Service Agreement
Version 1.1·Effective July 1, 2026
BM-SA-v1.1
1. INTRODUCTION
1.1 Parties
This Subscription Service Agreement ("Agreement") is between:
Berry Marketplace (operated by Nuvagra SRL), a company incorporated in Romania ("we", "us", "our")
and You, the Company subscribing to our services ("you", "your", "Company").
1.2 Agreement to Terms
By subscribing to Berry Marketplace services, you agree to this Agreement, the Platform Terms & Conditions, and the Privacy Policy.
1.3 Definitions
Terms defined in the Platform Terms & Conditions have the same meaning in this Agreement.
2. SERVICE DESCRIPTION
Berry Marketplace is a digital B2B marketplace that enables buyers and sellers to:
- Post and browse listings (LOTs, RFQs, Tender Requests)
- Create and manage offers
- Execute legally binding electronic contracts
- Access structured quality control and dispute facilitation workflows
- Utilize matching, analytics, and data tools based on subscription tier
Berry Marketplace does not process, hold, safeguard, or transfer trade payments between buyers and sellers.
3. SUBSCRIPTION TIERS
3.1 Available Tiers
Berry Marketplace offers multiple subscription tiers with different features and commission rates. Current tiers, pricing, and feature availability are published on:
berry-marketplace.com/pricing
3.2 Tier Changes
You may upgrade your tier at any time. Downgrades take effect at the next billing cycle. No refunds are provided for mid-cycle downgrades.
4. FEES AND PAYMENT
4.1 Subscription Fees
Monthly subscription fees are:
(a) Billed in advance on the first day of each billing cycle; (b) Non-refundable except as required by law; (c) Subject to change with 30 days' notice.
4.2 Commission Fees
Commission is charged on Trading Contracts as specified in the Platform Terms and Commission Schedule.
Commission rates vary by tier.
4.3 Payment Methods
We accept:
(a) Credit card (Visa, Mastercard, American Express); (b) SEPA Direct Debit; (c) Bank transfer (Enterprise tier).
4.4 Failed Payments and Account Suspension
(a) If subscription payment fails, we will automatically retry payment according to our payment processor's schedule (typically 3-4 attempts over 7 days). (b) During the payment retry period ("Grace Period"), your account enters a restricted state where: (i) You may not create new listings (LOTs or RFQs);
(ii) You may continue to send and receive offers on existing listings;
(iii) You may complete existing Trading Contracts;
(iv) Existing listings remain visible to other Users but may not be modified.
(c) If payment is not successfully collected after the Grace Period, your account will be suspended. Upon suspension: (i) All active listings will be automatically expired;
(ii) All pending offers (sent or received) will be automatically rejected or withdrawn;
(iii) You may only access the Platform to complete existing Trading Contracts, to reactivate your subscription, and to access historical records or invoices as required for accounting or legal purposes;
(iv) Premium features will be disabled;
(v) Suspension of access does not affect the validity or enforceability of any Trading Contract already formed prior to suspension. (d) To reactivate a suspended account: (i) You must pay all outstanding invoices or subscribe to a new plan;
(ii) Previous listings are not restored; you must create new listings;
(iii) We may, at our discretion, accept alternative payment methods (bank transfer, etc.) for the purpose of settling outstanding platform fees only.
(e) Subscriptions not activated within a reasonable activation period (typically 7 days) may be automatically canceled.
4.5 Refunds and Commission Credits
4.5.1 Subscription Fees
Subscription fees are non-refundable. Commission Credits cannot be applied to Subscription Fees.
4.5.2 Commission Fees
Commission fees are non-refundable as cash under any circumstances.
4.5.3 Commission Credit Issuance
Berry Marketplace may, at its sole discretion, issue Commission Credits in the following circumstances:
4.5.4 Commission Credit Terms
| Situation | Credit Amount |
|---|---|
| Contract cancelled due to fault of the other party | Up to 100% of Commission |
| Contract cancelled due to force majeure | Up to 50% of Commission |
| Goodwill (at Berry Marketplace's discretion) | Variable |
| Promotional credits | As specified in promotion |
Commission Credits:
(a) Are applied on a first-in, first-out (FIFO) basis; (b) Expire 12 months from the date of issuance; (c) Are forfeited if expired without use; (d) Cannot be exchanged for cash or monetary value; (e) Cannot be transferred to another Company; (f) Cannot be applied to Subscription Fees; (g) Cannot be refunded upon account termination; (h) Are forfeited upon account closure or termination; (i) Are issued at Berry Marketplace's sole discretion — no automatic entitlement exists.
