicable laws, fair trade principles and these Terms.
2. It is prohibited to offer products and services whose sale is:
   a) prohibited by applicable laws in the country of the Merchant, GAPLI or the End Customer,
   b) prohibited by international regulations, including trade sanctions and AML rules,
   c) listed in Annex 2 to these Terms – Prohibited Products List.
3. GAPLI reserves the right to:
   a) monitor products and services offered by Merchants,
   b) require removal of products and services suspected of being unlawful or in breach of these Terms,
   c) suspend or remove the Merchant’s account in case of repeated violations.
4. The Merchant shall be fully liable for offering prohibited or restricted products, including:
   a) legal liability towards state authorities,
   b) civil liability towards third parties,
   c) financial liability towards GAPLI in the form of contractual penalties and damages.
5. In the case of products requiring additional permits, certifications or licences, the Merchant must hold and provide GAPLI with such documents upon request.

§ 13. Changes to the Terms

1. GAPLI reserves the right to amend these Terms for valid reasons, in particular in the event of:
   a) changes in applicable laws affecting the content of the Terms,
   b) decisions or rulings of courts or administrative authorities,
   c) technical, organisational or business changes in the operation of the Platform,
   d) introduction of new services, functionalities or subscription plans,
   e) the need to remove ambiguities, gaps or editorial errors.
2. GAPLI shall notify Merchants of any changes to the Terms by:
   a) publishing the amended Terms on https://gapli.com,
   b) sending a notification to the e-mail address associated with the Merchant’s account or via the Admin Panel.
3. Amendments to the Terms shall take effect no earlier than 15 days after notification, unless:
   a) the change is required by law and takes effect in accordance with that law,
   b) the change introduces a new functionality or service that does not adversely affect the Merchant,
   c) the change concerns editorial or formal corrections.
4. The Merchant has the right to terminate the agreement with GAPLI with immediate effect before the changes take effect, by deleting the account in the Admin Panel. Failure to terminate shall be deemed acceptance of the amended Terms.
5. Amendments to the Terms shall not affect rights acquired by Merchants before their entry into force, unless mandatory provisions of law require otherwise.

§ 14. Effects of Termination

1. Upon termination of the agreement, the Merchant’s GAPLI account shall be blocked and access to services terminated.
2. GAPLI may retain Merchant and transactional data for the period required by law (e.g. accounting, tax, AML), after which such data will be deleted or anonymised.
3. The Merchant loses the right to use services, subscriptions and any promotional bonuses granted by GAPLI.
4. Funds held in the Merchant’s e-Wallet shall be settled as follows:
   a) available funds shall be paid out to the Merchant within 30 days of termination,
   b) funds held in the “Dispute Reserve” shall remain withheld until pending matters are resolved,
   c) GAPLI may deduct any amounts owed by the Merchant to GAPLI or End Customers.
5. Provisions regarding confidentiality, liability, contractual penalties, data protection, prohibited products and governing law shall survive termination of the agreement.

§ 15. Governing Law, Jurisdiction and Languages

English version

1. These Terms and any agreements concluded between GAPLI and the Merchant shall be governed by the laws of England and Wales.
2. Any disputes arising from these Terms or agreements with GAPLI shall be resolved by the courts having jurisdiction over GAPLI’s registered office in England and Wales.
3. Clauses 1–2 shall not affect mandatory consumer protection laws applicable in the End Customer’s country of residence.
4. These Terms are drawn up in Polish and English. In the event of discrepancies between the language versions, the English version shall prevail.
5. GAPLI may provide translations of these Terms into other languages for convenience; however, such translations are not legally binding.

Annex 1 – Data Processing Agreement (DPA)

