RefSpace Platform Terms and Conditions

1. Definitions

RefSpace – a social e-commerce platform available at refspace.com, managed by RefSpace LTD (hereinafter “the Platform”), enabling Users to recommend products through video content and to sell products.

User – any person using the Platform after registering an account (a natural person – consumer or sole trader – or a representative of a legal entity).

Referrer – a User participating in the referral programme, eligible to earn commissions from the sale of products recommended on the Platform. A Referrer must hold an active User account.

Creator – a specific type of Referrer who produces content (e.g. videos, reviews) promoting products. A Creator is subject to the provisions of these Terms as well as the Rules on UGC and content licensing (rules for publishing user-generated content).

Supplier – a User listing products (new or used) for sale on the Platform. A Supplier may be a business (e.g. manufacturer, shop) or a private individual not conducting business activity (e.g. selling their own used items). A Supplier may also be a Referrer, insofar as they make product offers available to themselves or to other Referrers and Creators.

Product – a movable item (physical product) or digital content/electronic service offered by the Supplier via the Platform.

Buyer – a person purchasing a Product from a Supplier via the Referrer’s Shop on the Platform. A Buyer may be a registered User or a guest (a person purchasing without registration).

Transaction – a contract of sale of a Product concluded between the Buyer and the Supplier via the Platform. RefSpace is not a party to such contract – it only intermediates in its conclusion and execution.

Payment – the payment for a Product made by the Buyer using the integrated payment operator Stripe.

Stripe Account – an individual sub-account of the User (Referrer or Supplier) created within the Stripe Connect system, used for financial settlements. Activation of this sub-account and required identity verification (KYC/KYB procedures) are conditions for the withdrawal of funds accumulated from Transactions.

Referrer’s/Creator’s Shop – an individual subpage/profile of the Creator (Referrer) on RefSpace, showcasing the products they recommend (offers from various Suppliers) and possibly their own products (when the Referrer/Creator also acts as a Supplier). The Referrer’s Shop is publicly accessible to Buyers (within the app and at a unique URL).

Offer – a proposal to sell a Product listed by the Supplier on the Platform, containing a product description, gross price, delivery terms, commission rate for Creators, and other essential terms of sale.

2. General Provisions

2.1. These RefSpace Platform Terms and Conditions (also referred to as the General Terms of Use, GTU) set out the general rules for using the Platform by Users. Acceptance of the Terms takes place during account registration on the Platform; the User is obliged to comply with them from the moment the account is created. The Terms apply to all Users of the Platform, regardless of their role (Referrer, Creator, Supplier, Buyer). For certain groups of Users, this document provides additional detailed provisions regarding their role (Sections 5 and 6) – in the event of any conflict between the general provisions and the specific ones, the provisions relating to the given role or functionality shall prevail.

2.2. The service provider delivering electronic services within the Platform is RefSpace LTD, registered office at 28-29 The Broadway No:1, W5 2NP, London, England, Company No: 14127969 (hereinafter “RefSpace” or “the Platform Operator”). RefSpace provides the technical infrastructure for presenting Products, concluding Transactions between Users, and tools for communication and settlements. The Platform Operator is not a party to sales Transactions – contracts of sale are concluded directly between Buyer and Supplier, under the terms specified by the Supplier and in compliance with applicable law and these Terms.

2.3. The Platform is an innovative marketplace based on video content and a commission model. Referrers (including Creators) showcase and recommend Suppliers’ Products on the Platform through their own content and in return receive commissions on the Products sold through their recommendations. Suppliers gain access to a network of Referrers promoting their offers, which translates into increased sales in a success-fee model (commission on effective sales).

2.4. RefSpace strives to ensure that the Platform is usable by Users meeting standard technical requirements (internet browser, internet access, etc.). The Platform Operator reserves the right to temporary technical interruptions for maintenance, updates or repairs. Where possible, Users will be notified in advance of planned interruptions.

2.5. Any fees for using specific functionalities of the Platform (e.g. transaction commissions, technical fees) and detailed settlement rules are set out in the RefSpace Fees and Commissions Table and, where applicable, in separate regulations for additional services. The Platform Operator reserves the right to amend applicable fees or introduce new ones; Users will be notified in advance in the manner provided for in these Terms (e.g. via a notice on the Platform and by e-mail).

2.6. Issues regarding the protection of Users’ personal data and the use of cookies are regulated by the RefSpace Privacy Policy and Cookies Policy – both are separate documents available on the Platform. By accepting these Terms during registration, the User confirms that they have read the Privacy Policy. Using the Platform also constitutes consent to the use of cookies in line with the Cookies Policy.

2.7. The current Fees and Commissions Table and any regulations on additional services (e.g. promotional services offered on the Platform) are published on the Platform in the Referrer’s/Supplier’s panel after logging in. The User undertakes to comply with these documents as well, insofar as they use the corresponding functionalities.

3. User Account Registration and User Roles

3.1. A User Account may be created by a natural person with full legal capacity. A person with limited legal capacity (e.g. a minor above the age of 13) may only use the Platform with the consent and under the supervision of their legal guardian. Account registration requires the provision of true identification data, an e-mail address, and acceptance of these Terms and the Privacy Policy.

3.2. During registration, and later in the account settings, the User determines their legal status – i.e. whether they are acting as a consumer (private individual) or as a business (company). A User acting as a business must provide the required company details (including full company name, registered office address, VAT ID or other registration identifier) in compliance with legal requirements. A User who is a natural person not running a business declares that they are using the Platform privately, and that any commercial activity (product sales, earning commissions) does not exceed the scope of so-called unregistered business activity or occasional sales under the applicable laws. If this threshold is exceeded, the User must register a business and promptly update their account details.

3.3. The default role of a User on the Platform is Referrer (including Creator). The User may extend their account functionality with additional roles, in particular the role of Supplier (seller). For technical and security reasons, the Platform may require separate accounts for specific roles. A Referrer/Creator may activate the Supplier role in order to sell their own products (digital or physical); in justified cases, creating a separate Supplier account (e.g. with a different e-mail address) may be advisable. A User acting simultaneously as a Referrer/Creator and as a Supplier is subject to the provisions relating to both roles (Sections 5 and 6 of these Terms). Note: only an adult or a duly authorised representative of a company may become a Supplier (seller). Underage Users cannot sell independently on the Platform – if a Creator under 18 wishes to offer their own products, the sale must be formally conducted by their legal guardian.

3.4. The User is obliged to keep their account details up to date in case of any changes. This applies in particular to contact details, addresses, and – for Suppliers acting as businesses – company data and legally required information (e.g. VAT payer status). RefSpace may make continued use of the account or payout of funds conditional on the completion of missing details or verification of the accuracy of the information provided.

3.5. A User Account is non-transferable and may not be shared with third parties. It is prohibited to register an account using someone else’s details or to impersonate another person. The User must keep their login details confidential and is fully responsible for all actions taken via their account. In case of suspected unauthorised access to the account, the User should immediately notify the Platform Operator.

4. Rules for Using the Platform

4.1. The User undertakes to use the Platform in compliance with the law, good practices, and these Terms. It is prohibited for the User to provide unlawful content, including in particular:

• Infringement of third-party rights – e.g. publishing works protected by copyright without consent, using someone’s image without permission, using trademarks infringing third-party rights.
  
