Platform terms

Version 2026-10-15

Parties. These terms are agreed between Unworn i.o., pending registration, Chamber of Commerce pending registration, VAT pending registration, which operates the platform under the name Unworn, and the organisation on whose behalf you register. Unworn i.o. is a company in formation. Its founders act as its representatives and the company ratifies these terms on incorporation.

Language. These terms exist in Dutch, English, German, French, Spanish and Italian. If the versions differ, the English text prevails.

Contact. [email protected]

A. General provisions

Article 1. Definitions

1.1 In these terms the following words have the following meaning.

• Platform: the software, the scan, the market and the services that Unworn i.o. provides under the name Unworn.
• We, us, our: Unworn i.o..
• Organisation: a legal entity or a business registered on the platform as a seller or a buyer.
• User, you: a natural person who uses the platform on behalf of an organisation.
• Seller: an organisation that offers goods through the platform.
• Buyer: an organisation that is admitted to bid on goods through the platform.
• Offer (lot): a defined quantity of goods that a seller places on the market under a description, condition facts, photos, a logistics summary and walls. A seller reads "offer"; a buyer reads "lot". They are the same thing.
• Bid: a binding proposal by a buyer to buy a lot for a stated amount under a stated payment term.
• Reserve: the lowest amount at which a seller is willing to accept a bid. The reserve is never disclosed to buyers.
• Walls: the limits a seller sets per offer on who may see it and on what payment terms may be bid: buyer groups, countries, channels and payment boundaries.
• Payment institution: Online Payment Platform B.V., Delft, a payment institution licensed by De Nederlandsche Bank.
• Hold: the amount the buyer pays to the payment institution, which the institution keeps on its own client account until the goods are accepted or a dispute is decided.
• Purchase order: the record the platform issues when a seller accepts a bid. It fixes the goods, the price, the payment term and the fees.
• Trade rules: the rules that govern every transaction between a seller and a buyer through the platform. They are shown in full at the bid form and at the accept action.
• Decision record: the record the platform writes for every recommendation it makes to a seller, with every exit that was considered and the arithmetic behind it.
• Working day: a day on which banks in the Netherlands are open.

Article 2. Scope and order of precedence

2.1 These terms apply to every use of the platform and to every account. You accept them on behalf of your organisation when you register. The version you accepted is recorded with your account.

2.2 The following documents form part of the agreement between your organisation and us:

• these platform terms;
• the trade rules, accepted by a seller when an offer goes live and by a buyer at every bid;
• the terms of the payment institution, accepted once per organisation by a named user, which govern the payment relationship between your organisation and the institution and nothing else;
• for sellers, the data processing agreement, accepted at registration together with these terms, and the invoicing mandate.

2.3 For a specific transaction the trade rules prevail over these terms. The terms of the payment institution never change what these terms or the trade rules say about the relationship between you, the counterparty and us.

2.4 Your own general terms and conditions do not apply to the relationship with us, however they are presented.

Article 3. Business only

3.1 The platform is available to undertakings only. By registering you warrant that you act in the course of a business or profession and that your organisation is not a consumer. Rules that protect consumers do not apply.

3.2 By registering you warrant that you are authorised to represent your organisation and to bind it to these terms and to every transaction concluded through the account.

3.3 You keep the registration details of your organisation complete, accurate and current: legal name, address, registration number, VAT number and contact details. You inform us of a change before the next offer goes live or the next bid is placed.

3.4 One legal entity registers one organisation. An organisation is a seller or a buyer, never both under the same account.

Article 4. Account

4.1 An account is personal. You keep your credentials confidential and do not share them. Everything done through your account is treated as done by you on behalf of your organisation.

4.2 Every organisation has at least one owner. An owner may invite members and remove them. The owner binds the organisation; a member acts within the rights the owner has given.

4.3 You verify your mail address before you use any part of the platform. You provide a phone number on which we can reach you in a dispute or a settlement matter.

4.4 You tell us at once at [email protected] if you suspect that your credentials have been misused.

Article 5. Access is at our discretion

5.1 We decide whom we admit to the platform, in what capacity and with what limits. We may suspend or remove an organisation. We do not have to give a reason for the outcome of a screening.

5.2 A buyer registration creates an application, not access. A buyer sees only the screening form until we admit it. Admission may be limited, conditional or withdrawn.

5.3 The platform classifies organisations internally to decide which offers and which bids are admitted. The classification is ours, is not disclosed and cannot be contested.

Article 6. Our role

6.1 We are an agent. Every sale through the platform is concluded between the seller and the buyer. We are never a party to that sale.

