Controlled distribution for beauty brands in Europe and the US · Get a free brand check

Request a call

Legal

Terms and conditions

Version 1.0 · September 2026

These general terms and conditions apply to the services of Kadian Official Distributor EU B.V. (KOD) for business clients. If you have questions about them, email info@kodbrands.com.

  1. Definitions
  2. Scope
  3. Offers and agreements
  4. How we perform the Services
  5. Client obligations
  6. Brand protection and channel monitoring
  7. Marketplace, advertising and growth services
  8. Shipping, warehousing and fulfilment
  9. Fees and payment
  10. Intellectual property
  11. Confidentiality
  12. Personal data
  13. Liability
  14. Force majeure
  15. Term and termination
  16. Applicable law and disputes
  17. Changes and language

1. Definitions

  • KOD: Kadian Official Distributor EU B.V., Het Gangboord 29, 9206 BJ Drachten, the Netherlands, Chamber of Commerce (KvK) 96619449.
  • Client: the business that requests or receives Services from KOD.
  • Services: all services KOD provides, including marketplace management, brand protection, channel monitoring, growth services, advice and the coordination of shipping, warehousing and fulfilment.
  • Agreement: any agreement between KOD and the Client for Services, including a quote accepted by the Client.
  • Third-party platforms: marketplaces, sales channels, carriers, warehouses and other providers that KOD does not control, such as Amazon, bol, Kaufland, Galaxus and TikTok Shop.
  • In writing: includes email.

2. Scope

  1. These terms apply to all offers, quotes and Agreements of KOD for Services.
  2. KOD works only with businesses. These terms do not apply to consumers.
  3. A distribution agreement, under which KOD buys and resells the Client’s products, is governed by that separate agreement. These terms apply to it only where the distribution agreement refers to them or does not cover a subject.
  4. If the Agreement and these terms conflict, the Agreement prevails.
  5. The Client’s own general terms and conditions do not apply, unless KOD accepts them explicitly in writing.
  6. If a provision of these terms is invalid, the other provisions remain in force. The parties will then agree on a valid provision that comes as close as possible to the purpose of the invalid one.

3. Offers and agreements

  1. Quotes are without obligation and valid for 30 days, unless the quote states otherwise.
  2. An Agreement is formed when the Client accepts a quote in writing, or when KOD starts the Services at the Client’s request.
  3. The free brand check and introductory calls are without obligation. They do not create an Agreement for paid Services, and their findings are indicative.

4. How we perform the Services

  1. KOD performs the Services with care and to the best of its ability. This is an obligation to use best efforts, not an obligation to achieve a specific result, unless the Agreement explicitly promises a result.
  2. Results depend on Third-party platforms, authorities, customers and market conditions. KOD does not guarantee sales, rankings, advertising results, the removal of listings or sellers, or decisions of Third-party platforms.
  3. KOD may engage third parties to perform the Services, such as carriers, forwarders, warehouses, customs brokers, lawyers and software providers.
  4. Deadlines are target dates, unless agreed in writing as final deadlines. If KOD is late, the Client must first give KOD written notice of default with a reasonable period to perform.

5. Client obligations

  1. The Client provides on time all information, access, product data, images and documents that KOD reasonably needs, and ensures they are correct and complete.
  2. The Client warrants that it owns or is authorised to use the trademarks, images, texts and other materials it provides, and that their use for the Services does not infringe the rights of others.
  3. The Client is responsible for the safety and legal compliance of its products, including labelling, product information and cosmetics rules such as Regulation (EC) No 1223/2009 in the EU and MoCRA in the United States, unless the Agreement explicitly gives KOD a specific role.
  4. If the Client does not meet these obligations, KOD may suspend the Services and charge any additional costs.
  5. The Client indemnifies KOD against claims of third parties arising from the Client’s products, materials or instructions.

6. Brand protection and channel monitoring

  1. KOD submits reports, notices and complaints to Third-party platforms on the basis of rights and information provided or confirmed by the Client. Before KOD acts, the Client confirms that the rights relied on are valid and that the report is justified.
  2. KOD respects the exhaustion of trademark rights in the European Economic Area. Genuine products first placed on the EEA market by or with the consent of the rights holder may in principle be resold freely. KOD only acts against such resale where the law allows it.
  3. KOD does not set, impose or enforce fixed or minimum resale prices in the EU and EEA. Price monitoring serves to give the Client insight into its sales channels. In the United States, KOD can monitor a minimum advertised price policy that the Client adopts on its own. The Client is responsible for the content and lawfulness of its own pricing policy.
  4. Test purchases are made on the Client’s instruction. The price of the products, shipping and any return costs are charged to the Client at cost, plus a handling fee for ordering, inspection and documentation, in addition to the agreed fee. Unless agreed otherwise, purchased products are kept for or sent to the Client as evidence.
  5. Legal steps beyond platform reports, such as cease and desist letters or court proceedings, are only taken after separate agreement and may be handled by an independent lawyer engaged for the Client.

