Terms of Dropshipping Cooperation ARTGEIST limited liability company (Sp. z o.o.)

Welcome to the world of dropshipping with ARTGEIST! These Terms set out the rules of dropshipping cooperation with ARTGEIST limited liability company (Sp. z o.o.). They are designed to clearly and simply present your rights and obligations and what you can expect from us. Please read them carefully.

Who are we?

These Terms set out the rules of dropshipping cooperation between:

ARTGEIST limited liability company (Sp. z o.o.) (Supplier)

• Company details: ARTGEIST Sp. z o.o., registered office: Gen. W. Sikorskiego 26, 53-659 Wrocław, Poland.
• Registration: National Court Register (KRS) 0000350602, Tax Identification Number (NIP) 7262622485.
• Our role: We are responsible for delivering products directly to your End Customers.

Partner (You)

• Your role: You are an entrepreneur who sells our products in your Online Store or on a marketplace platform in the dropshipping model. By accepting these Terms, you agree to cooperate with ARTGEIST under the rules described below.

To make sure we’re speaking the same language

To avoid misunderstandings, we explain below the key terms used in these Terms:

• Dropshipping – a service in which the Supplier (ARTGEIST) ships products directly to your End Customer after you (the Partner) have sold them in your Online Store.
• Supplier – ARTGEIST Sp. z o.o., providing the products.
• Partner – you, conducting business activity and selling our products in your Online Store or on a marketplace platform. You accept these Terms by commencing cooperation.
• Product – home furnishing and decoration goods from our commercial offer.
• End Customer – a person who purchased a Product from you (the Partner) via your Online Store or a marketplace platform.
• Product ID (SKU) – the unique number we assign to each Product. It is required to place an order.
• Online Store – the online platform through which you sell our Products, including your sales accounts in social media.
• Marketplace platform – an external online sales platform that allows you to offer and sell our Products within the Partner’s account.
• System – our system for handling orders and cooperation: https://en.artgeist.biz/
• Partner Account – your access to the System, through which you, among other things, place orders.
• Integrator – a system for integration and assortment updates in your Online Store or marketplace platform.
• Business Days – weekdays from Monday to Friday, excluding Saturdays, Sundays and public holidays in Poland.

3. What does our cooperation involve?

These Terms set out the detailed rules of business cooperation between ARTGEIST (the Supplier) and you (the Partner) in the sale of Products. Cooperation takes place mainly in the Dropshipping model.

3.1. Obligations of ARTGEIST (the Supplier)

• We make our Products available to you for sale in your Online Store or on a marketplace platform.
• If an End Customer purchases a Product — we sell the Product to you and ship it directly to the End Customer.
• We may also ship Products directly to your business address or another address indicated by you.
• We provide you free of charge:
  • Product feeds (.xml or .csv) with data on Products (title, photos, price, etc.).
  • Automatic integration of Products via the Integrator, if your e-commerce system supports it.

3.2. Obligations of the Partner

• You settle all payments due to ARTGEIST on time under these Terms.
• If you are at least 7 days late with payment, we have the right to suspend order processing until full payment is made.
• If we provide you with an updated product file, you will promptly implement it in your Online Store or marketplace platform.
• You will promptly remove from your offer any Products or designs that we withdraw. We will inform you of such changes with two weeks’ notice.

If you fail to do this on time, we are not responsible for the consequences.

4. Use of our Artwork and brand

We grant you permission to use our artwork, designs, visualizations and photos (“Artwork” or “Works”) for the purpose of carrying out our cooperation. You may place them in offers, catalogues, advertisements, in your Online Store and elsewhere, in accordance with these Terms.

4.1. Key licence rules

• You may use the Artwork solely to promote and increase sales of the Supplier’s Products.
• You are obliged in every case to clearly and visibly indicate the Supplier as the manufacturer of the Products in the Product description. You may use the name “artgeist” or our trademark.
• The use of our trademark without consent is subject to a contractual penalty of PLN 10,000 for each infringement.
• You may not take any actions contrary to the terms of the licence granted.

4.2. Artwork from Adobe Stock

• Some Artwork originates from Adobe Stock. Your right to use it is limited by the Adobe Stock licence terms available at: https://stock.adobe.com/pl/license-terms.
• You must read and accept those terms and you are responsible for complying with them.
• If you have any doubts about the origin of the Artwork, we will provide information upon request.
• If you violate the Adobe licence terms, you bear sole responsibility.

4.3. Liability for intellectual property infringements

• We are not responsible for prints made from files provided by you or the End Customer.
• If third parties bring claims against ARTGEIST due to an intellectual property infringement related to the Artwork arising from your act or omission, you undertake to promptly indemnify us and settle all liabilities.
• If we incur costs or damages on that account, you will reimburse them upon our first demand.
• If third parties bring claims against you and the cause is our defective statements regarding rights to the Artwork, we undertake to hold you harmless and join the proceedings.
• If a court awards final damages to a third party, we will cover those costs. This does not apply to settlements to which we did not consent.