6.2 We never buy, own, hold or sell goods. Goods stay at the seller's warehouse until that warehouse releases them to the buyer on our instruction.

6.3 We draw up the sales invoice in the name and on behalf of the seller under the invoicing mandate. The sales invoice is the seller's invoice, not ours.

6.4 We issue the purchase order, the invoices for our fees, the release instruction and the settlement statement, and we keep the records. We decide disputes as described in article 32.

Article 7. Payment

7.1 The money for a sale never passes through our own bank account. We are not a payment service provider.

7.2 Payment runs on one of two rails.

• The institution's rail. For a term that is paid in full before release and a buyer in the SEPA area, the buyer pays the whole order in one payment to the payment institution. The institution holds the money on its client account. The goods are released only after the institution confirms the payment. After the goods are accepted the institution pays the seller and pays our fees out of the same payment.
• The direct rail. For a net or staged term, and for a buyer outside the SEPA area, the buyer pays the seller directly to the IBAN on the sales invoice, with the payment reference on it. Goods are released only after every instalment that is due before release has been confirmed as received.

7.3 A seller that allows a net or staged term extends credit to the buyer itself. We never guarantee a payment.

7.4 Settlement is in euro only. A payment above the ceiling the payment institution applies, currently EUR 999,999.99, is refused, not split.

Article 8. The scan

8.1 The scan reads the data a seller connects or uploads: webshop, ERP, warehouse or a file. Connected systems are read only with the seller's authorisation, which the seller may withdraw at any time.

8.2 The scan scores stock across a set of signals and returns a recommendation with the arithmetic behind it. A signal that cannot be computed from the connected data is marked as missing. It is never estimated or filled in.

8.3 A recommendation is advice. The seller confirms every proposal and stays responsible for the exit it chooses, the reserve it sets and the walls it applies.

8.4 We do not guarantee an outcome, a price, a sale or a number of bids. A reserve, a benchmark or a recommendation is not a promise of realised value.

8.5 The scan is free and does not oblige the seller to place an offer.

Article 9. Language models

9.1 The platform uses a language model for four tasks: mapping the columns of an uploaded file, extracting a buyer profile from a written brief, drafting the text of an offer and writing the narrative of a decision record.

9.2 A person confirms every proposal a language model makes before it takes effect. No number in a recommendation comes from a language model. The scoring never calls one.

9.3 No language model, and nobody on our behalf, advises a buyer on what to bid.

Article 10. Confidentiality

10.1 A buyer sees of an offer only what the trade rules list. A buyer never sees the reserve, other bids, the number of other bidders, the seller's internal data or the way the offer came about. Where the offer says so, the seller's identity is withheld until the seller accepts a bid. The walls are the seller's protection: an organisation excluded by a wall never learns that the offer exists.

10.2 A seller sees of the bids only the amount, the payment term and the number of bids. The seller does not see who bid before it accepts.

10.3 After acceptance each party receives the identity and contact details of the other, for settlement and delivery only.

10.4 Everything a party receives through the platform about an offer, a bid, a counterparty or a transaction may be used only to assess and fulfil that transaction. It may not be shared with anyone outside the organisation who does not need it for that purpose.

10.5 A buyer never learns which internal classification applies to it. A seller never learns the classification of a buyer.

10.6 This article survives the end of the account.

Article 11. Non circumvention

11.1 An introduction takes place when the platform discloses the identity of a seller to a buyer, or of a buyer to a seller, in connection with an offer, or when a party otherwise learns the identity of a counterparty through the platform.

11.2 For 12 months after an introduction, neither party buys from or sells to the other, directly or through an intermediary, goods that were the subject of the offer or comparable goods, other than through the platform.

11.3 Every introduction is logged by the platform with both parties and the moment. That log is the evidence of the introduction and of its date.

11.4 A party that breaches this article owes us a penalty equal to the fees that would have been due had the trade been concluded through the platform, with a minimum of EUR 5,000 per breach. The penalty is due on demand and does not affect our right to recover the actual loss where it is higher. The party is excluded from the platform.

11.5 This article survives the end of the account for the 12 months of every introduction.

Article 12. Sanctions and export control

12.1 You warrant that neither your organisation nor any of its beneficial owners, directors or controlling persons appears on a sanctions list of the European Union, the United Nations, the United Kingdom or the United States, and that you will tell us at once if that changes.

12.2 You do not deliver, resell or divert goods bought or sold through the platform to a destination or a person that is subject to an embargo or a sanction.

