Host – Brand
Version 1.0 – Effective 25 February 2026

These Standard Consignment Terms & Conditions (“SCTC”) govern consignment collaborations between Hosts and Brands facilitated through the SubMatch platform.

SubMatch B.V.
7411 GT, Deventer, The Netherlands
KvK: 98452959
VAT: NL868502170B01
Email: info@sub-match.com
Phone: +31 644172425

SubMatch acts solely as a digital intermediary and operational facilitator and is not a party to the Consignment Agreement between Host and Brand.

ARTICLE 0 – DEFINITIONS & FORMATION OF AGREEMENT

0.1 Definitions

Host: The retail business offering physical space via SubMatch.
Brand: The product-based business placing goods on consignment.
SubMatch: The platform operator facilitating the match.
Booking: A confirmed match between Host and Brand via SubMatch.
Consignment Agreement: The legally binding agreement formed under these SCTC.
Operational Sheet: The shared administrative working document provided after booking confirmation.

0.2 Formation of Agreement

A legally binding Consignment Agreement between Host and Brand is automatically formed when:

a) The Brand submits a booking request via SubMatch and accepts these SCTC; and
b) The Host confirms the booking request via the SubMatch platform.

Each confirmed booking constitutes a separate legally binding agreement governed by:

These SCTC;
The specific booking details (space, duration, commission structure);
The Operational Sheet described in Article 16;
The annexes.

Electronic acceptance via the Platform constitutes legally valid and binding agreement.

0.3 Role of SubMatch

SubMatch:

Is not a party to the Consignment Agreement;
Is not an agent, distributor, reseller, partner, or representative of either Party;
Does not own, store, insure, or sell products;
Does not collect or transfer product sales revenue;
Does not guarantee sales performance or payment between Parties.

SubMatch bears no financial liability in relation to Host–Brand transactions.

ARTICLE 1 – PURPOSE

These SCTC govern the placement and sale of the Brand’s products at the Host’s retail location under a consignment structure.

Ownership of all products remains with the Brand until sold to the final consumer.

ARTICLE 2 – COMMERCIAL TERMS

The Parties agree:

Host commission: 30% of gross product sales.
Brand receives: 70% of gross product sales.
SubMatch service fee: €49 per month per confirmed match (excluding VAT), payable by the Brand.

Retail prices are listed in Annex A (Product & Price List).

If payment processing fees apply (e.g., 1.5%–2.0%), such fees shall be deducted before calculating distribution percentages unless otherwise agreed.

ARTICLE 3 – SALES PROCESS, VAT & PAYMENT

3.1 Consumer Sales

The Host sells products to final consumers through its POS system.

The Host is responsible for:

Issuing receipts in compliance with Dutch law;
Registering sales accurately;
Remitting applicable VAT on consumer sales.

3.2 Sales Reporting & Invoicing

The Host shall provide a monthly sales overview.
The Brand shall issue an invoice to the Host based on sold units.
The Host shall pay the Brand within fourteen (14) days of invoice date.

3.3 Tax Responsibility

Each Party is independently responsible for:

VAT compliance;
Tax filings;
Accounting obligations.

SubMatch is not responsible for VAT or tax handling between Parties.

ARTICLE 4 – STOCK INTAKE

Upon delivery:

A Stock Intake Sheet (Annex B) must be completed and signed.
Physical stock count is mandatory.

The Host is not automatically liable for theft, loss, or shrinkage unless caused by proven negligence.

ARTICLE 5 – STOCK RECONCILIATION & SHRINKAGE

5.1 Reconciliation Moments

Reconciliation shall take place:

Monthly (before invoicing);
During restocking;
At the end of collaboration.

Expected Stock = Opening Stock – Sold Units

The Host’s POS report determines Sold Units.

5.2 Discrepancy Threshold

If discrepancy exceeds 3% of total inventory (based on wholesale value), review procedures apply.

Below 3% is considered normal retail variance.

5.3 Joint Review & Financial Responsibility

Within 5 working days, Parties conduct joint review.