5. Placing orders and payments

5.1. Order process

• The End Customer purchases a Product in your Online Store or via a marketplace platform.
• You (the Partner) submit to us a standardized order file via the Partner Account in the System containing:
  • Product ID and quantity.
  • Delivery address for the Product.
  • A unique order number.
  • Optional: contact details for shipment.
• You bear sole responsibility for the correctness of the order placed. If the order file contains errors (e.g., in the Product ID or delivery address) and the order is processed, you bear all costs related to the erroneous order.

5.2. Payments

• Bank transfer prepayment: If we have agreed on a prepayment, after placing the order you will receive an email notification with an order summary and the payment details.
• PayPal or PayU prepayment: Upon receipt of the order, we will generate and send you a payment link.
• No cash on delivery (COD): We do not process COD orders.
• Trade credit: Deferred payment terms may be available for regular Partners, subject to individual arrangements.

Orders are accepted for processing after verification and posting of the payment.

6. Order fulfilment and delivery

6.1. Lead time

• The lead time is calculated from the day following the day on which the order was accepted (see Section 5.2) until the moment the Products are handed over to the courier.
• Lead times are up to 5 Business Days.
• You are obliged to include in your Online Store or marketplace platform information on our lead times.

6.2. Delivery

• Shipment is carried out via a courier company selected by us. We are not liable for delays in delivery.
• You are fully responsible for contact with the End Customer regarding orders and delivery.
• Courier notifications on delivery status are sent to your e‑mail address. Notifications can also be sent directly to the End Customer if you inform us accordingly.

6.3. Damage and loss in transit

• ARTGEIST is liable for damage, destruction or loss of Products caused by improper packaging or labelling on our part.
• In the event of loss or damage of Products in transit, we will resend a new Product provided that the courier’s damage protocol is completed in the presence of the courier or — in case of a parcel left at the address — within 24 hours of its delivery, together with photos of the damaged Product and packaging. We cover the costs of reshipment in such a case.

6.4. What if delivery is not collected or is refused?

If the End Customer does not collect the parcel and it returns to our warehouse, we will inform you. Depending on the reason:

• Courier’s fault — we resend the Product. We cover the reshipment costs. Reference to courier fault is not possible if no telephone number and e-mail address of the End Customer were provided.
• Other reason (no courier fault) and the Customer wants the Product — we resend the Product. You (the Partner) cover the costs of the return and the reshipment.
• The Customer intentionally did not collect (withdrawal from purchase) — we consider this a withdrawal from the sales contract. You (the Partner) confirm this within 3 days from the date the Product returned to our warehouse.
• If none of the above applies or at the Partner’s request — the returned Product may be sent to your business address at your cost and risk.
• We do not cover the cost of returning the Product to the warehouse. Contact and final settlement with the End Customer rests with the Partner.

7. Product prices

• We sell Products to the Partner at net partner prices available in the System, in the “Price list” tab.
• We reserve the right to modify the price list and delivery costs. We will inform you of changes 14 days in advance.
• You set End‑Customer prices independently. We do not influence your final prices or margins.

8. What if a Product is defective?

• We declare that all Products are brand-new and free from physical and legal defects.
• We grant you a 24-month quality warranty for our Products.
• The Parties exclude the statutory warranty for defects towards the Partner.
• We make every effort to ensure that the photos of the Products accurately reflect their actual color. However, due to differences in monitor and device settings (brightness, contrast, saturation, etc.), slight color variations may occur, which do not constitute a defect of the Product.
• We are not responsible for unsatisfactory print quality if the print is based on a file provided by you or the End Customer. Personalized Products are not subject to return.

8.1. Complaint procedure

• The End Customer submits a complaint directly to you (the Partner).
• You (the Partner) immediately inform us by e-mail (returns@artgeist.com, subject: COMPLAINT + order number) of the complaint.
  • If the defect is visual, you attach photos of the Product and packaging.
  • If the defect is other than visual, the complained Product must be sent to our warehouse for assessment.
• We have 14 days to process the complaint from the date of receipt of the e-mail notice or of the Product.
• If we consider the complaint justified, at our discretion we will repair, replace with a new Product, reduce the sales price or refund the price together with the shipping costs to the End Customer.
• We cover the cost of shipping the new/repaired Product under the warranty. If the complaint is rejected, you cover the costs of sending the Product back to the End Customer.
• The warranty does not exclude the End Customer’s rights under statutory warranty. You are obliged to inform us of any claims from third parties.

9. Product returns

If the End Customer withdraws from the sales contract, we (ARTGEIST) are not obliged to accept the Product and refund the price paid.

• We do not cover the cost of returning the Product.
• Contact and final settlement with the End Customer rests with you.

10. Who is responsible for what?

• ARTGEIST (the Supplier) is not a party to the sales contract concluded between you (the Partner) and the End Customer. All settlements under that contract take place between you. The End Customer’s exercise of rights and obligations takes place without our involvement.
• The Product is deemed delivered to you at the moment it is delivered to the End Customer by the courier selected by us (in the dropshipping model) or at the moment it is handed over to the courier selected by you (if shipment is made on your order).

10.1. Force Majeure

• Neither ARTGEIST nor the Partner is liable for the consequences of force majeure (e.g., fire, flood, pandemic, armed actions). The party affected must promptly inform the other Party within 3 days of the occurrence.