12.3 We screen organisations and their beneficial owners against sanctions lists and may refuse, suspend or remove an organisation on that ground without giving details.

Article 13. Data and intellectual property

13.1 A seller owns the data it connects or uploads and the recommendations and decision records the platform produces from it. The seller may export them at any time. The data processing agreement governs how we process that data.

13.2 We own the platform, the engine, the software, the models and prompts, the documentation and everything else we make. You receive a right to use the platform for its purpose for as long as your account exists. Nothing else is transferred.

13.3 We may use the outcomes of transactions in aggregated form as benchmark data for recommendations to other sellers. A benchmark is only computed where at least five transactions underlie it, and it never identifies a seller, a buyer, an offer or a price of an individual transaction.

13.4 You do not reverse engineer, copy, scrape or crawl the platform, and you do not access it by automated means other than through an interface we have documented for that purpose.

13.5 The seller grants us a non exclusive, worldwide licence to read any public web page about the products it offers (its own webshop, a retailer's page, a marketplace listing), to store the texts, data and images found there, and to show them to screened buyers and use them in the platform's analysis and records, for as long as the seller has an account and its records exist. The seller warrants that it holds or has cleared the rights to the images on the pages it names for its products, and indemnifies us under article 16.5 for every claim about them.

Article 14. Fees

14.1 The scan and the account are free. We charge no subscription and no usage fee.

14.2 Our fee is transactional only and is due when a seller accepts a bid. The seller pays no fee. The buyer pays a premium on top of the subtotal, excluding VAT, in bands:

• 10 percent of the part of the subtotal up to EUR 10,000;
• 7 percent of the part from EUR 10,000 to EUR 50,000;
• 5 percent of the part above EUR 50,000;

with a minimum of EUR 100 per order. Each rate applies only to the part of the subtotal inside its band.

14.3 The subtotal is the accepted bid amount excluding VAT. The rates are frozen on the purchase order at acceptance. A later change of rates does not affect an order already issued.

14.4 The premium invoice is issued to the buyer at acceptance. On the institution's rail it is paid out of the buyer's payment to the institution. On the direct rail the buyer pays it to us separately, within the term stated on the invoice.

Article 15. Suspension and termination

15.1 We may suspend or remove an organisation with immediate effect where:

• a payment to the payment institution, to a seller or to us is not made in time;
• the organisation or a beneficial owner appears on a sanctions list, or article 12 is breached;
• we have reasonable grounds to suspect fraud, counterfeit goods or another unlawful act;
• information given to us proves false or is not kept current;
• article 10 or article 11 is breached;
• a dispute is found to have been filed in bad faith or on false evidence;
• the organisation ceases to exist, is dissolved, applies for suspension of payments or is declared bankrupt.

15.2 An organisation may close its account at any time by writing to [email protected].

15.3 A transaction that is open at the moment of suspension or closure is completed under these terms and the trade rules. The obligations of both parties in that transaction continue.

15.4 Decision records, transaction documents and the audit trail are kept for the retention period of article 24 whatever happens to the account. Articles 10, 11, 12, 13, 16, 32 and 33 survive the end of the account.

Article 16. Liability

16.1 Our liability towards an organisation, on whatever ground, is limited to the fees we received on the transaction concerned. Where no transaction is concerned, our liability is limited to EUR 5,000 per event or series of related events.

16.2 We are not liable for indirect or consequential loss, including lost profit, lost revenue, lost savings, loss of data, loss of goodwill or business interruption.

16.3 We are not liable for the conduct of a counterparty, the payment institution, a warehouse, a carrier, a connected system or its provider, or for a proposal by a language model that a person has confirmed.

16.4 The limits in this article do not apply where the loss is caused by our intent or deliberate recklessness.

16.5 The seller indemnifies us against every claim by a third party in connection with the goods it offers, including claims about counterfeit goods, product safety, intellectual property, recalls, labelling and the lawfulness of the sale in the destination.

Article 17. Changes to these terms

17.1 We may change these terms. We announce a change by mail to the owner of every organisation at least 30 days before it takes effect.

17.2 Continued use of the platform after the effective date is acceptance of the changed terms. An organisation that does not accept a change closes its account before that date.

17.3 A transaction that is open on the effective date stays under the version of the terms accepted at the moment the bid was accepted.