• Publishing prohibited content – e.g. vulgar, obscene or pornographic material (in particular illegal pornography or content involving minors), content inciting hatred, violence or discrimination, hate speech, or drastic material without justification (so-called shock content).
  
• Disrupting the functioning of the Platform – undertaking actions that may interfere with the operation of the Platform or overload its infrastructure (e.g. using bots or unauthorised scripts automating actions, sending spam).
  
• Impersonation of another person or entity – misrepresenting one’s identity, role or affiliations (e.g. pretending to be a RefSpace employee or representative, impersonating another User).
  
• Distributing malicious software – uploading materials containing viruses, malware or leading to phishing attempts.
  

4.2. RefSpace reserves the right to monitor User activity on the Platform and to verify the content they publish (e.g. product descriptions, comments, reviews, Creator videos) for compliance with the law and these Terms. The Operator has the right to remove or block access to any content posted by a User – at its sole discretion and without prior notice – if it considers such content to violate these Terms, the UGC Rules or the law, or to be harmful to the Platform or other Users. This also applies where RefSpace receives an official notification or credible information about the unlawful nature of the stored content. In the event of removal or blocking of User content, the User may (but need not) be informed of the reason for such decision, unless providing such information is prohibited by law.

4.3. In the event of a gross or repeated breach by the User of these Terms or other applicable rules (e.g. rules applicable to Suppliers or UGC Rules), RefSpace may suspend or delete the User’s account. Account blocking may be temporary (for the period of clarification) or permanent – depending on the circumstances and seriousness of the breach. Account deletion results in the immediate termination of the electronic services agreement between the User and RefSpace. The removal of a Referrer’s or Supplier’s account does not release the User from the obligation to perform already concluded commitments towards other Users (e.g. fulfil paid orders, pay due commissions), nor from the obligation to pay any outstanding fees to the Platform.

5. Rules for Suppliers and Referrers Acting as Suppliers (Sellers)

(This Section applies to Users using the product offering and selling functions – both Suppliers and Referrers acting in the role of Supplier, i.e. offering their own products on the RefSpace platform.)

5.1. Registration conditions for Suppliers:
A User wishing to begin selling products on the Platform must hold an active User Account and accept these Terms (including provisions relating to Suppliers). Normally, a separate Supplier Account (without Referrer functionality) must be created, unless the User is already a Referrer and activates the Supplier role within their existing account (see Section 3.3 above). During registration or activation of a Supplier Account, the User must provide all true information required for conducting sales, including:

• Individual details: name, surname, home address; optionally additional data necessary for issuing sales documents.
  
• Company details (for businesses): full registered company name (CEIDG/KRS or equivalent), registered office (address), VAT ID (or other tax identification number), details of the person representing the company (if the account is operated e.g. by an employee).
  
• Contact details: valid e-mail address and contact phone number.
  

The person registering must be an adult (or authorised representative of the company). Underage individuals cannot sell on the Platform; a User under 18 may only sell their own products via an account created by their legal guardian.

5.2. Supplier verification:
To ensure transaction security, RefSpace may verify the identity and credibility of the Supplier. This may include e-mail verification (activation link) and phone verification (SMS code), verification of identity documents (e.g. ID scan for individuals, company registration documents for businesses, confirmation of VAT ID), and verification of the bank account (e.g. symbolic verification transfer). Verification may be performed directly by RefSpace or within the Stripe Connect (KYC/KYB) procedure. Activation of a Stripe sub-account is mandatory – the Supplier must complete the Stripe onboarding process and pass identity verification to receive payouts. Refusal to provide required data or a failed verification may result in refusal to activate the Supplier account, blocking of the account, or cancellation of Transactions, of which the User will be informed.

5.3. Rules for creating Offers:
A Supplier lists a product for sale via the Offer form on the Platform. Each Offer must contain all information required by the Platform and the law, including: product name, category, description (including contents, key features, condition – new or used), gross price (including taxes, if applicable), availability (number of units or estimated delivery time), delivery methods and costs (including any additional charges), and expected shipping time. The Supplier is fully responsible for ensuring the Offer is accurate and lawful.

5.4. Prohibited products and content in Offers:
Suppliers may not offer products whose sale is illegal or infringes third-party rights. This includes, in particular:

• Illegal or licensed-only products without required permits (e.g. narcotics, firearms, prescription medicines).
  
• Counterfeit or IP-infringing goods (e.g. fake branded goods, pirated digital content).
  
• Unsafe goods without appropriate labels (e.g. chemicals, fireworks).
  
• Unlawful digital content (e.g. pirated software).
  
• Products offensive to public morals (e.g. illegal pornography, obscene materials).
  

RefSpace maintains and updates a Prohibited Products Policy. Suppliers must familiarise themselves with it and comply. RefSpace may remove or block Offers violating these rules and, in case of serious or repeated breaches, terminate the Supplier’s account.

5.5. Maintaining the accuracy of the Offer: The Supplier is obliged to keep the information about their products up to date. If a given product has sold out or is temporarily unavailable, the Supplier should appropriately mark this on the Platform (e.g. as “unavailable”) or remove the Offer in order to avoid accepting orders that cannot be fulfilled. Regular failure to fulfil accepted orders due to lack of stock will be treated as improper performance of the Supplier’s obligations and may result in consequences from RefSpace – e.g. reduction of Offer visibility in results or (in extreme cases) temporary suspension of the Supplier’s account.

5.6. Order fulfilment: When the Buyer places an order for a Supplier’s product (by adding the product to the basket and paying for the order on the Platform), the Supplier receives a notification (e.g. e-mail and notification in the Supplier’s or Referrer’s panel). Upon confirmation by the Platform of receipt of the Payment from the Buyer, a binding sales contract for the given Product is concluded between the Buyer and the Supplier. The Supplier should promptly proceed with order fulfilment:

• Shipment of goods: The Supplier undertakes to dispatch the parcel with the product within the timeframe promised in the Offer (e.g. “dispatch within 24h” or another declared lead time), no later than 5 days after receipt of the order, and after dispatch to immediately change the order status on the Platform to “shipped”. At the same time, they should provide the Buyer with confirmation of dispatch and a tracking number, using the Platform’s functionality or another available contact channel such as the Buyer’s e-mail. The Supplier is responsible for proper packaging and securing of the goods for transport. The risk of loss or damage to the goods during transport is borne by the Supplier until delivery to the Buyer (unless the Buyer selected a carrier other than that offered by the Supplier – in which case, under the Civil Code, the risk may pass to the Buyer upon handing over the goods to the carrier designated by the Buyer).
• Contact with the Buyer: The Supplier should maintain professionalism in handling the Buyer – responding to questions regarding the product and order (e.g. pre-sale questions, requests for change of delivery address, questions about shipment status). It is recommended to communicate through the RefSpace tools provided (if available, e.g. the messaging system on the site), which ensures a correspondence history in case of a potential dispute. The Supplier is obliged to communicate with Buyers politely and factually.
• Problems with fulfilment: If after accepting an order it turns out that the Supplier cannot fulfil it for reasons beyond their control (e.g. damage to the last unit, stock error, etc.), they should immediately contact the Buyer and propose a solution – e.g. cancellation of the order with a full refund, an extended waiting time for dispatch (with the Buyer’s consent) or substitution with another product. If the Buyer does not agree to the delay or substitution, the Supplier must cancel the order and initiate the refund procedure to the Buyer. Unjustified cancellation of an already paid order (e.g. due to unwillingness to sell the product at the agreed price) constitutes a breach of the Supplier’s obligations.
• Proof of purchase: If the Buyer requests a VAT invoice (and the Supplier is a business authorised to issue it), the Supplier shall issue the VAT invoice in accordance with the law and deliver it to the Buyer (e.g. electronically to the e-mail or physically with the shipment). A Supplier not subject to VAT (a private seller or a VAT-exempt business) should, upon the Buyer’s request, issue another document confirming the sale – e.g. a non-fiscal receipt or a written confirmation of sale – and deliver it to the Buyer (e.g. electronically to the e-mail or physically with the shipment). The Supplier is responsible for properly fulfilling their obligations regarding sales documentation.