10.2. Exclusions of ARTGEIST’s liability

• ARTGEIST is not liable for non-performance or improper performance of an obligation if it was caused by acts of third parties for whom you (the Partner) or the End Customer are responsible.
• ARTGEIST is not liable for damage on your side (the Partner) in connection with our refusal to process an order or suspension of its processing, to which we are entitled under these Terms. Exercising these rights does not exclude our other rights.

11. Personal data protection of End Customers (GDPR)

• The Partner is the Controller of the data, and we (the Supplier) are the Processor.
• You declare that you collected the data in accordance with the GDPR and have a legal basis for their processing.
• Data will be processed by us solely for purposes related to the performance of these Terms (production and shipment of the Product) and for legal obligations.
• We process ordinary data: first names, surnames, e-mail addresses, delivery addresses, telephone numbers.
• Data are processed in electronic form.
• You consent to our entrusting data to other entities (subcontractors). We will inform you about planned changes in the System and you have the right to object within 7 days.
• ARTGEIST (the Supplier) ensures an appropriate level of data protection and bears full responsibility for failure by our subcontractors to meet their obligations.
• We undertake to:
  • Process data only on your documented instructions.
  • Train our personnel and bind them to data confidentiality.
  • Secure data with appropriate technical and organisational measures.
  • Assist you in fulfilling your obligations under the GDPR (e.g., responding to data subjects’ requests).
  • Return or delete the data after the end of cooperation, unless the law requires their storage.
  • Provide you with information necessary to demonstrate compliance.
  • Notify you of personal data breaches without undue delay and no later than within 72 hours.

We will not transfer or process personal data outside the EEA without your explicit consent.

12. How do we communicate?

12.1. Contact e-mail addresses

• ARTGEIST (us):
  • Accounting: invoice@artgeist.biz
  • Order handling: info@artgeist.biz
  • Complaints and returns: info@artgeist.biz
  • Marketing and information communication: dropshipping@artgeist.com
  • Other correspondence: to your current account manager.

12.2. Electronic documents

• VAT invoices, duplicates, corrections and other accounting documents will be sent electronically in PDF format from our e-mail address to your address.
• You undertake to accept electronic documents.
• If your e-mail address changes, you must inform us. Otherwise, correspondence sent to the last correct address will be deemed duly delivered. We are not responsible for your errors in the address or for the storage of invoices.

13. We protect our information

• ARTGEIST and the Partner undertake to maintain strict confidentiality of all information and materials obtained during cooperation that have economic or commercial value or constitute a trade secret.
• Neither you (the Partner) nor we (ARTGEIST) will disclose such information to third parties or use it for purposes other than the performance of these Terms.
• The confidentiality obligation does not apply to information whose disclosure is required by law, requested by authorities, is publicly known, or was obtained from a third party not bound by confidentiality.
• The confidentiality obligation binds ARTGEIST and the Partner after termination of cooperation for a period of 12 months.

14. Term and termination of cooperation

• Cooperation under these Terms begins upon their acceptance by the Partner during registration in the System.
• The cooperation is indefinite.
• Each Party has the right to terminate cooperation under these Terms with one month’s notice effective at the end of a calendar month.
• Cooperation automatically ceases if you (the Partner) do not place an order for a period of 12 months.

14.1. ARTGEIST’s right to immediate termination

ARTGEIST has the right to terminate cooperation with immediate effect in the following cases:

• Delay in payment of VAT invoices for at least 14 days.
• Breach by you (the Partner) of the provisions regarding the use of our Artwork and brand (Section 4), in particular exceeding the scope of the licence.
• Occurrence of force majeure preventing order fulfilment.

14.2. Obligations after termination of cooperation

• Upon termination of cooperation (with notice), you undertake to remove all our Artwork and other items provided to you. You have until the last day of the validity of the Terms to do so.
  • If you fail to fulfil this obligation, we are entitled to a contractual penalty of PLN 500 for each day of the breach.
  • The right to charge the penalty continues despite the expiry of the notice period.
• If cooperation ceases automatically or is terminated immediately, you have 7 Business Days to remove the Artwork.
• A statement on termination of cooperation may be submitted electronically.

15. Anything else?

• We have the right to unilaterally amend the Terms, including product files, price lists, delivery costs and lead times. We will inform you of changes at least 14 days in advance. If you file an objection, the agreement will terminate automatically.
• ARTGEIST and the Partner undertake to promptly inform each other of changes to the details provided in the document. Failure to inform of a change of e-mail or postal address results in actions taken using the old details being deemed effective.
• Contractual penalties charged do not preclude seeking full damages under general rules.

15.1. Governing law and dispute resolution

• These Terms are governed by Polish law and subject to the jurisdiction of Polish courts.
• Matters not regulated herein are governed by the Civil Code and other applicable provisions of Polish law.
• In the event of disputes, ARTGEIST and the Partner will seek an amicable resolution. If no agreement is reached, all disputes will be resolved by the Polish court with local and subject‑matter jurisdiction over ARTGEIST’s registered office, under Polish law.