INTRODUCTION

ROSS4GLOBAL.COM is a B2B PORTAL created, designed and operated by THE RAINBOWIDEA SRL.

For a cooperation with THE RAINBOWIDEA, the terms as stated in below documents do apply.

1. Terms of use B2B PORTAL ross4global.com

1. Service Provider

1.1 Contracting entity

These Terms and Conditions (hereinafter the “Terms”) govern the access to and use of the website available at ross4global.com, the online shop available at https://ross4global.com/shop-home/, and any other related domains and/or subdomains, content, products, and services made available by or on behalf of the Service Provider.

1.2 Service provider details and references

The provider of the Website, Platform, and Services is THE RAINBOWIDEA SRL (hereinafter the “Service Provider”), a limited liability company registered in Romania, having its registered address at Iasomiei St, 2, villa 15, Voluntari, Ilfov County, 077190, Romania, Company no. J2019005332234, EU VAT ID: RO41963008.

For the purposes of these Terms, the Service Provider shall be referred to as “ROSS”. Any reference to “you”, “your” or “Customer” means the business, legal entity, organization, institution, public authority, non-profit entity, sole trader, professional, or other person accessing or using the Website, Platform, or Services, creating an account, placing an order, requesting a quotation, entering into a subscription, or otherwise contracting with ROSS in all cases on behalf of a legally established business, entity, organization, institution and/or authority.

1.3 Contact details

ROSS may be contacted in connection with the Website, Platform, Services, orders, subscriptions, customer accounts, notices, complaints, or matters relating to these Terms at ross@rainbowidea.com. In case of questions, technical issues or errors encountered, enquiries, complaints regarding an order placed on the Platform, you may need to provide or be further asked to provide by ROSS the Customer’s company name, and where applicable account details, order reference, invoice reference, and a clear description of the request or issue.

1.4 Website, Platform, and Services

For the purposes of these Terms,

• “Website” means ross4global.com and, where the context so requires, any public-facing pages, content, or information made available through that domain;
• “Platform” means the online shop available at https://ross4global.com/shop-home/ operated by ROSS;
• “Services” means the products, promotional merchandise procurement tools, product customization, sourcing, ordering functions, subscriptions, customization services, account management, procurement tools and management, and related software-enabled commercial services and/or features, including subscription-based services and pricing models, made available on the Website or Platform.

1.5 Capacity and B2B use

ROSS provides the Website, Platform, and Services on a business-to-business basis. By accessing or using the Website, Platform, or Services, the Customer represents that it is acting for purposes relating to its trade, business, craft, profession, institutional activity, governmental activity, non-profit activity, or organizational operations, and not as a consumer for personal, household, or private purposes.

ROSS may request and/or confirm information that is reasonably necessary to verify the Customer’s business capacity, including company details, registration information, VAT or other tax identification details, business contact information, or purchase authorization. ROSS reserves the right to refuse, suspend, or cancel access to the Website, Platform, or Services, or to reject or cancel any order, where ROSS reasonably believes that the relevant user or Customer is acting as a consumer or has provided inaccurate or misleading information regarding its capacity. Nothing in these Terms shall however operate to exclude, restrict, or waive any mandatory rights that may apply under applicable consumer protection laws where, notwithstanding the foregoing, a user is acting as a consumer.

2. Scope of Services

2.1 Platform and Services

ROSS operates the Platform as a business-to-business promotional merchandise platform, Through the Platform, ROSS provides access to Services, subject to these Terms.

2.2 Promotional products and merchandise

ROSS enables Customers to browse, source, request, configure, purchase, and manage orders for promotional products, branded merchandise, corporate gifts, marketing materials, event merchandise, employee engagement items, and related goods made available through the Platform or otherwise sourced by ROSS. Product availability, specifications, minimum order quantities, production methods, prices, lead times, delivery options, and other commercial terms may vary by product, supplier, destination, customization requirements, and Customer-specific arrangements.