B. Sellers

Article 18. Warranties on every offer

18.1 For every offer you warrant that:

• you own the goods, or are entitled to sell them, free of liens, retention of title, pledges and other third party rights;
• the goods are authentic and not counterfeit;
• the goods are not the subject of a recall, a safety notice or a prohibition on sale;
• the goods may lawfully be sold and delivered into every destination the walls of the offer allow;
• the HS code, the composition and the origin per line are correct;
• the condition is described truthfully in the three condition facts and the fault note;
• the photos are representative of the goods as they are;
• the quantities, sizes and unit definition are correct and the goods are available at the warehouse named in the offer.

18.2 A buyer bids without inspection on your description, the condition facts, the photos and the logistics summary. Every error in them is yours.

Article 19. The walls are your instruction

19.1 You set the walls per offer: buyer groups, countries, channels, protection of your existing stockists, whether your identity is withheld until acceptance, and the payment boundaries within which a buyer may bid.

19.2 We apply the walls as you set them. What you allow is your choice and its consequences are yours. We do not advise on the walls beyond the defaults and the warnings the platform shows.

19.3 An offer with fewer eligible buyers than the minimum the platform shows cannot go live.

Article 20. Conditions for going live

20.1 Scanning needs the data processing agreement, which a seller accepts when it registers. An offer goes live only after your organisation has signed the invoicing mandate, and after the owner or the persons named in your sale approval policy have approved the offer.

20.2 Every offer is reviewed by a person on our side before it goes live. We may refuse or return an offer with a reason.

Article 21. Sale approval policy

21.1 You decide which persons in your organisation must approve an offer before it goes live and before a bid is accepted. The platform records every approval with the person and the moment.

21.2 We rely on the recorded approvals. An approval given through an account of your organisation binds your organisation.

Article 22. Acceptance and delivery

22.1 A bid remains open until the end of the bidding window plus the decision period, by default 3 calendar days. Within the decision period you accept, counter or decline. Silence is decline.

22.2 Acceptance is binding. At that moment the sale between you and the buyer is concluded, the purchase order is issued, the sales invoice is drawn up in your name and the buyer's premium invoice is issued. Fees are frozen at acceptance.

22.3 After acceptance you deliver per the trade rules: you supply the packing list and the loading photos before collection, and you ship the goods your warehouse releases on our instruction. A late shipment carries a penalty of 1 percent of the order value per week.

22.4 A short delivery of up to 10 percent is corrected pro rata on the sales invoice without further consequence. Above 10 percent the buyer may cancel the affected SKUs and a penalty applies per the trade rules.

22.5 Every sale is final. After acceptance you do not withdraw, and a buyer does not return, other than through the receiving report and the dispute procedure of the trade rules.

Article 23. Verification with the payment institution

23.1 To receive a payout on the institution's rail your organisation completes the verification of the payment institution: identity, beneficial owners and bank account. We do not conduct it and cannot shorten it.

23.2 A delay in the verification is yours. Money that waits at the institution because your verification is incomplete waits at your risk. We remind you; after 14 days our team follows up; after 60 days we give you written notice, and from that moment you cannot accept a new bid until the verification is complete.

23.3 The institution's terms govern the verification and the payout. We never restate them.

Article 24. Records and reporting

24.1 For every recommendation the platform makes to you, you receive a decision record and a narrative that explains it. You can export them at any time, together with the documents of every settled offer.

24.2 We keep decision records, transaction documents and the audit trail for 5 years from creation, or longer where the law of the country concerned requires it. They are not deleted inside that period, not even when your account is closed.

24.3 The export is your own evidence for your documentation duty. It is not legal advice and it is not a certificate of compliance. Whether it satisfies a duty that applies to you is for you to assess.

24.4 We report to you the realised value of every offer and the destination of the goods where the buyer has reported it.

C. Buyers

Article 25. Screening

25.1 To be admitted you supply the details of your organisation, its VAT number, evidence of your sales channels and a written brief describing what you buy and where you sell.

25.2 We verify the VAT number against VIES, screen the organisation and its beneficial owners against sanctions lists, and assess the channel evidence and the brief. We may ask for more.

25.3 We decide whether, when and with what limits you are admitted. We do not have to give a reason. Admission gives no right to see any particular lot. Which lots you see follows from the walls the seller set and from our internal classification, which is not disclosed.

25.4 You keep your details, your channel evidence and your brief current. A change of channels, of ownership or of destination markets is reported to us before your next bid.

Article 26. Bidding

26.1 You bid per the trade rules. A bid is an amount in euro for the whole lot under a payment term within the boundaries the lot allows. The term binds together with the amount.

26.2 A bid is binding and irrevocable from the moment it is placed until the end of the bidding window shown with the lot plus the decision period, by default 3 calendar days. It cannot be withdrawn, changed or made conditional. A new bid replaces the earlier one only where the trade rules allow it.

