THIRSTYZONE – TERMS AND CONDITIONS
Terms of Use, Marketplace, Payment and Commission Conditions
Platform Operator UB thirsty GmbH Eurotec-Ring 15, 47445 Moers, Germany Local Court of Kleve HRB 16209 / VAT ID DE327131243
1. Scope and Subject Matter of the Contract
(1) These Terms and Conditions (hereinafter “T&C”) govern the use of the B2B platform “THIRSTYZONE” as well as all business relationships that are initiated, facilitated or otherwise influenced through the use of the platform.
(2) THIRSTYZONE is an internationally oriented digital B2B marketplace for the beverage industry, enabling brand owners, distributors, importers and other market participants to connect and establish business relationships.
(3) The contractual partner for the use of the platform is UB thirsty GmbH (hereinafter “Provider”).
(4) Conflicting or deviating terms and conditions of users shall not apply unless the Provider has expressly agreed to them in text form.
2. Eligible Users (B2B Only)
(1) The platform is exclusively available to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). An entrepreneur is any natural or legal person or partnership with legal capacity acting in the exercise of its commercial or independent professional activity.
(2) By registering and using the platform, the user confirms that they act solely within their business capacity and are not a consumer within the meaning of Section 13 BGB.
(3) The Provider is entitled at any time to request appropriate proof of the user’s entrepreneurial status, in particular by requesting a VAT identification number or comparable documentation.
(4) Users are obliged to promptly update or notify the Provider of any changes to company data (contact details, contact persons, VAT ID, etc.).
3. Registration and User Account
(1) Use of the platform requires prior registration and the creation of a company account. Only one company account per company is permitted. Multiple user accounts may be assigned to a company account.
(2) Users are obliged to provide complete, accurate and up-to-date information during registration and use of the platform.
(3) Login credentials must be kept confidential and protected against unauthorized access. The user is liable for all activities carried out under their account unless the misuse is not attributable to them.
(4) The Provider reserves the right to reject registrations without stating reasons or to temporarily or permanently suspend accounts for justified reasons.
(5) The user agreement is concluded upon activation of the account by the Provider.
4. Platform Services
(1) The Provider offers THIRSTYZONE as a digital infrastructure enabling users to present products and services, identify potential business partners, initiate business relationships and communicate with each other.
(2) The Provider does not provide any trading, distribution or delivery services. In particular, the Provider does not guarantee any specific economic success (e.g. contracts or revenue).
(3) The Provider may modify, develop or restrict the platform or individual features at any time, provided this is reasonable considering the legitimate interests of users.
5. Role of the Provider (Intermediary Platform)
(1) The Provider operates the platform solely as an intermediary and networking platform.
(2) The Provider does not become a party to any contracts concluded between users at any time. All purchase, delivery or distribution agreements are concluded exclusively between the respective users.
(3) The Provider assumes no responsibility for the initiation, conclusion or performance of contracts between users.
6. Business Relationships Between Users
(1) All business relationships initiated via the platform are conducted exclusively between the users at their own responsibility.
(2) Sellers are solely responsible for the legal compliance of their products, particularly regarding labeling, ingredients, alcohol content and regulatory requirements in the respective target markets.
(3) Buyers are responsible for compliance with all import, customs, tax and other regulatory requirements in their respective markets.
7. Payment Processing (Stripe)
(1) All payments are processed via the external payment service provider Stripe. Users may be required to enter into separate agreements with Stripe and accept its terms, available at: https://stripe.com/legal
(2) The Provider does not hold any funds from transactions between users and does not act as a payment service provider.
(3) Payment processing is carried out via Stripe Connect structures, enabling automated payment flows between the parties.
(4) The Provider shall not be liable for disruptions, delays or failures in payment processing outside its control.
8. Fees, Commissions and Deal Tracking
(1) The platform may include both free and paid services. Brand owners may subscribe to paid plans offering additional features and visibility.
(2) The Provider is entitled to a success-based commission on all transactions initiated or facilitated through the platform.
(3) A commissionable transaction exists in particular if an initial contact between users is established via the platform and this contact is economically related to a subsequent transaction.
(4) The commission obligation applies regardless of whether the transaction is concluded on or off the platform, provided the relationship originated via the platform.
(5) The commission obligation also applies to follow-up transactions, repeat orders and long-term contractual relationships derived from the original platform contact.
(6) The commission obligation applies for a period of 24 months from the initial contact between users.
(7) Users are obliged to truthfully disclose commission-relevant transactions and provide evidence upon request.
9. Non-Circumvention and Sanctions
(1) Users undertake not to circumvent the platform, in particular not to avoid or reduce agreed commissions or fees.
(2) It is prohibited to continue platform-initiated contacts outside the platform or deliberately conclude transactions outside the platform to bypass the Provider’s remuneration structure.
(3) Any violation constitutes a material breach and entitles the Provider to immediately suspend the account and terminate the user relationship without notice.
(4) The Provider may also claim a contractual penalty, the amount of which shall be based on the economic scope of the circumvented transaction and the lost commission.
(5) Further claims for damages remain unaffected.
10. Taxes
(1) All prices are net prices unless otherwise stated and are subject to applicable VAT. Any withholding taxes in the user’s jurisdiction shall be borne by the respective user.
(2) The reverse charge mechanism may apply to cross-border transactions.
11. User Obligations
Users shall use the platform in compliance with applicable laws, provide accurate and complete information, and respect third-party rights, including trademarks, copyrights and personal rights.
12. Quality Assurance
The Provider may editorially adjust or supplement user content to ensure consistent and high-quality presentation, provided the content is not distorted. Users may object at any time.
13. Availability and Development
The Provider aims to ensure uninterrupted availability but cannot guarantee continuous operation. Maintenance, technical adjustments or further developments may result in temporary limitations.
14. Liability
(1) The Provider is not liable for contracts or business relationships between users or for product quality, safety or delivery.
(2) Otherwise, the Provider is liable only in cases of intent and gross negligence. In cases of slight negligence involving essential contractual obligations, liability is limited to foreseeable, typical damages.
15. Force Majeure
The Provider shall not be liable for delays or failures due to force majeure events, including natural disasters, strikes, governmental actions or technical disruptions beyond its control.
16. Indemnification
The user shall indemnify the Provider against all third-party claims arising from unlawful use of the platform or user-generated content.
17. Data Protection
Personal data is processed in accordance with the separate privacy policy.
18. Amendments to the T&C
The Provider reserves the right to amend these T&C with effect for the future, provided the changes are reasonable for the user.
19. Governing Law and Jurisdiction
The laws of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The place of jurisdiction, where legally permissible, is the registered office of the Provider.
20. Final Provisions
Should any provision of these T&C be or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected.
April 2026