2.3 Customization and branding services

The Services may include the customization of products, including without limitation logo imprinting, printing, engraving, embroidery, embossing, debossing, labelling, packaging customization, color matching, layout preparation, artwork adaptation, design placement, proofing, and related production coordination services. Any customization shall be based on the artwork, trademarks, logos, brand materials, instructions, specifications, approvals, and other content provided by the Customer. ROSS has no obligation to verify the legal ownership, validity, registrability, accuracy, completeness, or permitted use of any Customer-supplied branding, artwork, marks, images, claims, regulatory statements, or other materials.

2.4 Procurement management services

The Platform may support procurement-related processes, including without limitation quotation requests, product comparisons, order approvals, budget management, purchasing workflows, account-level permissions, order history, reporting, supplier coordination, shipment tracking, invoicing support, re-ordering, and centralized merchandise program management. The availability and configuration of such procurement features may depend on the Customer’s account type, subscription plan, jurisdiction, integration requirements, and any separate written agreement entered into with ROSS.

2.5 SaaS-based services

Certain Services may be provided on a software-as-a-service basis, including access to online account dashboards, ordering portals, catalogues, approval workflows, procurement tools, pricing features, reporting tools, brand asset management features, integrations, and other digital functionality made available by ROSS from time to time. ROSS grants Customers a limited, non-exclusive, non-transferable, revocable right to access and use such SaaS-based Services solely for their internal business purposes and strictly in accordance with these Terms, any applicable subscription terms, and any written agreement between the Customer and ROSS.

2.6 Subscription-based services and pricing

ROSS may offer subscription-based access to certain Services, pricing structures, account features, preferred commercial terms, procurement tools, service levels, product catalogues, or other benefits. Subscription plans are subject to additional terms as set out below and/or presented in the Platform.

2.7 Global availability and regional focus

The Services may be made available to Customers globally, with a particular operational and commercial focus on the Europe, Middle East, and Africa region. Availability of products, suppliers, payment methods, shipping options, production capabilities, delivery timelines, compliance requirements, and service features may differ by country, region, Customer location, delivery destination, applicable law, and logistical feasibility. Although best efforts for availability will be made by ROSS, ROSS cannot guarantee that all products or Services will be available in every jurisdiction or for every delivery destination.

2.8 Third-Party suppliers and service providers

In providing the Services, ROSS may rely on third-party manufacturers, distributors, suppliers and/or subcontractors. ROSS may coordinate, procure, manage, or facilitate the supply of products or related services through such third parties. ROSS reserves the right to select, replace, or subcontract suppliers and service providers at its discretion, remaining responsible for performing its obligations towards the Customer in accordance with these Terms and any applicable written agreement.

2.9 Quotations, orders, and product information

Product descriptions, images, specifications, availability, pricing, delivery estimates, and other information displayed on the Platform or communicated by ROSS are provided for general commercial reference and may be subject to change prior to order confirmation. Any quotation, proposal, estimate, or product recommendation issued by ROSS shall be non-binding unless expressly stated to be binding or until accepted and confirmed in accordance with the applicable ordering process. ROSS may reject, cancel, or require modification of any order where products are unavailable, pricing or product information contains an error, customization is technically unfeasible, customer-provided materials are unsuitable or unlawful, payment authorization is not obtained, or fulfilment would violate any applicable law or these Terms.

2.10 Customer accounts and Authorized Users

Where the Customer is required to create an account, the Customer shall be responsible for its account security and all activity conducted through its account and order or action made through the Customer’s account shall be deemed authorized by the Customer, (“Authorized Users”)

2.11 Customer Materials and approvals

The Customer is solely responsible for providing accurate, complete, lawful, technically suitable, and timely materials and instructions required for the performance of the Services, including artwork files, logos, branding guidelines, product specifications, delivery details, invoicing information, and approval decisions. Where ROSS provides digital or physical proofs, mock-ups, samples, layouts, or previews, production may not commence until the required approvals have been provided. Approval by the Customer constitutes confirmation that all content, placement, spelling, colors, dimensions, quantities, delivery details, and other specifications are correct and acceptable, subject to normal production tolerances.