4.5.5 No Cash Refunds
For the avoidance of doubt, Berry Marketplace does not provide cash refunds for Commission fees under any circumstances. The sole remedy for eligible situations is Commission Credits as described above. Commission Credits do not constitute stored value, electronic money, or a payment service and are applied solely as internal accounting offsets against future commission invoices.
4.6 Promotional Discounts
4.6.1 Promotional discounts on Subscription Fees or Commission Rates are governed by the Platform Terms & Conditions.
4.6.2 Promotional discounts are personal, non-transferable, and may not be combined with other offers unless expressly stated.
4.6.3 No Promotion creates an entitlement to future discounts or continued preferential pricing beyond the applicable Lock-in Period.
5. TERM AND TERMINATION
5.1 Term
This Agreement begins when you complete registration and continues until terminated.
5.2 Termination by You
You may terminate by:
(a) Completing all outstanding Trading Contracts; (b) Paying all outstanding fees; (c) Submitting a termination request through the Platform.
5.3 Termination by Us
We may terminate this Agreement:
(a) For breach of the Platform Terms or this Agreement; (b) For non-payment after notice; (c) With 30 days' notice for any reason.
Berry Marketplace may suspend access to the Platform without liability where suspension is reasonably necessary to protect the Platform, other Users, or comply with legal obligations.
5.4 Effect of Termination
Upon termination:
(a) Access to the Platform ceases; (b) All outstanding fees become immediately due; (c) Commission Credits are forfeited; (d) Data may be retained as required by law.
5.5 Effect on Trading Contracts
Suspension or termination of access to the Platform shall not affect the validity or enforceability of any Trading Contract already formed between Users prior to such suspension or termination.
5.6 Reactivation
A Company whose account has been terminated may request reactivation, subject to:
(a) Approval by Berry Marketplace at its sole discretion; (b) Settlement of all outstanding fees and invoices; (c) Acceptance of the then-current Terms and Conditions, Service Agreement, and Commission Schedule; (d) Completion of any required compliance checks or document submissions.
Reactivation does not reinstate previously forfeited Commission Credits, prior subscription terms, or prior pricing arrangements. A new subscription must be established at current published rates.
6. DATA AND PRIVACY
6.1 Data Processing
We process your data in accordance with our Privacy Policy and applicable data protection laws.
6.2 Data Export
Upon request (and subject to payment of outstanding fees), we will provide an export of your transaction data in a standard format.
6.3 Data Retention
We retain data for the periods specified in our Privacy Policy and as required by law.
7. SUPPORT
7.1 Support Channels
Support is provided via:
(a) Email (all tiers); (b) Priority response (Premium and Enterprise); (c) Dedicated account manager (Enterprise only).
7.2 Response Times
Response times are targets, not guarantees. Response times vary by subscription tier. Current response time targets are published on our support page at berry-marketplace.com/support.
8. WARRANTIES AND DISCLAIMERS
8.1 Our Warranties
We warrant that:
(a) We have the right to provide the services; (b) Services will be provided with reasonable skill and care; (c) The Platform will substantially conform to its documentation.
8.2 Disclaimers
We do NOT warrant:
(a) Uninterrupted or error-free service; (b) That the Platform will meet all your requirements; (c) The accuracy of data provided by other Users; (d) The performance of Trading Contracts.
8.3 Third-Party Services
We are not responsible for third-party services integrated with the Platform.
9. LIMITATION OF LIABILITY
9.1 Liability Cap
Our total liability under this Agreement is limited to the fees you paid in the 12 months before the claim, or €10,000, whichever is lower.
9.2 Excluded Losses
We are not liable for indirect, consequential, or punitive damages, or loss of profits, data, or business.
9.3 Carve-outs
Nothing limits liability for death, personal injury, fraud, or liabilities that cannot be excluded by law.
10. GENERAL
10.1 Entire Agreement
This Agreement, together with the Platform Terms and Privacy Policy, constitutes the entire agreement.
10.2 Amendments
We may amend this Agreement with 30 days' notice. Continued use constitutes acceptance.
10.3 Assignment
You may not assign this Agreement. We may assign to affiliates or successors.
10.4 Governing Law
This Agreement is governed by Romanian law. Disputes shall be resolved by the courts of Iași, Romania.
10.5 Language
This Agreement is provided in multiple languages. In case of any inconsistency between the English version and any translation, the English version shall prevail.
10.6 Contact
For questions about this Agreement:
Berry Marketplace (Nuvagra SRL)
Email: support@berry-marketplace.com
Address: Iași, Romania
By subscribing to Berry Marketplace, you acknowledge that you have read, understood, and agree to this Subscription Service Agreement.