7. Marketplace, advertising and growth services

  1. As agreed, the Client gives KOD access to the necessary seller and advertising accounts, or KOD sells through its own accounts.
  2. Advertising budgets are paid by the Client, directly to the platform or in advance to KOD, as agreed. Advertising spend is separate from KOD’s fee.
  3. KOD follows the rules of Third-party platforms. KOD is not responsible for suspensions, removed listings or policy changes of a platform, unless caused by KOD’s intent or gross negligence.
  4. Content that KOD creates for the Client, such as listing texts, images and designs, may be used by the Client for its own products once it has been paid in full.

8. Shipping, warehousing and fulfilment

  1. KOD arranges shipping, customs clearance, warehousing and fulfilment through carriers, forwarders, customs brokers and warehouses, unless the Agreement states that KOD performs a service itself.
  2. The general terms of these providers apply to their services, such as the Dutch Forwarding Conditions (FENEX), the Dutch Warehousing Conditions (Nederlandse Opslagvoorwaarden), the CMR Convention for road transport and the conditions of air and sea carriers. KOD’s liability for loss of or damage to goods is limited to what KOD can recover from that provider.
  3. The Client provides correct data for transport and customs, including HS codes, values, country of origin, composition and safety data sheets where needed. Unless agreed otherwise, the Client or its designated party is the importer of record. Duties, taxes, inspections and storage or demurrage caused by customs are for the Client’s account.
  4. KOD does not insure goods, unless the Client asks for insurance in writing and pays for it.
  5. KOD may retain goods and documents in its possession until the Client has paid all amounts due to KOD (right of retention).

9. Fees and payment

  1. Fees are in euros and exclude VAT, unless stated otherwise. Third-party costs, such as platform fees, advertising spend, shipping, duties, test purchases and lawyer fees, are charged separately.
  2. Monthly fees are invoiced in advance. All invoices are due within 14 days of the invoice date.
  3. If the Client does not pay on time, it is in default without further notice. It then owes the statutory commercial interest (article 6:119a Dutch Civil Code) and the extrajudicial collection costs, set at 15% of the amount due with a minimum of €40.
  4. KOD may suspend the Services while an invoice remains unpaid.
  5. KOD may adjust recurring fees once a year, with at least 30 days’ written notice.
  6. The Client may not set off amounts against KOD’s invoices.

10. Intellectual property

  1. The Client keeps all rights to its trademarks, products and materials. During the Agreement it grants KOD a non-exclusive licence to use them to perform the Services. KOD may name the Client’s brand as a reference, unless the Client objects in writing.
  2. Rights to deliverables made specifically for the Client, such as listing texts, images and reports, pass to the Client after full payment. KOD keeps all rights to its own methods, tools, templates, software and know-how.

11. Confidentiality

Both parties keep confidential all information they receive from each other that is marked as confidential or is clearly confidential by nature, during the Agreement and for two years after it ends. This does not apply where disclosure is required by law, by a court or authority, or by a Third-party platform to perform the Services.

12. Personal data

Each party is responsible for its own compliance with the General Data Protection Regulation. Where KOD processes personal data on behalf of the Client, for example customer order data for fulfilment, the parties will enter into a data processing agreement. How KOD handles personal data is explained in the privacy policy.

13. Liability

  1. KOD is only liable for direct damage caused by an attributable failure to perform the Agreement.
  2. KOD is not liable for indirect damage, including lost profit, lost sales, missed savings, reputational damage and damage from business interruption, nor for damage caused by decisions of Third-party platforms or authorities.
  3. KOD’s total liability per event is limited to the fees the Client paid for the Services concerned in the six months before the event.
  4. These limitations do not apply to damage caused by the intent or deliberate recklessness of KOD’s management.
  5. The Client must report damage to KOD in writing within 30 days of discovering it. Any claim against KOD expires 12 months after the event that caused the damage.

14. Force majeure

KOD is not liable for failures caused by circumstances beyond its control, such as platform outages, account suspensions not caused by KOD, strikes, customs or transport delays, epidemics, war, cyber attacks and failures of suppliers or carriers. KOD’s obligations are then suspended. If force majeure lasts longer than 60 days, either party may terminate the Agreement in writing without liability for damage.

15. Term and termination

  1. Agreements for ongoing Services run for the agreed term. If no term is agreed, they run for an indefinite period and either party may terminate them in writing with one calendar month’s notice.
  2. Either party may terminate the Agreement with immediate effect if the other party is declared bankrupt, is granted a suspension of payments, or seriously breaches the Agreement and does not remedy this within 14 days of written notice.
  3. On termination, the Client pays for Services already performed and costs already incurred. KOD hands over account access and releases goods once all invoices have been paid.

16. Applicable law and disputes

These terms and all Agreements are governed by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply. The parties will first try to resolve a dispute together. If that fails, the dispute is submitted to the competent court of the District Court of the Northern Netherlands (Rechtbank Noord-Nederland).

17. Changes and language

KOD may change these terms. Changes apply to existing Agreements 30 days after KOD has sent them in writing. If the Client does not accept the changes, it may terminate the Agreement before they take effect. These terms are written in English. If they are translated, the English version prevails.