2.12 Service modifications

ROSS may modify, update, enhance, suspend, discontinue, replace, or restrict any part of the Platform or Services from time to time, including product catalogues, features, subscription plans, supplier networks, pricing structures, service descriptions, technical functionality, or geographic availability. Such changes shall not affect confirmed orders except where required by law, supply constraints, safety concerns, force majeure events, or circumstances outside ROSS’s reasonable control.

3. Types of users and subscriptions

3.1 User categories

The Website, Platform, and Services are available to different categories of Customers and Authorized Users, depending on the access level, subscription plan, commercial arrangement, account configuration, and eligibility criteria.

Currently, the main user categories available through the Platform are:

• Start-up Customers
• Scale-up Subscription Customers and
• Enterprise Subscription Customers.

Access to specific product catalogues, pricing, procurement features, payment methods, invoicing channels, service levels, and related functionalities may vary according to the applicable user category or subscription plan.

3.2 Business eligibility

All user categories are intended exclusively for B2B use according to Art. 1.5 above.

3.3 Start-up users

Start-up Users may access the Website, Platform, and Services without purchasing a subscription, subject to the access limitations, product availability, ordering conditions, and technical restrictions determined by ROSS from time to time. Start-up Users may be permitted to browse or purchase a limited selection of products and may place one-off orders only, without access to subscription-based discounts, subscription benefits, extended catalogue access, enterprise procurement functionalities, or other benefits reserved for subscription Customers. Start-up Users must pay the full applicable product price, customization charges, shipping costs, taxes, duties, and any other applicable fees at checkout before the relevant order is accepted or processed.

3.4 Scale-up Subscription

ROSS may offer a Scale-up Subscription plan for eligible Customers requiring broader catalogue access and enhanced procurement-related functionalities. Unless otherwise stated on the Platform, the Scale-up Subscription is subject to a monthly subscription fee of EUR 1,000, payable in accordance with the payment methods made available by ROSS for this subscription tier. During the active subscription period, Scale-up Subscription Customers may receive a negotiated discount (%) on products made available by ROSS under the applicable catalogue for this subscription tier, and access to enterprise procurement options, which may include purchase order workflows, invoicing arrangements, approval processes, account-level procurement support, platform integrations, supplier coordination, reporting, or other enterprise features made available by ROSS on the Platform from time to time.

3.5 Catalogue access

Access to the standard catalogue, full catalogue, or any product category within the Platform does not guarantee that a particular product will be available, suitable, lawful, deliverable, customizable, or purchasable in all jurisdictions or for all delivery destinations. Product availability remains subject to supplier availability, minimum order quantities, technical feasibility, production capacity, applicable law, import and export restrictions, stock levels, customization requirements, and ROSS’s order acceptance process. ROSS may add, remove, replace, restrict, or modify catalogue items at any time without liability, provided that such changes shall not affect confirmed orders except as otherwise permitted under these Terms.

3.6 Enterprise Subscription / procurement options

Enterprise procurement options may include features designed to support corporate purchasing processes, including purchase order handling, invoice routing, customer-specific procurement procedures, approval workflows, consolidated account management, reporting, integration with third-party procurement systems, or invoicing through third-party procurement platforms such as Ariba or Coupa, where applicable. Such features are subject to technical availability, prior configuration, Customer eligibility, third-party platform requirements, and ROSS’s acceptance. ROSS does not undertake in any way or guarantee compatibility with all procurement systems, ERP systems, marketplace portals, invoicing platforms, or customer-side procurement environments.

