Winery Agreement

Adval (“Adval”, “we”, “us”) operates adval.wine. The winery shops on this site are templates. They show what a shop will look like. They do not take paid orders. Adval does not hold US state alcohol licences yet. Adval does not have a US warehouse yet. Adval gets the licences and the warehouse after wineries sign up. No paid order ships until both are in place. The licence Adval gets is a Washington, DC Class B Internet Retailer licence: wine and beer only, internet sales only, no public-facing premises, sealed-container delivery between 7am and midnight. The District of Columbia's local government changed its law. A brand that is not already sold in the United States can sell wine and beer directly to the customer.

This agreement governs your use of Adval to sell wine to customers in the United States. It is written to satisfy Regulation (EU) 2019/1150 on fairness and transparency for business users of online intermediation services, which applies to us because you are established in the EU — so several clauses below exist specifically to give you rights we are required to give you.

We will always make this agreement available to you before you commit to anything, and in plain language. If any part of it is unclear, ask us before you sign.

We give you a template shop. Your name is on it. Customers can look at it. They cannot place a paid order yet. When Adval can ship, Adval runs the payment, the grouping of bottles, customs clearance, the US warehouse, and delivery to the customer. Adval does not have the licences or the warehouse yet. Adval gets both after wineries sign up. No paid order ships until both are in place.

Adval decides which US states it can serve, and may change that list as the law changes. Adval tells you when the list changes.

We do not guarantee any level of sales, traffic, or visibility.

• Set your own retail prices, in US dollars. You are free to price as you wish; we never set or cap your prices.
• Give us accurate product information — vintage, alcohol content, volume, appellation, grape varieties and tasting notes — and keep it current. This information is shown to customers and is used for duty and excise treatment, so errors have real consequences.
• Be responsible for the quality and condition of the wine you dispatch to us, and for its compliance with the law where it is produced.
• Pack and hand over wine promptly when we send you a pick list.
• Grant us a non-exclusive licence to use your name, logo, images and descriptive copy for the purpose of operating and marketing your storefront. You keep all ownership. The licence ends when this agreement ends, except for material already used in records or in customers' existing order history.

Adval charges a commission of 15% of the bottle subtotal of each order. Commission is not charged on shipping.

Shipping is collected by Adval and pays for the physical journey. The customer pays a shipping fee at checkout; Adval receives that fee in full and pays the ocean freight, customs brokerage, US warehousing and the final domestic carrier out of it. You are not charged for those services and you do not receive the shipping fee.

So, for each order: you are paid the bottle subtotal less our 15% commission. Adval retains the shipping fee and the commission.

You are separately responsible for the costs of getting wine to the collection point, and for the import duty, federal excise and freight that are built into the landed price you chose to set. Our portal shows an estimate of those costs when you set a price; it is an estimate to help you price sensibly, not a charge we deduct.

Payments are processed by Stripe. You will complete Stripe's onboarding, including its identity and business verification, and your payouts are governed by Stripe's own connected-account terms in addition to this agreement.

You set prices in US dollars and customers pay in US dollars. Stripe converts to euro and pays your European bank account. Stripe sets the exchange rate and its own conversion fee. That fee is separate from Adval's commission. You set your retail price with that fee in mind. The portal shows the amount Adval sends before Stripe converts it.

Payout timing follows Stripe's schedule for your account. We do not hold your money beyond what Stripe requires.

Adval and its shipping partners bear the risk of breakage in transit. A bottle that reaches the customer broken is replaced or refunded by us, and we do not charge it back to you.

You bear responsibility for the wine itself — cork taint, spoilage, or the wrong wine in the bottle. Where a customer raises a fault of that kind we will handle the customer directly and then settle it with you.

This clause exists because Regulation (EU) 2019/1150 requires us to tell you plainly what data the platform generates and who can access it.

• You can access, at any time: your catalogue and pricing; your orders, including the wines, quantities, destination state, order status and the amount payable to you; your payout history through your Stripe dashboard; and your storefront's configuration.
• You cannot access: other wineries' data of any kind, and platform-wide aggregate figures.
• We may use aggregated, non-identifying data about platform activity to operate and improve the service.

Your storefront shows your wines in the order you arrange them. Adval does not rank or re-order them.

Adval does not sell its own wine and does not favour any winery over another. If that ever changes we will describe the main factors determining ranking, and any differentiated treatment, before it takes effect.

We will give you at least 15 days' notice before any change to this agreement takes effect, and longer where you need that time to make technical or commercial adjustments.

During the notice period you may terminate this agreement immediately, without penalty. Continuing to use Adval after the notice period means you accept the change.

We may make a change without notice only where the law requires it or where an immediate change is necessary to address an unforeseen and imminent danger to the service, its users, or the public.

If we restrict or suspend your storefront, we will tell you why, in writing, giving the specific grounds and the facts we relied on. Where possible we will tell you before the restriction takes effect, and otherwise as soon as we can.

If we terminate this agreement entirely, we will give you at least 30 days' notice and a statement of reasons. We may act faster only where we are under a legal obligation to, where you have repeatedly breached this agreement, or where continuing would expose Adval, a customer or the public to a serious risk.

You may respond to any statement of reasons and ask us to reconsider. We will look again and reply.

You may terminate at any time on 30 days' notice. Orders already placed will be fulfilled, and you will be paid for them.

Neither of us limits liability for death or personal injury caused by negligence, for fraud, or for anything that cannot lawfully be limited.

Subject to that, Adval's total liability to you in any twelve-month period is limited to the commission we earned from your sales in that period.

You indemnify us against claims arising from the wine itself, from inaccurate product information you supplied, or from your infringement of a third party's rights.

Questions about this document, or any request described in it, go to ops@adval.wine. Please allow one business day for acknowledgement.