1. Parties
   This Data Processing Agreement (“DPA”) is entered into between:
   a) GAPLI GLOBAL LTD, London, Company No. 16429382 (“Processor” or “GAPLI”),
   b) the Merchant / Operator using the GAPLI Platform (“Controller”).
2. Subject matter of processing
   GAPLI processes personal data on behalf of the Controller as necessary to provide the services described in the Terms, in particular: order handling, payments, deliveries, returns and complaints.
3. Nature and purpose of processing
   GAPLI processes data solely to enable the Merchant to conduct sales via the GAPLI Platform, including End Customer support. GAPLI does not use the data for its own marketing purposes.
4. Categories of personal data
   GAPLI processes End Customer data provided by the Merchant, including:
   – identification data (name, surname, address),
   – contact data (e-mail address, phone number),
   – order data (purchased items, value, payment method, delivery address).
5. Obligations of GAPLI (Processor)
   a) process data only on documented instructions from the Controller,
   b) implement appropriate technical and organisational measures to secure the data,
   c) ensure that persons authorised to process the data keep it confidential,
   d) assist the Controller in fulfilling data subject rights,
   e) assist in compliance with Articles 32–36 UK GDPR (security, breaches, DPIA),
   f) delete or return personal data after termination of services (unless retention is required by law),
   g) make available to the Controller all information necessary to demonstrate compliance with UK GDPR.
6. Sub-processing
   GAPLI may engage sub-processors (e.g. cloud providers, hosting, logistics, PSPs) provided that they meet UK GDPR requirements and have agreements ensuring adequate data protection.
7. Data transfers
   GAPLI may transfer personal data outside the EEA and the UK only using appropriate legal mechanisms (SCCs, IDTA, adequacy decisions).
8. Duration
   This DPA remains in force for the duration of the agreement between GAPLI and the Merchant and terminates with it, except for confidentiality and security obligations which shall survive.

Annex 2A – Prohibited Products List

On the GAPLI Platform it is prohibited to offer the following products and services:

1. Weapons, ammunition and explosives
   – firearms, firearm parts, ammunition, explosives, high-risk fireworks, military equipment requiring licences.
2. Drugs, controlled substances and stimulants
   – drugs, psychoactive substances, designer drugs, anabolic steroids, drug precursors,
   – tobacco products and e-cigarettes (where prohibited),
   – alcohol in countries where its sale is restricted or requires a licence.
3. Medical and healthcare products
   – prescription and OTC medicines (without authorisation),
   – medical devices without certification (e.g. CE in the EU, UKCA in the UK),
   – diagnostic tests not approved by regulators.
4. Content and products violating law or morals
   – child pornography, zoophilia, extremely violent or hate-inciting content,
   – prostitution, escort services, adult services not compliant with local law.
5. Counterfeit and IP-infringing products
   – counterfeit goods, pirated software,
   – copies of products infringing intellectual property rights,
   – illegal streaming services, access codes for subscription platforms.
6. Financial products and gambling
   – unauthorised financial instruments, Ponzi schemes, illegal MLM systems,
   – gambling and betting services (without required licences in the relevant jurisdiction).
7. High-risk goods and services
   – chemical substances requiring permits (acids, radioactive materials, toxins),
   – devices for illegal surveillance, hacking, data scanning or copying,
   – SIM cards, accounts, ID documents and other personal data offered for sale.
8. Other prohibited products
   – goods covered by international sanctions (e.g. Russia, North Korea, Iran),
   – protected species and wildlife products under CITES (ivory, skins, hunting trophies),
   – goods requiring specific permits not held by the Merchant.

Annex 2B – Restricted Products

On the GAPLI Platform the following products and services may be offered only if they comply with applicable laws in the Merchant’s, GAPLI’s and End Customer’s jurisdictions, and subject to the required permits, certificates or licences:

1. Alcohol and alcoholic beverages
   – allowed only for Merchants holding valid licences,
   – compliance with age restrictions and advertising rules is mandatory.
2. Tobacco products and related items
   – permitted in countries where their sale is legal,
   – mandatory health warnings and age restrictions must be applied.
3. Food supplements, dietary products and health enhancers
   – sale allowed only with proper labelling, composition disclosure and approval in the relevant country,
   – health or medical claims are prohibited unless the product is classified as a medicine.
4. Cosmetics and household chemicals
   – permitted only with the required certifications (e.g. EU CPNP, UK REACH, FDA for the US),
   – labels must include composition, manufacturer and expiry date.
5. Adult products (adult content, sex toys)
   – permitted in countries where legal,
   – mandatory +18 labelling and prohibition of advertising to minors.
6. Digital products and software
   – sale of licensed software and digital content only,
   – prohibited: cracks, illegal keys, shared accounts without rights-holder’s consent.
7. Electronic and IoT devices
   – must have required safety certifications (e.g. CE, UKCA, FCC),
   – prohibited: devices enabling illegal surveillance or privacy breaches.
8. Financial and educational products
   – allowed only within lawful business models (e.g. online courses, consultancy),
   – prohibited: “get rich quick” schemes, Ponzi schemes, and unlawful MLM systems.