3.7 Subscription payments

Guest Users and Start-up Start-up Users and Scale-up Subscription Customers must pay all applicable amounts upfront through the online checkout process using the payment methods made available by ROSS on the Platform. ROSS may process online payments through third-party payment processors, including Stripe, and payment processing may be subject to the relevant third-party processor’s terms, conditions, authentication procedures, anti-fraud controls, privacy policy and payment security requirements. ROSS shall not be responsible for delays, refusals, authentication failures, or processing errors attributable to the Customer’s payment provider, card issuer, bank, payment processor, or incorrect payment information supplied by the Customer.

Scale-up Subscription Customers may be permitted to use the payment methods available to the Guest Users and Start-up Users or by purchase order, subject to ROSS’s approval, account status, credit assessment, internal payment policies, and pre-agreed procurement arrangements. Acceptance of a purchase order does not constitute acceptance of any terms and conditions contained in, attached to, or referenced by such purchase order, unless expressly agreed in writing by ROSS. Any conflicting or additional purchase order terms are hereby rejected and shall have no effect, except to the extent expressly accepted by ROSS in a written agreement signed or otherwise expressly approved by ROSS.

3.8 Invoicing

ROSS may issue invoices electronically by email and, where applicable and agreed, through supported enterprise procurement or invoicing platforms, including Ariba or Coupa. The Customer is responsible for providing complete and accurate billing information, purchase order details, tax identification information, invoicing platform requirements, and any other information reasonably required for invoicing. Delays caused by incomplete, inaccurate, or late Customer-provided billing or procurement information shall not relieve the Customer from its payment obligations.

3.9 Activation of subscriptions

A subscription shall be deemed activated when ROSS confirms the subscription through the Platform or by email. ROSS may withhold activation until payment has been received or authorized, required business verification has been completed, and any applicable onboarding, procurement, or invoicing requirements have been satisfied.

3.10 Subscription term and renewals

Each subscription term begins on the activation date and continues for the applicable period. Renewal options may be made available through the Platform or invoiced separately. Any automatic renewal mechanism shall be subject to these Terms as applicable at the time of renewal.

3.11 No refunds after activation

Subscription fees are non-refundable once the subscription has been activated, except where a refund is expressly agreed by ROSS. The Customer acknowledges that subscription benefits, pricing access, catalogue access, procurement functionality, and account configuration may become available immediately upon activation and that the subscription fee reflects immediate access to such benefits during the applicable subscription period, irrespective of the Customer’s actual usage volume, order frequency, or savings.

3.12 Suspension or restriction of subscription benefits

ROSS may suspend, restrict, or withhold subscription benefits, catalogue access, discounts, order processing, enterprise procurement options, or account functionalities where:

• payment is overdue, refused etc.;
• required information is incomplete or inaccurate;
• the Customer breaches these Terms;
• fraud, misuse, unauthorized access, or unlawful activity is notified or suspected;
• legal or security necessity.

3.13 Modification of plans and pricing

ROSS reserves its right to modify the types of users and subscriptions, applicable subscription fees or periods, benefits, catalogues, access levels, user categories, procurement features, payment methods, invoicing options, eligibility requirements, and other subscription terms. Any change impacting an existing active subscription shall apply only starting with the next renewal period or for a new subscription term. Any changes to subscription pricing or subscription benefits shall be subject to prior notice by ROSS either through the Platform, by email, in an invoice, or by any other reasonable means.

4. Order process and contract formation

4.1 Order submission

Customers may submit orders through the Platform in accordance with these Terms, ensuring that all information submitted by Customers in connection with an order such as product selections, quantities, customization requirements, artwork, delivery details, billing information, tax information, purchase order details, and any internal procurement references are accurate, complete, lawful and properly authorized. ROSS shall be entitled to rely on the information provided by the Customer when processing, pricing, producing, invoicing, and fulfilling an order.

