1. Introduction

1.1. Acceptance of Terms of Service

By accessing, using, or registering on the smartNsales platform (the "Platform"), you, whether as a space owner or renter ("you" or "User"), agree to be bound by these Terms of Service ("Terms"). These Terms form a legally binding agreement between you and smartNsales AG ("smartNsales", "we", "us", or "our"). If you do not agree with any part of these Terms, you must not use the Platform.

1.2. Changes to Terms of Service

smartNsales reserves the right to modify or update these Terms at any time at our discretion. We will notify you of any material changes via email or through the Platform. Continued use of the Platform after any update constitutes acceptance of the revised Terms. If you disagree with the updated Terms, you must stop using the Platform immediately.

1.3. Applicable Laws and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the Canton of Lucerne, Switzerland. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the competent courts located in Lucerne.

1.4. Enterprise Clients

If you are an enterprise client with a separate written agreement (e.g., Master Services Agreement), that agreement will take precedence in case of conflict with these Terms.

2. Description of Services

2.1. smartNsales Platform

smartNsales provides a digital marketplace for space owners to list and rent specific retail or commercial space (e.g., shelves, fridges, walls) and for renters (e.g., product or brand owners) to discover and book such space. The Platform facilitates bookings and communications between space owners and renters (collectively referred to as "Users") but does not act as an agent, employee, or representative of either party. The platform acts as a trustee with regard to payment processing: when a booking is made by the Manufacturer, the amount is withheld by smartNsales and only paid out to the Location after the agreed rental period has expired, provided that no breaches of contract have been established. smartNsales does not act as a contracting party between the Manufacturer and the Location but assumes a quality and contract control role via integrated mechanisms.

2.2. Third-Party Services and Integration

The Platform may include or rely on third-party services, such as Stripe for payment processing or other SaaS tools for operations. Your use of such third-party services is subject to their respective terms and conditions. smartNsales is not liable for any issues resulting from the use of such third-party services but will support Users in resolving issues when feasible.

2.3. Availability and Updates

smartNsales does not guarantee uninterrupted or error-free access to the Platform. We may update, modify, suspend, or discontinue any aspect of the Platform without prior notice, although we aim to inform Users in advance where possible. It is your responsibility to ensure your account and listing information is accurate and up to date.

3. Registration and User Accounts

3.1. Eligibility

Users must be at least 18 years old to use the Platform. By registering, you confirm that you meet this requirement and have the legal capacity to enter into a binding agreement.

3.2. Account Creation and Security

Users must provide accurate and complete information upon registration and keep it updated. You are responsible for safeguarding your login credentials. You must notify smartNsales of any unauthorized access or suspicious activity. We are not liable for losses arising from your failure to secure your account.

3.3. Account Termination

We may terminate or suspend your account with written notice if you breach these Terms, engage in unlawful activity, or pose a risk to other Users or smartNsales. You may also request account deletion at any time. Termination revokes your access to the Platform immediately.

4. User Conduct and Responsibilities

4.1. Acceptable Use

Users must use the Platform lawfully, respectfully, and only for its intended purpose. Space owners may not misrepresent listings, and renters may not use space for unapproved purposes. Enterprise clients may use the Platform for commercial purposes in line with their agreements. Users, in particular space providers, undertake to comply with the agreed presentation, product and placement obligations for the entire duration of the contract. Failure to comply with the agreed presentation or provision of the space may result in a reduction of the payout amount in accordance with the tier system set out in Section 14.

4.2. Prohibited Activities

You may not:

• a. Post unlawful or offensive content;
• b. Harass or impersonate others;
• c. Interfere with Platform operations;
• d. Misuse space beyond agreed terms;
• e. Circumvent Platform payment systems;
• f. Violate intellectual property or privacy rights.

4.3. User-Generated Content

Users are solely responsible for any content uploaded. By submitting content, you confirm you own or have rights to it and it doesn't violate any laws. You grant smartNsales a non-exclusive, royalty-free license to use, modify, and display content for platform functionality.

4.4. Photography Authorization

By signing this Agreement, you authorize smartNsales AG and its representatives to take photos or videos within your premises for purposes related to the services provided. Such media will be used in compliance with applicable laws and will not be used in a misleading or defamatory manner.

4.5. Reporting Misconduct

If you see violations of these Terms, report them to smartNsales. We may investigate and take corrective actions including content removal, suspension, or legal steps.

5. Intellectual Property Rights

5.1. Platform Ownership

smartNsales owns all rights to the Platform and its content (excluding User content). You may not reproduce, distribute, or commercially exploit Platform content without permission.

5.2. User Content

Users retain rights to their uploaded content. We won't sell or share your content outside the Platform without your consent, except as required for Platform functionality.

5.3. Copyright Infringement

We respect intellectual property. If you believe your copyright is infringed, contact us with full details so we can investigate and act accordingly.

6. Disclaimers and Limitation of Liability

6.1. Disclaimer of Warranties

The Platform is provided "as is" without warranties of any kind. We do not guarantee uninterrupted service, nor that listings or content are error-free or reliable.

6.2. Limitation of Liability

To the extent permitted by Swiss law, smartNsales shall not be liable for indirect or consequential losses including loss of revenue, data, or goodwill arising from Platform use.