Annex 3 – Rankings and Suspension Policy

English version

1. Rankings and offer visibility
   a) The GAPLI Platform may use ranking algorithms determining the order of offers displayed in the GAPLI Marketplace and external integrations.
   b) The main ranking criteria include in particular:
   – quality of listings (completeness of description, images, technical parameters),
   – price competitiveness,
   – fulfilment speed and timeliness rate,
   – complaint and return rates,
   – customer reviews and feedback.
   c) GAPLI reserves the right to periodically modify ranking algorithms to improve the quality of search results.
2. Ranking transparency
   a) Merchants have access to analytics in the Admin Panel allowing them to evaluate their ranking position.
   b) GAPLI does not guarantee maintenance of a constant ranking position or offer visibility.
3. Account suspension and limitation
   a) GAPLI may suspend or restrict a Merchant’s account in the event of:
   – breach of these Terms,
   – sale of prohibited or restricted products without meeting requirements,
   – suspected financial abuse, money laundering (AML) or PSP circumvention,
   – excessive number of returns and complaints,
   – risk to data or system security.
   b) In the case of suspension, GAPLI shall inform the Merchant of the reasons, including the legal and factual basis of the decision.
4. Appeal procedure
   a) The Merchant has the right to appeal against a suspension or account removal within 15 days of notification, via submission in the Admin Panel.
   b) GAPLI shall review the appeal within 30 days and notify the Merchant electronically.
   c) If the appeal is upheld, the Merchant’s account shall be reinstated, and funds in the e-Wallet released (excluding funds reserved for disputes).
5. Permanent account removal
   a) GAPLI may permanently delete a Merchant’s account with immediate effect in case of serious or repeated breaches of the Terms.
   b) In such case, GAPLI has the right to retain funds in the e-Wallet until all Merchant’s obligations are settled.

Annex 4 – Returns and Complaints Policy

1. Right of withdrawal
   a) End Customers who are consumers have the right to withdraw from a distance contract within 14 days of receiving the goods, without giving any reason, unless exceptions apply (e.g. hygiene products, personalised goods, perishable goods).
   b) GAPLI handles withdrawal processing under the Full Dropshipping model, accepting the return to the GAPLI returns warehouse.
   c) The Merchant is notified of each return via the Admin Panel.
2. Product returns
   a) Returns are directed to the GAPLI returns warehouse address indicated in the Admin Panel.
   b) After verification, the product may be:
   – reintroduced into sales as full-value,
   – classified for outlet sales,
   – disposed of (in case of damage or lack of commercial value).
3. Complaints
   a) Consumers may file complaints under statutory warranty or commercial guarantee (if provided).
   b) Complaints are submitted via the GAPLI system or directly to the Merchant and registered in the Admin Panel.
   c) GAPLI processes complaints under the Full Dropshipping model on behalf of the Merchant, providing a decision of acceptance or rejection.
   d) If a complaint is accepted, the logistics cost and refund shall be borne by the Merchant, unless GAPLI explicitly assumes responsibility under a given module.
4. Complaint handling
   a) Complaints are reviewed within 14 days of submission.
   b) Lack of response within this period shall be deemed acceptance of the complaint.
   c) The Merchant must cooperate with GAPLI in providing documents and evidence.
5. Refunds
   a) Refunds to the End Customer are processed by GAPLI through PSPs, with the amount deducted from the Merchant’s e-Wallet.
   b) If the balance is insufficient, GAPLI shall require the Merchant to cover the shortfall within 7 days.
6. Disputes
   a) In the event of a dispute between the End Customer and the Merchant, GAPLI may act as mediator.
   b) If unresolved, GAPLI may decide to refund the End Customer, with the amount deducted from the Merchant’s e-Wallet.
7. Exceptions to withdrawal right
   The right of withdrawal does not apply in particular to:
   – custom-made products,
   – perishable goods,
   – hygiene and medical products if the packaging has been opened,
   – digital content delivered immediately (e.g. software, online courses),
   – services fully performed before the withdrawal deadline.