4.2 Acceptance and contract formation

A contract for the relevant order is formed only when:

(a) the Customer has submitted the order; and

(b) payment has been successfully completed, authorized, confirmed, or, in case of Scale-up Subscription Customers, the relevant purchase order or payment arrangement has been accepted or confirmed by ROSS; and

(c) ROSS has confirmed or approved the order.

Automated acknowledgements, checkout confirmations, payment processing notifications, or receipts shall not constitute confirmation of an order if further review, approval, confirmation or purchase order acceptance is required.

4.3 Order review, verification, approval and changes

Each order remains subject to the applicable order process, product availability, payment or credit approval, customization approval, delivery feasibility, and confirmation by ROSS.

ROSS may review any order for availability, pricing, technical feasibility, customization requirements, delivery feasibility, payment status, eligibility, procurement information, supplier requirements, and compliance with these Terms and may request additional information when reasonably necessary to process an order.

Where an order involves customization, the provisions in Art. 6 below shall apply.

Requests for amending an order after submission shall be subject to approval by ROSS and may be refused where production, procurement, customization, shipment, invoicing, or supplier commitment has already commenced. In case of accepted changes, the Customer shall be required to accept revised pricing, lead times, delivery costs, minimum quantities, artwork requirements, or other conditions as a result of such changes.

4.4 Pricing errors

Where a pricing error is identified after order submission, ROSS may offer the Customer the option to proceed at the corrected price or cancel the affected order, unless cancellation is otherwise required or permitted under these Terms.

5. Pricing, fees, and payment

5.1 Prices and fees

Unless expressly stated otherwise, all prices and fees displayed on the Website or Platform, included in quotations, or otherwise communicated by ROSS are stated in euro (EUR, €) and are exclusive of VAT. The reverse charge mechanism shall apply where the Customer provides a valid EU VAT ID confirmed by ROSS and the legal conditions for reverse charging are met.

The Customer shall bear all applicable taxes and charges arising out of its orders, such as shipping charges, storage fees, special handling fees, rush production, artwork preparation, sampling, and any other applicable taxes, duties, levies, costs, or charges. Such amounts may be added at checkout, included in an invoice, or otherwise charged to the Customer.

5.2 Pricing errors and adjustments

ROSS uses reasonable efforts to ensure that pricing information is accurate; however, errors may occur. ROSS may correct pricing errors and may amend, reject or cancel affected orders in accordance with Art. 4.4 above.

5.3 Payment due date and non-payment

If payment is not completed at checkout, all invoiced amounts shall be payable by the due date stated on the invoice or accepted purchase order. If payment is late, refused, reversed, disputed without reasonable basis, or subject to chargeback, ROSS may suspend order processing, withhold delivery, restrict access to the Platform or Services, suspend subscription benefits, require prepayment for future orders, and/or exercise any other rights available under these Terms or applicable law.

5.4 No set-off

The Customer shall pay all amounts due to ROSS in full, without set-off, deduction, counterclaim, withholding, or suspension, except where such set-off, deduction, withholding, or suspension is expressly agreed in writing with ROSS.

6. Product customization

6.1 Custom products

Products made available through the Platform may be customized, personalized, branded, or otherwise produced according to the Customer’s specifications or instructions, including by logo imprinting, printing, engraving, packaging customization, or incorporation of other branding elements supplied by the Customer.

6.2 Customer Materials and rights

By submitting artwork, logos, trademarks, trade names, designs, images, text, brand guidelines, specifications, or other materials for use in connection with an order (“Customer Materials”), the Customer represents and warrants that it owns, controls, or has obtained all rights, licenses, consents, and authorizations necessary for ROSS, its suppliers, and subcontractors to use such materials for the fulfilment of the relevant order.

6.3 Approval of specifications

By approving an order, proof, mock-up, quotation, production file, product specification, or other customization instruction, the Customer confirms that all artwork, spelling, colors, positioning, dimensions, quantities, product selections, delivery details, and other specifications are accurate, complete, and acceptable. Production may proceed based on such approval.