5.7. Prohibition of system circumvention: It is prohibited for the Supplier to take actions intended to bypass the RefSpace commission system or to execute Transactions outside the Platform after contact has been made through the Platform. In particular, the Supplier must not accept payments directly from the Buyer outside the Platform mechanism or encourage the Buyer to make a purchase bypassing RefSpace (e.g. by offering to finalise the transaction off-platform). Such actions constitute a breach of the Terms and may result in the Supplier’s account being blocked. RefSpace has the right to withhold payouts and impose sanctions provided for in the Terms in the event of detection of an attempt to circumvent the commission system.

5.8. Supplier’s liability for product and sale: The Supplier bears full legal responsibility for the Products they offer and for the course of Transactions. This responsibility includes, among others, conformity of the goods with the description, timely dispatch, delivery of the product in proper condition, compliance with consumer rights (e.g. right of withdrawal), handling complaints and fulfilling any obligations under statutory warranty or guarantee. In case of a dispute with the Buyer, the Supplier is obliged to resolve the matter amicably or to fulfil the requirements resulting from the law (e.g. acceptance of a justified consumer complaint). RefSpace does not take responsibility for the Supplier’s obligations towards Buyers; it only provides tools to facilitate communication and possible dispute resolution (e.g. discussion system, mediation) – however, it does not assume the Supplier’s obligations towards the Buyer.

(Further provisions regarding the course of Transactions, payments, commissions and consumer rights are contained in Sections 7 and 8 below.)

6. Rules for Referrers and Creators
   (This Section applies to Users using the product referral functions, including Creators who publish content promoting products. Every Creator is also a Referrer, but not every Referrer has to create content – e.g. someone may recommend products using only their profile and referral links).

6.1. Joining the referral programme: Any registered RefSpace User may become a Referrer and participate in the referral programme, provided they meet the minimum requirements (e.g. the requirement of being of legal age or having guardian consent – see item 3.1). The Platform may at times introduce specific eligibility criteria for Creators (e.g. a minimum number of social media followers, a specific thematic profile), however as a rule the referral programme is open to all Users – active promotion of products is sufficient. The use of the Referrer/Creator function begins at the moment the User performs their first activity consisting in promoting a product (e.g. creating their Referrer Shop, expressing interest in promoting a specific product or adding it to their profile and generating a unique referral link).

6.2. Referrer Profile and Shop : After activating the Referrer function, the User gains access to the management panel of their Referrer profile and the so-called Referrer Shop within the Platform. The Referrer/Creator may complete their profile (by adding e.g. a profile photo, description, links to their social media channels) – this helps build credibility in the eyes of audiences and Suppliers. The Referrer Shop is a section in which the Referrer presents the products they have decided to recommend. Initially the shop may be empty – the Referrer selects products to recommend from among the offers made available by Suppliers on the Platform, including also their own products insofar as they act in the role of Supplier.

6.3. Selecting products to recommend and Supplier approval: The Creator is able to browse the catalogue of available product offers together with information on the commission rate offered by the Supplier for sales. The Creator adds selected products to their Shop (which means they want to promote them) – however, some Suppliers may require approval of the Referrer before allowing them to promote their product. Submitting interest in promoting a product may require waiting for approval by the Supplier; the Supplier may assess the Referrer’s (also the Creator’s) profile (e.g. their topic area, number of followers, past content) and decide whether they want the given Referrer to recommend their product. The Referrer acknowledges that not every application to promote will be accepted – the Supplier has the right to refuse cooperation without giving a reason. Once the Referrer has been accepted by the Supplier, the given product becomes officially available for recommendation – the Referrer may add it to their Shop and may start promoting it.

6.4. Referrer as Supplier (own products): If the Referrer wishes to sell and recommend their own products (e.g. an original e-book, their own merch – T-shirts, gadgets, used products, etc.), they may do so within their Referrer account by additionally activating the Supplier role (in accordance with the rules described in Section 5). A Referrer simultaneously acting as a Supplier may set their own products to be available exclusively to themselves (i.e. only they will be able to recommend them in their Shop – the so-called individual commission for themselves at the maximum value). They may also make their products available for recommendation by other Referrers and Creators – in such a case they set the sales commission (standard or individual) that will be received by other Referrers. A Referrer who has become a Supplier must comply with all provisions applicable to Suppliers (Sec. 5).

6.5. Individual terms with Suppliers: Suppliers have the ability to offer selected Referrers and Creators individual commission terms, more favourable than the standard ones, e.g. in order to motivate the most effective Creators (top influencers). Such an increased individual commission will be visible only to the given Creator (in their panel as a special rate for the product). The Referrer/Creator undertakes to treat information on the obtained individual rates as confidential – in particular, if they receive preferential terms from a given Supplier, they should not disclose them to other Referrers or publicly without consent.

6.6. Creating promotional content: The role of the Creator is to promote recommended products using content they create. Most often these are video materials (e.g. product reviews, tutorials, unboxings), but other forms are also possible (posts with photos and descriptions, stories, etc., depending on the available functionalities). The Creator is obliged to create reliable and authentic content. It is recommended that before recommending a product, the Creator tests it themselves or at least gets to know it well enough to be able to give an honest recommendation. The mission of RefSpace is that the products promoted on the Platform are indeed those that Creators use and trust – this builds audience trust in recommendations. The Creator may use materials provided by the brand (e.g. official photos, specifications), but the message in their content should be their own, reliable and truthful.

6.7. UGC and content licensing rules: All content created and published by the Creator must comply with the UGC and content licensing rules (guidelines on user-generated content, described in Section 9 below). In particular, the Creator may not include in their materials content that would infringe third-party copyrights (e.g. use protected music in the background without a licence) or other prohibited content (vulgar, offensive, inciting hatred, pornographic, etc.). The Creator should also comply with the regulations of external platforms on which they publish their materials promoting RefSpace – e.g. if they advertise their RefSpace Shop on YouTube, Instagram or TikTok, they must comply with the rules of those services.

6.8. Labelling promotional materials (transparency): If applicable law (e.g. advertising regulations) or good industry practice requires it, the Creator should label the content they create e.g. as self-promotional materials if they promote their own RefSpace profile on other channels. On the RefSpace Platform itself, the fact that the material appears in the Referrer’s/Creator’s Shop next to the promoted product constitutes a natural indication of a commercial character – however, when the Creator shares the same material outside the Platform (e.g. on their YouTube channel, on social media), they should apply appropriate labels (such as e.g. self-promotion). The aim is to maintain transparency towards audiences and to meet legal requirements relating to covert advertising.