After review:

Administrative error → correction only;
Unexplained shrinkage → 50/50 split;
Proven negligence → negligent Party bears 100%.

Loss calculated on wholesale value.

ARTICLE 6 – DISPLAY & POS REGISTRATION

The Host shall:

Display products professionally;
Register products correctly in POS;
Provide sales reports.

The Brand shall:

Provide accurate stock lists;
Provide correct retail pricing;
Provide reliable pricing tag;
Ensure compliance with Dutch/EU product regulations.

ARTICLE 7 – RETURNS & REFUNDS

The Host shall handle consumer returns in accordance with Dutch consumer law.

Refunded items must be reflected in the monthly sales overview and reconciliation.

ARTICLE 8 – RESTOCKING

The Brand shall restock within a reasonable timeframe (normally 7 days) when inventory is low.

ARTICLE 9 – DURATION & TERMINATION

Either Party may terminate with one (1) calendar month written notice.

Immediate termination permitted in case of:

Material breach;
Illegal activity;
Serious reputational risk.

ARTICLE 10 – END OF COLLABORATION

Upon termination:

Final sales report generated;
Outstanding payments settled within 14 days;
Remaining stock collected by Brand;
Stock Removal Form (Annex C) completed;
Host removes products from POS.

ARTICLE 11 – LIABILITY

11.1 Brand Responsibility

The Brand is responsible for:

Product safety;
Product compliance;
Labeling;
Consumer complaints related to product defects.

The Brand confirms it maintains appropriate product liability insurance.

11.2 Host Responsibility

The Host is responsible for:

Proper display;
Reasonable care of inventory;
Accurate POS registration.

11.3 Limitation of Liability

Except in cases of intent or gross negligence:

Liability of either Party is limited to the total wholesale value of stock placed during the relevant month.

Neither Party shall be liable for indirect damages, including loss of profit or business interruption.

ARTICLE 12 – FORCE MAJEURE

Neither Party shall be liable for failure to perform due to events beyond reasonable control, including fire, flood, theft by third parties, government restrictions, or other unforeseeable circumstances.

ARTICLE 13 – CONFIDENTIALITY

Parties shall maintain confidentiality regarding commercial and operational information exchanged during collaboration.

ARTICLE 14 – DISPUTE RESOLUTION

Parties shall attempt amicable resolution within thirty (30) days.

If unresolved, disputes shall be submitted to the competent court in the Netherlands.

ARTICLE 15 – GOVERNING LAW

This Consignment Agreement is governed by Dutch law.

ARTICLE 16 – OPERATIONAL WORKING DOCUMENT (OPERATIONAL SHEET)

16.1 Upon confirmation of a Booking, SubMatch shall provide Host and Brand with access to a shared Operational Sheet.

16.2 The Operational Sheet is an administrative and coordination tool forming part of the Consignment Agreement and may include:

Stock List (SKU, product name, quantity, retail price including VAT, product image);
Brand Instructions;
Host Instructions (POS registration and sales procedures);
Stock Intake Sheet;
Monthly Stock Reporting Form;
Stock Removal Form;
Invoice Template;
Activity Log.

16.3 The Operational Sheet serves to implement and administer this Consignment Agreement. In case of conflict between the Operational Sheet and these SCTC, the SCTC shall prevail.

16.4 Each Party is responsible for the accuracy and completeness of information entered by them.

16.5 SubMatch provides the Operational Sheet as a facilitation tool and shall not be responsible for:

Incorrect data entry;
Calculation errors;
Failure to update information;
Financial discrepancies resulting from misuse of the Sheet.

16.6 The Operational Sheet does not replace the independent legal, tax, or accounting responsibilities of the Parties.

ARTICLE 17 – ANNEXES

The following annexes form an integral part of each Consignment Agreement and are maintained within the Operational Sheet provided upon Booking confirmation:

Annex A – Product & Price List (Stock List)
Annex B – Stock Intake Sheet
Annex C – Stock Removal Form

Completion of these annexes within the Operational Sheet constitutes valid contractual documentation between the Parties.

In case of conflict between annex content and these SCTC, the SCTC shall prevail.