6.4 Customer errors

ROSS shall not be responsible for errors, omissions, inaccuracies, low-resolution files, color deviations caused by unsuitable files or materials, spelling mistakes, layout issues, incorrect specifications, or design approval mistakes contained in or resulting from Customer-provided or Customer-approved materials, except to the extent directly caused by ROSS’s own error.

7. Delivery

7.1 Delivery timelines

Delivery dates, shipping estimates and fulfilment timelines communicated by ROSS are indicative only and not guaranteed. Timelines may vary depending on product availability, customization requirements, supplier capacity, destination, customs processing, carrier performance, and other operational factors outside ROSS’s reasonable control.

7.2 Delivery methods

ROSS may deliver products directly to the Customer, to a Customer-designated recipient, or to a carrier or logistics provider designated by or on behalf of the Customer. Partial deliveries may be made where reasonable or operationally necessary.

7.3 Transfer of risk

Unless otherwise expressly agreed in writing, risk of loss or damage to products transfers to the Customer upon delivery to the Customer, the Customer-designated recipient, or the Customer-designated carrier, as applicable.

7.4 Delays

ROSS shall not be liable for delays caused by suppliers, manufacturers, decorators, logistics providers, customs authorities, government authorities, Customer-side approvals, incomplete delivery information, Procurement Systems (see Art. 15 below) delays, or other circumstances outside ROSS’s reasonable control.

8. Returns and refunds

8.1 Customized products

Products customized, personalized, branded, made to order, or produced according to Customer specifications, including products bearing logos, branding elements, artwork, or other Customer Materials, cannot be returned, exchanged, or refunded, except in cases of proven non-conformity.

8.2 Non-conforming products

ROSS may accept a return, replacement, repair, credit, or refund only where the delivered products materially fail to match the confirmed order description or contain a manufacturing defect not attributable to Customer-provided materials, Customer instructions, normal production tolerances, misuse, storage conditions, or post-delivery handling.

8.3 Claims procedure, investigation and remedies

The Customer must notify ROSS in writing of any non-conformity within five (5) working days of delivery and provide reasonable supporting evidence, including photographs, a description of the issue, quantities affected, order reference, and any other information reasonably requested by ROSS. Failure to notify ROSS within this period may result in the products being deemed accepted, to the maximum extent permitted by applicable law.

ROSS may investigate any claim with the relevant supplier, manufacturer, decorator, or logistics provider. Where ROSS determines that products are non-conforming, ROSS may, at its reasonable discretion, offer replacement, credit, refund, or another commercially reasonable remedy. No products may be returned without ROSS’s prior written authorization.

9. Intellectual Property

9.1 ROSS Intellectual Property

All rights, title, and interest in and to the Website, Platform, Services, software, source code, object code, databases, interfaces, workflows, catalogues, product content, text, images, graphics, designs, trade names, trademarks, logos, layouts, and other materials made available by ROSS (“ROSS Materials”) are owned by ROSS or its licensors, and all such rights are reserved.

The Customer receives no rights regarding the Website, Platform, Services, or ROSS Materials, except for the right to use the Website, Platform, Services, or ROSS Materials only to the extent necessary to access and use the Services and always subject to and in accordance with these Terms.

9.2 Use of Customer Materials

The Customer retains ownership of its submitted Customer Materials and other Customer-provided content. The Customer grants ROSS, its affiliates, suppliers, and subcontractors a worldwide, non-exclusive, royalty-free license to use, reproduce, adapt, transmit, display, and otherwise process such content only to the extent necessary to provide the Services, produce customized products, manage and fulfil orders, and perform related obligations.

10. Acceptable use

10.1 Permitted use

The Customer shall use the Website, Platform, and Services only for lawful B2B purposes and in accordance with these Terms, applicable law, and any reasonable instructions issued by ROSS.