6.9. Moderation of Referrers’ content: In order to maintain the quality of the Platform, RefSpace reserves the right to verify and moderate content published by Creators. This may include, for example, a review of the video by the RefSpace team or by the Supplier of the product itself prior to allowing the video to be published. In justified cases, RefSpace may ask the Referrer to make corrections to the material or refuse to publish material which: (a) contains gross inaccuracies or incorrect information about the product, (b) is of very low technical quality (preventing comfortable viewing), (c) violates the UGC Rules or other provisions of the Terms. Control and moderation of content serve to ensure safety and high quality in the RefSpace ecosystem.

6.10. Fair practices and anti-spam: The Referrer should promote products in a fair and non-intrusive manner. It is prohibited to use methods considered spammy – e.g. mass sending of unwanted referral links in comments under other people’s posts, on internet forums, in private messages to strangers, etc.. The Referrer should attract interest in products by creating valuable content, not through aggressive marketing practices. Furthermore, the Referrer may not engage in acts constituting unfair competition – e.g. they may not deliberately denigrate other Suppliers’ products in their materials to induce audiences to choose the product they promote.

6.11. Cooperation with Suppliers: The Creator/Referrer may communicate and cooperate with the Suppliers of the products they promote – e.g. to obtain additional information about the product, materials for the video, to agree individual cooperation terms. Such contact may take place via the Platform (if an appropriate communication mechanism has been provided) or outside it, by mutual consent. Suppliers may provide Creators e.g. with product samples for review, discount codes for viewers or marketing materials. However, the Referrer should maintain independence of opinion – even in close cooperation with a brand, a review should be reliable and may point out both the advantages and disadvantages of the product (without the intention of unjustifiably harming the brand, but while remaining honest).

6.12. Remuneration – commissions for Referrers and Creators: The Referrer/Creator is entitled to a commission on every sale of a Product achieved thanks to their promotional activities. This usually means that the commission is calculated when the Buyer makes a purchase via the Referrer’s Shop (i.e. they reached the offer through the Referrer’s/Creator’s profile and bought the product from there) or using a unique referral link (reflink), if such a form of promotion is provided. The percentage commission rate for a given product is set by the Supplier – the Referrer/Creator is informed of the commission rate when browsing the database and adding the product to their Shop. The Referrer’s/Creator’s panel shows the estimated amount of earnings from a given sale, already reduced by the payment operator’s fee (Stripe) attributable to that commission. The standard split of the commission between the Referrer and the Platform is 65% / 35% (the Referrer receives 65% of the commission set for the product, and 35% constitutes the Platform’s share). By way of example, if the commission on sales set by the Supplier is 9% of the product price, from each transaction 5.85% of the price will be received by the Referrer, and 3.15% – by the Platform. The commission is calculated only in the case of a successful transaction which has not been cancelled or subject to a return – in the event of the Buyer returning the product within the statutory period or a complaint being upheld resulting in a refund, the Referrer’s commission is not due (and if it has already been paid out, it may be deducted from future receivables or requested to be returned).

6.13. Commission payout conditions: The calculated commission becomes available for payout to the Referrer’s account after the lapse of the period securing potential returns – in the case of physical products this is 21 days from the paid order (i.e. after the lapse of the statutory period for withdrawal from the contract). Commissions from the sale of digital products and any RefCash tips (see below) may be available earlier – even immediately after the completion of the transaction – as they do not concern returns of physical goods. The Referrer/Creator must have a fully active and verified Stripe Account and must order the transfer of funds to their bank account in order to withdraw the accumulated commissions (details in Sec. 8).

6.14. RefCash (tips from viewers): The Referrer/Creator may also earn through so-called RefCash – voluntary tips from viewers who wish to support them. Formally, RefCash is treated as a digital product sold by RefSpace LTD (the viewer purchases a kind of e-certificate assigned to a given Creator). The Referrer receives remuneration amounting essentially to 80% of the value of such a transaction, reduced by the costs of Stripe payment processing and the Platform’s commission (detailed rates are specified in the Fees and Commissions Table). Funds obtained from RefCash are available for payout immediately (tips are not subject to consumer returns), although the Platform reserves the right to temporarily withhold the payout in the event of suspected abuse or the need for additional verification of the transaction.

6.15. Liability of the Referrer/Creator: The Creator is responsible for the promotional content they create. They should make efforts to ensure that their recommendations are reliable, based on the actual features of the product and their own experience. It is prohibited to deliberately mislead audiences as to the properties of a product or to make unfounded promises (e.g. attributing unverified medicinal properties to a product). The Creator must also comply with laws concerning advertising and promotion – in particular their promotional materials must be recognisable as marketing communications (see item 6.8 above). The Referrer may not undertake acts of unfair competition against other platform users (e.g. publicly defame competing products without grounds). In the event of legal claims arising from content created by the Referrer (e.g. where a third party feels defamed or their rights are infringed by the user’s statements), full responsibility rests with the Referrer – they will be the party to any dispute or proceedings, not RefSpace.

6.16. Sanctions for violations: In the event of the Referrer’s/Creator’s breach of the provisions of these Terms (including the rules of the referral programme, UGC rules, third-party rights or legal provisions), RefSpace is entitled to take appropriate measures. These may include, among others: issuing a warning (e.g. by e-mail or a message in the panel), temporarily limiting the Referrer’s functions (e.g. suspending the ability to add new products to the shop or to publish content), exclusion from the referral programme (removal of Referrer/Creator status) or – in the case of serious or repeated violations – blocking/removing the User’s account (in accordance with the procedure described in item 4.3). RefSpace will inform the User about the measures taken and their reasons, unless providing such information is excluded by law or by the interest of ongoing proceedings.

7. Conclusion of the Sales Transaction
   7.1. The RefSpace Platform enables the conclusion of Sales Transactions for Products between Suppliers and Buyers (Users or – where the functionality allows – guest Buyers). A guest Buyer – i.e. a person making a purchase without registering an account – upon placing an order and accepting the purchase terms agrees to be bound by the provisions of these Terms in the same way as a registered User. A guest is obliged to provide all data necessary for order fulfilment (e.g. full name, delivery address, e-mail address for communication) and has the same rights and obligations towards the Supplier as a registered Buyer. Note: some functionalities (e.g. tracking the order status in the panel) may be unavailable to a guest – in such cases, communication takes place exclusively via the e-mail address provided.

7.2. Product offers posted by Suppliers on the Platform do not constitute an offer within the meaning of the Civil Code, but an invitation to treat. A Transaction is concluded when the Buyer places an order via the Platform mechanisms (adding the product to the basket, providing delivery details and paying for the order) and when the Supplier confirms acceptance of the order for fulfilment. This confirmation occurs automatically after successful collection of the Payment from the Buyer – the Platform notifies the Buyer that the order has been accepted, and the Supplier receives information about the new order.

7.3. Legal nature of the Transaction: The contract of sale is concluded between the Buyer and the Supplier. RefSpace is not a party to this contract – it acts solely as an intermediary facilitating the conclusion of the Transaction and handling the Payment. The terms of sale (other than those set out in these Terms) are determined by the Supplier in the content of the offer, provided that they may not conflict with mandatory legal provisions. The Supplier is responsible for ensuring that the offer terms comply with consumer law (where applicable) and with these Terms.