26.3 You bid blind and without inspection, on the description, the three condition facts and the fault note, the photos and the logistics summary. You do not see the reserve, other bids or the number of other bidders. A lot may be sold to another bidder or not sold at all.

26.4 We may set a ceiling for your organisation, on the amount, on the payment term or on both. A bid outside the ceiling is refused. We tell you that it was refused; we do not explain the ceiling.

26.5 Acceptance by the seller concludes the sale between you and the seller. Every sale is final. There is no return, no refund and no cancellation after acceptance other than through the receiving report and the dispute procedure of the trade rules.

Article 27. Payment

27.1 On the institution's rail you pay the whole order in one payment to the payment institution at checkout, within 5 working days after acceptance. You accept the institution's terms at checkout. The goods are released only after the institution confirms the payment.

27.2 On the direct rail you pay the seller to the IBAN on the sales invoice, with the payment reference, within 7 days after the invoice date, or per the instalments of the accepted term. Goods are released only after every instalment that is due before release has been received.

27.3 A missed payment deadline expires the hold or the order, carries a penalty of 3 percent per month on the unpaid sales invoice and leads to suspension of your organisation.

27.4 Our premium invoice of 3 percent is paid out of your payment to the institution on the institution's rail. On the direct rail you pay it to us separately, within the term stated on the invoice.

Article 28. Collection, insurance, customs and import

28.1 Every lot is sold EXW at the seller's warehouse. You arrange and pay the collection. You collect within 3 working days after release; after that, storage is charged through to you.

28.2 Risk passes to you at collection. Insurance of every shipment is mandatory and is arranged and paid by you before collection.

28.3 Customs documents are generated from the line data of the lot. Export formalities at origin where you are the exporter, import formalities, duties and taxes in the destination, and compliance with the product rules of the destination are yours.

28.4 You do not deliver or resell the goods into a destination or a channel the lot excludes.

Article 29. Destination reporting

29.1 Where the lot requires it, you report after delivery where the goods ended up: the country, the type of channel and whether they were resold to a third party.

29.2 The report is due when we ask for it and stays open until filled. Not answering lowers your standing on the platform and the access you are given.

Article 30. Non circumvention

30.1 Article 11 applies to you in full. For 12 months after the identity of a seller is disclosed to you, you do not buy from that seller, directly or through an intermediary, goods that were the subject of the lot or comparable goods, other than through the platform.

30.2 A breach leads to immediate exclusion from the platform and to the penalty of article 11.4.

Article 31. No advice, no information about other bidders

31.1 Nobody on our behalf, and no language model on the platform, advises you on what to bid. Anything the platform shows you about a lot is a description, never a valuation or a recommendation.

31.2 You receive no information about other bidders, their bids or their number, before or after the window.

31.3 You have no claim against us for a bid that was not accepted, for a lot that was sold to another bidder, was withdrawn or was not sold, or for a lot you did not see.

D. Final provisions

Article 32. Disputes about a transaction

32.1 A dispute between a seller and a buyer about the goods delivered is handled under the dispute procedure of the trade rules. We decide it on the evidence both parties supply.

32.2 Both parties accept our decision as a binding advice within the meaning of article 7:900 of the Dutch Civil Code and instruct the payment institution, or each other on the direct rail, accordingly.

32.3 A party may contest the decision before the Rechtbank Amsterdam within 30 days after the decision. The decision is executed in the meantime.

Article 33. Law and court

33.1 These terms, the trade rules and every sale concluded through the platform are governed by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

33.2 The Rechtbank Amsterdam has exclusive jurisdiction over every dispute arising from these terms, the trade rules or a sale concluded through the platform, without prejudice to article 32.

Article 34. Language

34.1 These terms and the trade rules are drawn up in Dutch, English, German, French, Spanish and Italian. The English text prevails. The invoicing mandate is drawn up in Dutch, English, German, French, Spanish and Italian and its Dutch text prevails.

Article 35. Other provisions

35.1 If a provision of these terms is void or unenforceable, the other provisions remain in force. The void provision is replaced by a valid one that comes closest to its purpose.

35.2 A delay or omission by us in exercising a right is not a waiver of that right.

35.3 We may assign our rights and obligations under these terms to Unworn i.o. once incorporated and to a successor of our business. We inform you of the assignment. You may not assign your account or your rights under these terms without our written consent.

35.4 Notices to us are sent to [email protected]. Notices to you are sent to the mail address of the owner of your organisation.