10.2 Prohibited conduct

The Customer shall not:

• upload, submit, or request production of unlawful, infringing, defamatory, misleading, obscene, discriminatory, hateful, unsafe, or otherwise inappropriate content;
• infringe third-party intellectual property or privacy rights;
• interfere with or disrupt the Website, Platform, Services, or related systems;
• attempt unauthorized access; introduce malware or harmful code;
• misuse discounts, subscriptions, accounts, or payment methods; or
• use the Services for fraudulent, deceptive, sanctions-restricted, or otherwise unlawful purposes.

10.3 Enforcement

ROSS may refuse orders, remove or reject content, suspend access, restrict account functionality, cancel orders, or terminate access where it reasonably believes that the Customer has breached this clause, these Terms, applicable law, supplier requirements, or platform security requirements.

11. Liability

11.1 Exclusion of certain losses

To the maximum extent permitted by applicable law, ROSS shall not be liable for any indirect, incidental, special, punitive, exemplary, or consequential losses or damages, including loss of profits, revenue, goodwill, business opportunity, anticipated savings, data, production time, or reputational harm, whether arising in contract, tort, negligence, statutory duty, or otherwise.

11.2 Liability cap

To the maximum extent permitted by applicable law, ROSS’s aggregate liability arising from or in connection with any order, subscription, Service, or use of the Website or Platform shall be limited to the specific amount paid by the Customer to ROSS for that order, subscription, or Service giving rise to the claim.

11.3 Platform availability

ROSS does not warrant that the Website, Platform, or Services will be uninterrupted, error-free, secure, compatible with all systems, or continuously available. ROSS may suspend or restrict access for maintenance, updates, security reasons, operational needs, legal compliance, or circumstances outside its reasonable control.

11.4 Rejection or cancellation of orders

ROSS reserves the right to reject, suspend, or cancel any order, in whole or in part, if:

• products or Services are unavailable;
• minimum order quantities or supplier conditions are not met;
• pricing, product information, or availability contains an error;
• payment is not completed and confirmed;
• purchase order information is incomplete or unacceptable; or
• customization is not technically possible, or Customer Materials (see 6.2 above) are unlawful, infringing, offensive, misleading, or otherwise unsuitable.

If an order is cancelled by ROSS after payment has been received, ROSS shall refund the amount paid corresponding to the cancelled portion of the order, unless non-refundable costs have already been incurred or where ROSS is entitled to retain any amounts. ROSS shall not be liable for any direct, indirect and/or consequential losses arising out from a rejected or cancelled order.

12. Force majeure

ROSS shall not be liable for any failure or delay in performing its obligations where such failure or delay results from events beyond its reasonable control, including supply chain disruption, supplier failure, production shortage, logistics disruption, customs delay, war, terrorism, civil unrest, strikes, labor disputes, epidemic, pandemic, natural disaster, fire, flood, energy shortage, cyber incident, government restriction, sanctions, import or export restriction, or failure of third-party systems or services.

Where a force majeure event occurs, ROSS may suspend performance, extend delivery or performance timelines, source alternative products or suppliers, cancel affected orders, or take other commercially reasonable steps to mitigate the impact of the event.

13. Privacy and data protection

13.1 Privacy policy

ROSS acts as a data controller when processing personal data necessary for providing the Services according to these Terms.

ROSS will be processing personal data in accordance with its Privacy Policy, available at ROSS Privacy Policy.

13.2 GDPR compliance

ROSS shall process personal data in accordance with Regulation (EU) 2016/679, the General Data Protection Regulation or “GDPR”, and national data protection laws.

To the same extent, the Customer shall ensure that any personal data submitted to ROSS is provided lawfully and that all required notices, consents, authorizations, or legal bases have been obtained according to GDPR. The Customer shall not provide personal data to ROSS unless such personal data is necessary for the relevant order or Service and has been collected and disclosed lawfully.