7.4. By listing a Product offer, the Supplier undertakes to clearly specify all material terms of sale, in particular: the gross price (including taxes, where applicable), the available delivery methods and costs, any additional charges, the order fulfilment time (preparation and dispatch) and information on availability or product variants (e.g. condition new/used, size, colour, etc.). The Supplier bears full responsibility for the accuracy of this information. Products that are unlawful or infringe third-party rights may not be offered – RefSpace has the right to remove or block offers containing such products. In particular, the sale of goods and content listed in item 5.4 above is prohibited (illegal products, those requiring a licence without having one, counterfeit, pirated, pornographic to the extent illegal, etc.). The Supplier is obliged to comply with the restrictions set out in the RefSpace Prohibited Products Policy.

7.5. Once the Buyer has placed an order and paid for it on the Platform, the Payment is authorised and processed by the integrated payment operator (Stripe), and the funds are credited to a segregated technical Stripe account linked to RefSpace. The Platform confirms the conclusion of the contract of sale between the Buyer and the Supplier, the Buyer receives an automatic order confirmation e-mail, and the Supplier receives information in the panel and by e-mail. The Supplier is obliged to proceed immediately with fulfilment, dispatch the parcel within the declared time, change the order status to “shipped” after dispatch, and provide the Buyer with the parcel number and a tracking link. If the Supplier cannot fulfil the order, they should cancel it immediately via the Platform; in such a case the contract is cancelled and the Payment is refunded to the Buyer by Stripe to the instrument used for payment.

7.6. The contract of sale between the Buyer and the Supplier is performed upon delivery of the Product to the Buyer. The Supplier undertakes to deliver a product free from defects, in accordance with the offer description and within the agreed time, to pack and secure it properly, and to provide the Buyer with proof of dispatch and a tracking number. The risk of loss of or damage to the product in transit is borne by the Supplier until the item is delivered to the Buyer, unless the Buyer selected a carrier not offered by the Supplier – in which case the transfer of risk occurs in accordance with the applicable provisions.

7.7. Right of withdrawal (returns): If the Buyer is a consumer and the Supplier is a business, the provisions on distance contracts apply, including the 14-day right of withdrawal without giving reasons (counting from delivery). The Supplier is obliged to provide a withdrawal form template, confirm receipt of the withdrawal notice and provide return instructions to the Buyer. The Supplier may withhold the refund until they receive the goods back or proof of their return, whichever occurs first. Exceptions to the right of withdrawal (including, inter alia, digital content supplied in full with consent before the deadline, personalised products, sealed recordings once opened, perishable goods) must be clearly indicated in the offer. The Supplier informs the Platform that the return formalities have been completed (in the panel, where available, or by e-mail to returns@refspace.com), and then – in accordance with the Platform’s procedure – RefSpace refunds the amount due to the Buyer (in full or with permissible deductions, e.g. the cost of the cheapest shipment and return). The Supplier is obliged to settle with RefSpace the amounts to be refunded in accordance with the following rules: if, in a given billing period, a return of Goods by the Buyer has taken place, the Supplier is obliged to notify RefSpace at returns@refspace.com and provide documentation confirming the circumstances of the return, in particular the date of the Buyer’s withdrawal from the contract and information on whether the full amount for the product should be refunded or only part thereof (e.g. deduction of value in the case of use of the Goods, if this was stipulated in the sales terms accepted by the Buyer). After the return has been approved by RefSpace, the funds due to the Buyer are refunded directly by RefSpace in full or reduced by the due deductions, in accordance with the applicable consumer law. In connection with the return, RefSpace will request from the Supplier the return of the funds that the Supplier received for the sale of the Goods from which the Buyer withdrew. RefSpace will issue the Supplier a consolidated invoice on the last day of the month, covering all amounts to be refunded for all withdrawals approved in a given month. The Supplier is obliged to settle this invoice within 14 (fourteen) calendar days of its issue. The Supplier agrees to receive electronic invoices at the e-mail address provided when registering the Supplier account. Invoices will be sent no later than 3 business days after the end of the billing period. The Supplier authorises RefSpace Ltd to provide the payment operator (Stripe) with which RefSpace cooperates with appropriate instructions regarding settlements and deductions related to transactions and returns, including to receive funds from Buyers and to make refunds due to Buyers.

7.8. Returns with a private seller: If the Supplier is a natural person not conducting business activity (a private seller), the statutory consumer right of withdrawal does not apply mandatorily. Such a Supplier is not legally obliged to accept returns without giving reasons. Nevertheless, the private Supplier should clearly indicate in the offer whether they voluntarily allow the Buyer to return the goods (e.g. within a specified 7 or 14-day period) and on what terms. In every case – regardless of the Supplier’s legal status – they are liable for conformity of the goods with the contract and under the statutory warranty for defects. This means that if the product proves defective or not as described, the Buyer has complaint rights. The Supplier (both a business and a private person) is obliged to consider a consumer complaint and respond to it within 14 calendar days of receipt – a lack of response within this period is treated as acceptance of the complaint by the Supplier.

7.9. Settlement of payments between the Buyer and the Supplier: After the Transaction has been completed (i.e. after the product has been delivered to the Buyer and the possible withdrawal period has expired), the payment is settled. Stripe – as the payment operator – allocates the collected funds among the parties to the Transaction as follows:
● The Supplier receives an amount equal to the product’s sale price less the due sales commission (success fee) and the Platform fees and transaction fees (in accordance with item 8.2 below). The sales commission is set by the Supplier individually for the product and constitutes remuneration for Referrers (Creators) for promoting the product. Funds are standardly blocked from payout for 14 days from order payment. If the Referrer acts in the role of Supplier, they bear a fee in the form of the Platform commission in the amount indicated in the Fees and Commissions Table. If the Referrer of a product simultaneously acts as its Supplier, then instead of a Referrer Commission they bear a fee in the form of the Platform commission in the amount indicated in the Fees and Commissions Table.
● The Referrer (Creator) – if they participated in the given sale – receives their due share of the sales commission. This commission is paid out from the Transaction funds to the Referrer’s Stripe Account (after meeting the payout conditions referred to in item 8.4). By listing an offer and allowing Referrers to promote it, the Supplier authorises the Platform Operator to automatically deduct the Referrer’s commission from the payment for the transaction and to transfer that amount to the promoting Referrer on the Supplier’s behalf.
● The Platform (RefSpace) retains the fees due to it, including its share of the sales commission (constituting remuneration for the services provided) and the transaction fee – in accordance with the rules described in item 8.2. The cost of Stripe payment processing is split proportionally between the Supplier, the Referrer and the Platform (each bears the processing cost on their share of the funds received – see item 8.3).

8. Payments, commissions and payouts
   8.1. Payment operator – Stripe: All payments made on the Platform are handled by the external payment operator Stripe, Inc. (under the Stripe Connect service). By making a Payment, the Buyer accepts the Stripe services terms (presented during checkout). Suppliers and Referrers receiving payments are required to create and maintain an active Stripe Account linked to RefSpace. RefSpace does not hold Users’ funds – the entity initiating the transfer of funds and holding them until settlement is Stripe. Activation of a Stripe account via the RefSpace panel (the “Connect Stripe” function in the “My Finances” tab in account settings) and completion of the full identity verification procedure (KYC/KYB, required by anti-money laundering regulations) is a necessary condition for the payout of funds earned on the Platform. Stripe may require the User to provide additional personal or company data (e.g. national ID number, tax ID, company registration details) and to submit identity documents, certificates, etc., in order to meet regulatory requirements (AML/KYC). Failure to complete full Stripe verification will prevent the payout of accumulated funds, and in the case of significant delay in providing the required information – may result in the blocking of further payouts until the data is completed.