6.3. Indemnification

You agree to indemnify smartNsales for any losses arising from your use of the Platform, violation of these Terms, or infringement of third-party rights.

6.4. Limitations

Where local law limits exclusions, liability will be capped at the amount paid by you (or earned by you) in the past 6 months via the Platform. The Platform shall retain the amount paid by the Producer for a maximum of 6 months for fiduciary-like safekeeping. This practice serves the purpose of quality assurance and corresponds to the principles of Swiss contract law.

7. Governing Law and Dispute Resolution

7.1. Governing Law

These Terms are governed by Swiss law under the jurisdiction of the Canton of Lucerne.

7.2. Dispute Resolution

Disputes should first be resolved through good-faith negotiation. If unresolved, they will be submitted to the competent courts of Lucerne.

7.3. Class Action Waiver

Disputes must be resolved individually; class or collective actions are not permitted.

7.4. Small Claims Exception

Claims qualifying for Swiss small claims court may proceed independently.

7.5. Injunctive Relief

Either party may seek urgent court action to protect intellectual property or prevent serious harm.

8. Miscellaneous

8.1. Entire Agreement

These Terms form the full agreement between you and smartNsales unless supplemented by a separate contract.

8.2. Severability

If any part of these Terms is unenforceable, the rest remains valid.

8.3. No Waiver

Failure to enforce any clause does not waive our right to enforce it later.

8.4. Assignment

Users may not transfer their rights under these Terms without consent. smartNsales may do so freely.

8.5. Modifications

We may amend these Terms and will notify you of material changes. Continued use implies acceptance.

8.6. Contact

Reach us via the contact options on our website.

9. Termination

9.1. Termination by smartNsales

We may suspend or close your account with notice if you breach Terms or misuse the Platform.

9.2. Termination by User

You may close your account anytime by contacting us.

9.3. Effect of Termination

Termination ends your rights to access and use the Platform. We may retain data for legal compliance.

9.4. No Liability for Termination

We are not liable for loss resulting from termination, except where mandated by law.

10. Feedback

10.1. Feedback Submission

By submitting ideas or suggestions, you allow smartNsales to use them freely without compensation.

10.2. Feedback Rights

You grant smartNsales a worldwide, royalty-free license to use submitted feedback for improvement and marketing.

11. Third-Party Services and Links

11.1. Third-Party Services

We are not responsible for content or reliability of integrated third-party services but will assist if problems arise.

11.2. External Links

We may provide links to other sites. Accessing them is at your own risk.

11.3. No Liability

We are not responsible for damages caused by third-party services.

12. Data and Backups

12.1. No Guarantee of Data Integrity

We take reasonable precautions but cannot guarantee absolute data safety. Users are responsible for maintaining backups.

12.2. User Responsibility

We are not liable for data loss due to external failures or user error.

13. Errors and Omissions

13.1. Accuracy of Information

We strive for accuracy but make no warranties that listings or content will be free from error.

13.2. User Responsibility

You are responsible for verifying information before relying on it. smartNsales is not liable for damages arising from reliance on inaccurate content.

14. Payment Flow, Contract Controlling and Sanction Mechanisms

14.1. Payment Processing and Fiduciary-Like Safekeeping

Payment of the rental amount by the manufacturer is made when the space is booked and is held in trust by smartNsales until the end of the agreed contract period (max. six months). No premature payment will be made to the space owner. smartNsales is entitled to withhold payment until the contract has been successfully fulfilled in order to safeguard the purpose of the contract. This serves in particular to ensure quality assurance and compliance with the contractual obligations of the location.

14.2. Contract Controlling

The following control mechanisms are used to check the fulfillment of the contract by the location:

• a. Self-monitoring by the location by uploading photo evidence via the platform (on request);
• b. On-site checks by employees of smartNsales;
• c. Crowd control via a separate app ("Mystery App") by registered users at freely accessible locations.

14.3. Sanction System for Breaches of Contract by the Location

In the event of a proven breach of contractual obligations by the location (e.g. products not in place, advertising missing, best before date exceeded, products not fit for sale), the amount to be paid out shall be reduced as follows:

• First inspection with negative result: payout -20%
• Second inspection with negative result: payout -40%
• Third control with negative result: payout -80%
• Fourth check with negative result: immediate termination of contract, no payout

smartNsales reserves the right to withdraw from the contract immediately in the event of serious breaches of duty or repeated cases. The sanction regulation does not constitute a contractual penalty within the meaning of Art. 160 CO, but a graduated payment according to the (partial) service provided.

The sanction model represents a contractually agreed reduction in performance and is not considered a classic contractual penalty within the meaning of Art. 160 CO. The reduction is based on documented breaches of duty.

14.4. Repayment in the Event of Complete Breach of Contract

In the event of complete non-fulfillment of the contract by the location (e.g. area was never usable or continuously unoccupied), the full amount will be refunded to the manufacturer. We reserve the right to take further legal action.

14.5. Objection

An objection to the result of the inspection can be submitted by the location via the platform portal within 5 days. smartNsales will re-evaluate the case upon receipt of additional supporting evidence.