13.3 Procurement and account data

Where personal data is exchanged through Procurement Systems, account tools, ordering workflows, invoicing channels, or customer-support communications, such data shall be processed for purposes connected with account administration, order fulfilment, payment, invoicing, customer support, legal compliance, and provision of the Services.

14. Termination

14.1 Suspension or termination by ROSS

ROSS may suspend or terminate access to the Website, Platform, Services, account functionality, subscription benefits, or pending orders where the Customer breaches these Terms, fails to pay amounts when due, provides inaccurate account or billing information, misuses the Platform, infringes third-party rights, engages in unlawful conduct, or where suspension or termination is required for security, supplier, sanctions, compliance, or legal reasons.

14.2 Effect of termination

Termination or suspension shall not affect accrued payment obligations, confirmed orders already in production, rights and remedies accrued before termination, or provisions intended by their nature to survive, including provisions relating to payment, intellectual property, liability, data protection, governing law, and dispute resolution.

Cancellation, suspension, or termination of a subscription shall not entitle the Customer to a refund except where expressly agreed by ROSS.

15. Enterprise Procurement Systems

15.1 Procurement Systems

Where a Customer uses enterprise procurement systems, purchase orders, supplier-management, invoicing, or similar systems, including SAP Ariba, Coupa, or any other pre-agreed procurement platform (“Procurement Systems”), in connection with the Services, any orders or purchase requests submitted shall represent binding purchase requests by the Customer and will be subject to ROSS confirmation in accordance with these Terms. Any additional terms contained in, attached to, or referenced by a purchase order or Procurement System shall not apply unless expressly accepted in writing by ROSS.

15.2 Order of precedence

Unless otherwise agreed in writing, the order of precedence for enterprise procurement arrangements shall be:

• any signed master agreement or written agreement expressly accepted by ROSS;
• these Terms;
• the confirmed order or accepted purchase order; and
• any Procurement System terms or workflow requirements.

15.3 Commercial terms

Subscription pricing, discounts, catalogue access, payment obligations, order requirements, and other commercial terms remain governed by these Terms, the applicable confirmed order, and any written agreement expressly accepted by ROSS. Entries, defaults, templates, or workflow fields in a Procurement System shall not amend agreed commercial terms.

15.4 Invoicing and payment

Invoices may be issued and sent by email or through Ariba, Coupa, or another agreed format and/or platform. The Customer is responsible for maintaining accurate billing profiles, purchase order references, tax details, approval workflows, and system configurations. Payment obligations are not conditional upon the Customer’s internal approvals, Procurement System processing, or system availability, and delays in such workflows shall not extend payment deadlines unless expressly agreed in writing by ROSS.

15.5 System access and failures

The Customer shall provide the onboarding information, access, technical support, and cooperation reasonably required for use of any Procurement System. ROSS shall not be liable for integration delays, platform errors, rejected invoice uploads, workflow failures, access limitations, or Customer-side system issues. Where a Procurement System is unavailable or unsuitable, ROSS may use alternative ordering, invoicing, or communication methods.

15.6 Data and order accuracy

The Customer is responsible for the accuracy and completeness of purchase orders, approval data, delivery information, billing details, and other information submitted through Procurement Systems. Personal data exchanged through Procurement Systems shall be processed in accordance with Art. 13 and ROSS Privacy Policy.

15.7 No agency

Use of a Procurement System does not create any partnership, agency, or similar relationship between ROSS, the Customer, or any Procurement System provider.

16. Governing law and jurisdiction

These Terms, and any contractual or non-contractual obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of Romania. Subject to any mandatory applicable law and unless otherwise agreed in writing by the Parties, the courts of Romania shall have exclusive jurisdiction over disputes arising out of or in connection with these Terms, the Website, Platform, Services, orders, subscriptions, or any related contractual relationship.

17. Amendments and updates

Without affecting any confirmed orders already accepted by ROSS, these Terms may be amended at any time. Where required by applicable law or where amendments are material, ROSS will provide appropriate notice to Customers.