8.2. Commissions and fees charged to the Supplier: Use of the Platform by the Supplier is primarily on a success-fee model – the Supplier essentially incurs charges when a sale is made via RefSpace. Standard charges include:
● Sales commission – set by the Supplier for the given product (as a % of the product’s gross price). This commission is split between the Referrer and the Platform in accordance with the model described in item 7.9 above (as a rule 65% for the Creator and 35% for the Platform from the commission rate set). A minimum commission rate may apply – its amount is specified in the Fees and Commissions Table.
● Transaction (technical) fee – a fixed fee charged by the Platform for each paid product line in a transaction (regardless of the number of units – if someone selects multiple units of products, e.g. 30, in 1 transaction the fee is charged only once), intended to cover operating costs (maintaining infrastructure, servers, developing functionality). The exact amount of the transaction fee is specified in the Fees and Commissions Table.
● Payment processing fee – a fee charged by the payment operator (Stripe) on the transaction amount. This fee is deducted automatically by Stripe at the time of settlement of the transaction and proportionally burdens all recipients of the payment (i.e. correspondingly reduces the amounts received by the Supplier and the Referrer). The current level of Stripe fees (payment processing commissions) is reflected in the Fees and Commissions Table (e.g. a fixed amount + a percentage of the transaction).
● Other fees – any additional, optional services on the Platform may involve fees set separately. Use of such services is optional and at the Supplier’s discretion.
At the end of each billing period (calendar month) RefSpace issues the Supplier (including a Referrer acting in the role of Supplier) a consolidated invoice covering all commissions and fees, with their types itemised. This invoice constitutes a cost document for the Supplier, while the commissions and fees themselves are deducted on an ongoing basis from sales proceeds.

8.3. Allocation of Stripe processing costs: The commission due to the Referrer (Creator) is calculated on the product price in accordance with the offer terms and paid to the Referrer after deducting the portion of the payment operator’s fee (Stripe) attributable to it. This means that the Stripe processing cost on the commission portion is borne by the Referrer, and the Supplier bears the processing cost only on their portion (the product price less the commission).

8.4. Funds availability and payout timings: Funds obtained from Transactions for the sale of physical products (both in the accounts of Suppliers and of Referrers acting as Suppliers) become available for payout 14 days after the order is marked as “shipped” – provided that during this time the Buyer has not reported a return nor initiated a dispute/complaint. In the case of higher order volumes the Supplier may request that the funds availability period for payout be shortened. Funds obtained from Referrers’ commissions (for recommending products) become available for payout 21 days after completion of the transaction (delivery of the product), provided the Buyer has not made a return or filed a complaint within that period. Funds from sales of digital products (e.g. e-books, online courses) and from sales of RefCash (tips) are available for payout immediately after the transaction is completed (however, the Platform may temporarily withhold the payout of such funds in the event of suspected abuse or the need for additional verification).
To withdraw accumulated funds, the User (Supplier or Referrer) must have a fully activated and verified Stripe Account (see item 8.1 above) – failure to meet this requirement will prevent the transfer of money to a bank account. Payouts are initiated using the function available within the Stripe account in the Stripe dashboard; Stripe makes the transfer to the indicated bank account in accordance with its schedule (automatically after each transaction or manually depending on the user’s settings) (as a rule, funds arrive within a few business days from initiation, depending on the recipient’s bank). The RefSpace Platform does not charge additional fees for making a payout; however, the User’s bank may charge its own fee for receiving the transfer, especially if it is a foreign currency transfer.

8.5. Payout hold and reserves: The Platform Operator has the right to withhold execution of an instructed payout of funds or to temporarily block the possibility of payouts from Users’ Stripe accounts in the following situations:
● there is a justified suspicion that the User’s transactions were unlawful or that the Terms were breached (e.g. suspected fraud, sale of prohibited products) – a hold for the time needed to clarify the matter,
● there is a need to secure funds against potential returns or complaints (e.g. a sudden increase in the number of complaints concerning a given Supplier),
● a request has been received from a competent state authority (e.g. the prosecutor’s office) to secure the funds in the account,
● the User has not provided the required, up-to-date data or documents necessary for verification (e.g. KYC documents for Stripe),
● it has been determined that the User has overdue, due payments to RefSpace (e.g. unpaid fees for additional services, contractual penalties) – in such a case RefSpace may deduct the amounts due from the funds accumulated in the account before executing the payout.
The User will be informed of the reason for withholding the payout (unless legal provisions or law enforcement prohibit such notification). The payout hold applies until the cause ceases (e.g. clarification and resolution of the dispute, provision of the missing data, repayment of arrears). In extreme cases – if payment of funds to the User proves impossible within a reasonable time or the User has grossly infringed the law – the funds may be returned to Buyers (e.g. in cases of mass non-performance of transactions) or used to cover the claims of injured parties, in accordance with applicable law.

8.6. Tax settlements: Each User obtaining income via the Platform (whether from product sales as a Supplier, or from commissions as a Referrer/Creator) is independently responsible for fulfilling their tax obligations arising from such income. In particular:
● Supplier – VAT-registered: is obliged to issue a VAT invoice at the Buyer’s request (whether the Buyer is a consumer or a business) for the product sold. The Platform may enable sending receipts/invoices to Buyers, however it is the Supplier who is responsible for correct VAT settlement on the sale. A Supplier exempt from VAT (e.g. using a small business exemption) should, at the Buyer’s request, issue another document confirming the sale (e.g. a receipt) in accordance with applicable regulations.
● Supplier – private individual (not conducting business): should bear in mind that even the sale of used items may give rise to tax obligations. The scope of these obligations depends on the law applicable to the Supplier’s country of residence and possibly the Buyer’s country. In some jurisdictions certain taxes on such sales may be borne by the Buyer (e.g. transfer tax), in others by the seller. As a rule, a private seller does not issue invoices, but at the Buyer’s request is obliged to confirm the transaction in writing (e.g. by drawing up a sales agreement or issuing a receipt).
● Referrer/Creator – natural person not conducting business: income from commissions should be settled in accordance with the regulations applicable to individuals’ income in their country of tax residence (e.g. as income from personally performed activities, under contract-for-specific-work/service arrangements, or other income, depending on local regulations).
● Referrer/Creator – entrepreneur: if the Creator conducts business activity, the commissions obtained constitute income from that activity and should be settled according to the rules applicable to that activity (e.g. as business income subject to income tax, VAT, etc., depending on the legal form and tax regime). As a rule, a Creator-business does not issue VAT invoices for commissions received to RefSpace, because these commissions are settled automatically by the Platform as success fee, but nothing prevents them from documenting them in their own accounting (e.g. through internal vouchers).
RefSpace, as a platform registered in the United Kingdom, does not act as a withholding agent for income tax on amounts paid to Users (commissions for Referrers/Creators, sales proceeds for Suppliers). Any fees charged by the Platform to the User (e.g. the transaction fee, the Platform’s share of the commission) constitute remuneration to RefSpace for electronic services provided; RefSpace issues the User a consolidated VAT invoice after the end of the billing month on the 1st day of the following month documenting these fees – the invoice is made available electronically (e.g. in the User panel and sent by e-mail), and the User agrees to receive invoices electronically.

8.7. Account blocking and funds: In the event of blocking or deleting a User’s account (whether for reasons described in item 4.3 above, or as a result of termination of the agreement by RefSpace – see item 10.4), RefSpace may withhold the payout of accumulated funds until any outstanding obligations have been clarified. If the User’s account was blocked or deleted due to violations, RefSpace may hold the funds for the time necessary to consider Buyers’ complaints or third-party claims related to the User’s activity. After this period, the remaining funds (if they have not been lawfully seized to cover damages or contractual penalties) will be returned to the User to the indicated bank account.

9. User Content and licences (UGC)

9.1. Users of the Platform (in particular Creators and Suppliers) may publish various types of content related to their activity and offers – e.g. product descriptions and photos, video materials (reviews, tutorials, presentations), comments, ratings, public elements of profiles, etc. All such User Content must comply with the provisions of these Terms, including the rules set out in Section 4 (Rules for Use) and this Section 9 concerning UGC (User Generated Content). By publishing any content on the Platform, the User declares that: (a) they hold the appropriate copyrights or licences to the materials posted (e.g. to videos, photos, music used in the background), which allow for the lawful sharing of such materials on RefSpace; (b) such content does not infringe the personal rights or image rights of third parties – where third parties or their voice/image appear in the materials, the User ensures they have obtained the consent required by law to use their image/voice; (c) the content does not contain prohibited elements referred to in item 4.1 above (e.g. offensive, obscene content, content inciting violence, disclosure of third parties’ private information without consent, protected materials without a licence, etc.).

9.2. Licence for RefSpace: A User who publishes any content on the Platform grants RefSpace a non-exclusive, royalty-free, worldwide licence to use such content for the purpose of providing services within the Platform, promoting the Platform and RefSpace’s marketing activities. This licence includes, in particular, the right to: display content on the RefSpace website and app, make content publicly available and perform it (streaming) within the Platform, share content on RefSpace-owned social media channels, use the content or its excerpts in RefSpace’s promotional and advertising materials (e.g. use of screenshots from the Platform showing Creators’ content). RefSpace is also entitled to make necessary technical changes or modifications to the content (e.g. video file compression, change of resolution, image cropping) and to create derivative works to the extent justified by the promotion of the Platform (e.g. edit compilations of clips from various Referrers/Creators). The User remains the owner of the copyrights in their content, but grants RefSpace the right to use such content free of charge and without restriction within the above scope for the period during which the given content is available on the Platform and for 5 years after its removal from the Platform. Extending the licence term after the content has been removed from the service is intended to enable RefSpace to continue the lawful use of promotional materials that have already been disseminated (e.g. posts on RefSpace’s social media containing fragments of Creators’ content). The granting of the above licence occurs at the moment the content is published by the User on the Platform.

9.3. Attribution and image: The User authorises RefSpace to use identifiers of the User in connection with the shared content – such as the profile name (pseudonym or first and last name) and profile photo, as well as the User’s image or voice, if it appears in the published content. This authorisation serves to inform about the source of the published content. This means, among other things, that alongside content published by the User on the Platform, their username and avatar (profile photo) may be displayed, and in RefSpace’s promotional activities RefSpace may state the pseudonym or name of the Creator/Referrer as the author of quoted content (e.g. “See a review of product X by Creator Y on RefSpace”). The use of the User’s image and identifying data occurs solely in the context of presenting that User’s content and information about them as its author.

9.4. No remuneration for content: The licence granted to RefSpace under item 9.2 is royalty-free – the User shall not claim any remuneration for the use of their content in accordance with these Terms. The User acknowledges that RefSpace may generate revenue or other benefits (e.g. increased popularity of the Platform) by presenting Users’ content, including by displaying advertisements alongside such content or by increasing other Users’ engagement, and that apart from the agreed commission remuneration for referred Transactions (applicable to Creators) they are not entitled to participate in such benefits. Exceptions may arise where a separate written agreement with RefSpace provides for additional remuneration for a given User for specific uses of their content (e.g. under a special partnership programme).

9.5. Removal of content by the User: The User has the right to remove from their account the content they have published (provided the Platform offers such functionality – e.g. deleting a video, removing a product offer, deleting a comment) or to delete their entire account. Removal of content results in the expiry of the licence granted to RefSpace after a reasonable period necessary to withdraw such content from public circulation. It should be noted, however, that removing content does not affect rights acquired by other Users or third parties to lawfully use such content obtained prior to its removal in accordance with these Terms. For example, if a Supplier has shared on their social media profile a Creator’s video originating from RefSpace (relying on the licence arising from the Terms), the removal of the video from RefSpace does not automatically create an obligation to remove the previously published post on the Supplier’s profile – nevertheless, at the Referrer’s request the Supplier should cease further promotion using that content after it has been withdrawn from the Platform.

9.6. Infringement of copyrights or personal rights: If any content posted by a User on the Platform infringes third-party copyrights or their personal rights (e.g. image rights), legal liability for such infringement rests with the User who published the disputed content. Upon receipt of a justified infringement notice (e.g. a DMCA notification concerning a work, or a demand to remove an infringement of personal rights), RefSpace will remove the challenged content. RefSpace may also – to the extent permitted by law – provide the injured party with information it holds enabling identification of the User who posted the content (e.g. their contact details), which the User acknowledges. The User further undertakes to hold RefSpace harmless against any third-party claims arising from the User’s infringement of their rights in connection with the publication of content on the Platform, and to cover the justified costs (including legal costs) incurred by RefSpace in connection with such claims.

10. Liability and limitations
    10.1. Supplier’s liability towards the Buyer: As mentioned in item 5.8, the Supplier bears full responsibility for the Products they sell and for the course of the Transaction with the Buyer. In particular, it is the Supplier’s duty to ensure that the product has properties consistent with the description, is dispatched on time and delivered free from defects, and that consumer rights are observed (right of withdrawal, statutory warranty for defects). The Supplier is also obliged to consider complaints and, where applicable, perform obligations under any guarantee they have granted. In the event of a dispute with the Buyer, the Supplier should seek an amicable resolution and, if this proves ineffective, the Supplier will be the party to any court proceedings with the Buyer. The Platform may facilitate contact and mediation, but does not assume the Supplier’s liability towards the Buyer.

10.2. Referrer’s/Creator’s liability towards third parties: The Referrer (including the Creator) is responsible for the promotional content and statements they publish. They must comply with the rules of fair advertising (items 6.6–6.10 above) and must not infringe third-party rights. In the event of claims arising from content created by the Creator (e.g. a defamation claim by a third party, an allegation of misleading consumers with false advertising, etc.), the Creator bears liability. If any third party brings claims against RefSpace in relation to content published by a specific Creator, the Creator undertakes to assume responsibility for such claims and to cover any damages or costs (see also the point below on hold harmless – indemnity).

10.3. RefSpace’s liability (the Platform Operator): RefSpace is liable to Users only for the proper provision of its own electronic services – i.e. for the proper functioning of the Platform as a technical tool (in accordance with these Terms) and for fulfilling obligations imposed on it by law. RefSpace is not liable for non-performance or improper performance of sales contracts concluded between Buyers and Suppliers, except in cases where consumer law expressly imposes such liability on a “marketplace operator” (e.g. if RefSpace were to be recognised – under EU or UK law – as an entity jointly liable to the consumer). The intention of these Terms is, however, to make clear that RefSpace is not a party to the contract of sale and, as a rule, is not liable for the actions or omissions of Suppliers or Buyers towards each other. RefSpace also gives no guarantee that Users will achieve specific business results – e.g. it does not guarantee that Suppliers will sell a given number of products, or that Creators will achieve certain earnings; outcomes depend on the quality of offers, the attractiveness of the content created and demand on the Buyer side.

10.4. RefSpace is not liable for temporary unavailability of the Platform for reasons beyond its control, such as force majeure, Internet network failures or technical issues on the side of external service providers (e.g. hosting services, payments). However, it endeavours to minimise the effects of any interruptions and to support Users in completing ongoing activities once full service functionality is restored.

10.5. Hold harmless (indemnity): The User agrees to hold RefSpace harmless against any claims, damages or losses (including legal costs) arising from the User’s breach of these Terms or of the law. This means that if any third party brings a claim against RefSpace in connection with the User’s actions, the User will assume responsibility for such claim. This applies in particular to: (a) claims related to products offered by the Supplier (e.g. liability for a dangerous product, infringement of trade marks by the goods sold); (b) claims related to content published by the User (e.g. infringement of copyright, personal rights of third parties by the User’s materials); (c) fines, fees or sanctions imposed on RefSpace as a result of the User’s actions (e.g. where a regulator finds a breach of law caused by the User’s activity on the Platform). In such a situation, RefSpace will inform the User of the claim received and, where possible, enable them to participate in the defence of their position, while reserving the right to take the necessary legal steps independently to protect against the claim.

11. Termination of the agreement with the User (account deletion)
    11.1. User’s resignation: The User has the right to stop using the Platform and delete their account at any time. To do so, they may send an appropriate request to RefSpace Customer Support (e.g. by e-mail) or – if such an option is available in settings – use the self-service account deletion function in the user panel. The account will be deleted within a maximum of 14 days from RefSpace’s receipt of the request (unless the User withdraws their request within that time). After account deletion, the User’s data may continue to be stored by RefSpace for up to 30 days – solely to confirm the fact of having held an account and to complete necessary administrative steps.

11.2. Multiple User accounts: If the User holds more than one account on the Platform (e.g. one as a Referrer and another as a Supplier, in accordance with item 3.3), deletion of one account does not automatically delete the remaining accounts. Each account is treated independently. A User wishing to delete all their profiles should submit separate instructions for each account. Before deleting a Supplier or Referrer account, the User is obliged to settle all outstanding obligations – in particular, to complete active Transactions (fulfil or cancel accepted orders), withdraw available funds from Stripe accounts and settle any fees due to RefSpace. If, at the time of requesting account deletion, there are unfinished Transactions or disputes involving the User, RefSpace may suspend the account deletion procedure until they are concluded (of which the User will be informed).

11.3. Termination of the agreement by RefSpace (ordinary): RefSpace reserves the right to terminate the electronic services agreement (close the User’s account) with 14 days’ notice, for good cause. Good cause shall include, in particular: (a) a decision to end or significantly change the operation of the Platform, (b) a material change in the business model preventing further provision of services on the current terms, (c) prolonged (over 6 months) User inactivity combined with a zero balance (i.e. no activity and no transactions/commissions). The notice will be sent to the e-mail address assigned to the User’s account. After the notice period expires, the account will be deactivated and any remaining funds will be returned to the User’s designated bank account (where possible – otherwise they will await contact from the User).

11.4. Termination of the agreement by RefSpace (with immediate effect): Notwithstanding the above, RefSpace may terminate the agreement with the User with immediate effect (i.e. delete or block the account without notice) if a gross breach by the User of these Terms or of the law is found. This applies in particular where:
● the User uses the Platform for unlawful activity (e.g. sale of illegal goods, money laundering, financial fraud),
● despite warnings, the User persistently breaches the rules on publishing content (e.g. repeatedly publishes prohibited content referred to in item 4.1),
● the User undertakes actions that threaten the security of the system or other Users (e.g. attempts to hack the system, phishing, DDoS attacks),
● it emerges that the data provided by the User upon registration were false or that the User impersonated another person or entity,
● despite reminders, the User has not settled amounts due to RefSpace for services provided (e.g. is in arrears with fees specified in the Fees Table or has not paid a contractual penalty).
If an account is deleted for the above reasons, the User will be informed of this by e-mail (to the address assigned to the account). Funds accumulated in the User’s Stripe account may be temporarily blocked for the time necessary to consider any Buyer complaints or third-party claims related to the User’s activity. After clarification, these funds will be released and returned to the User, unless they have been lawfully allocated to cover damages or penalties arising from the breaches (e.g. where a court orders funds to be transferred to those harmed).

12. Final provisions
    12.1. Contact with Customer Support: The User may contact RefSpace on any matter related to the operation of the Platform and the services provided by electronic means by sending an e-mail to: hello@refspace.com. Contact is also possible via the contact form available on the RefSpace website. RefSpace will endeavour to respond to the User’s questions and submissions within up to 5 business days.

12.2. Amendments to the Terms: RefSpace has the right to amend these Terms for valid reasons. Valid reasons include, among others: changes to functionalities or services available on the Platform, changes in laws affecting the services provided, the issuance of recommendations, decisions or orders by competent public authorities, the need to improve User safety, the expansion or limitation of the scope of services provided. RefSpace will inform Users of a planned amendment to the Terms at least 15 days before the effective date, by sending a notice to the e-mail address assigned to the account and by publishing an announcement on the Platform website. If the User does not accept the planned changes, they should delete their account before the effective date (which is equivalent to termination of the electronic services agreement). Failure to delete the account before the effective date, and continued use of the Platform thereafter, will signify acceptance of the amended Terms.

12.3. Governing law: Matters not regulated by these Terms are governed by the law of England and Wales (the jurisdiction in which the RefSpace operator is registered). These Terms do not exclude or limit mandatory consumer protection provisions that may apply to the User in the country of their residence. In particular, if the User is a consumer resident in another country (e.g. in Poland or another EU Member State), they are entitled to the protections provided by that country’s law – and, in the event of a conflict between the provisions of these Terms and that law, the more favourable consumer provisions of their country of residence shall prevail.

12.4. Dispute resolution: Any disputes between the User and RefSpace will first be resolved amicably – through direct negotiations and contact with Customer Support. In the absence of agreement, the dispute will be submitted to the competent court of England and Wales (the court competent for RefSpace’s registered office). This provision does not deprive a consumer of the right to pursue claims before a court competent under the laws of their country. A User who is a consumer may also use out-of-court dispute resolution methods – including the ODR (Online Dispute Resolution) platform operated by the European Commission – before taking the matter to court. In disputes with a consumer resident in the EU, the competent court will be determined under EU law (as a rule, the court of the consumer’s place of residence).

12.5. Language versions of the Terms: The Terms are available in Polish and English. In the event of discrepancies between the language versions, the English version shall prevail.

12.6. Entry into force: These Terms enter into force on 02.10.2025 and replace all previous RefSpace Platform terms governing general rules, rules for Referrers/Creators and rules for Suppliers, which as of that date cease to be in force. All annexes and related documents (Privacy Policy, Cookies Policy, Prohibited Products Policy, Fees and Commissions Table, Additional Services Regulation) constitute a supplement to these Terms.