Terms and conditions

1.1 Platform operator. The Guided Market Exchange platform at https://gme.ee (the “Platform” or “GME.EE”) is operated by Pearls and Roses OÜ, a private limited company incorporated in the Republic of Estonia (registry code [registry code], registered address [street address], Tallinn, Estonia; email legal@gme.ee) (the “Operator”, “we”, or “us”).

1.2 Business use only. The Platform is provided strictly for commercial, professional, and business-to-business trade. By registering a Workspace or accessing a Deal Room, the subscribing legal entity (the “Customer”) confirms that it acts exclusively within its economic or professional activity. Consumer protection rules under Estonian or European Union law, including the statutory 14-day right of withdrawal, do not apply to any Subscription, Pilot, or Introduction Fee under these terms.

1.3 Demo and sample scenarios. Pre-filled catalogs, simulated negotiations, sample order books, and illustrative savings marked “Demo”, “Interactive demo”, or “Sample scenario” only show how the system works. They are not binding offers, guaranteed market activity, or financial representations by the Operator.

2.1 No free membership tier. Full access to a GME.EE company workspace (“Workspace”), including catalog management, automated pricing rules, request origination, and marketplace discovery, requires an active paid subscription (“Subscription”) or an active Paid Pilot Agreement.

2.2 Published plans. Unless otherwise agreed in a signed Order Form, Subscriptions are offered on the following plans, all excluding VAT:

1. (a)Trade, €290 per month. One Workspace, up to five named user seats, and up to 100 Automated Deal Workflows per calendar month. Month-to-month Trade Subscriptions carry a one-time Guided Launch Fee of €490, waived for an annual prepaid term.
2. (b)Commercial, €790 per month. One Workspace, up to 15 named user seats, up to 400 Automated Deal Workflows per calendar month, multi-stage internal approval routing, standard webhook integrations, and reduced Introduction Fee rates.
3. (c)Private Exchange, from €2,490 per month. Governed by a custom Order Form covering multi-entity workspace controls, custom workflow allowances, dedicated connectors, and Service Level Agreement commitments.
4. (d)60-day Paid Pilot, €790 one-time. Sixty calendar days of Workspace access including Guided Launch setup. Unless the Customer gives written notice of non-renewal at least seven days before the pilot ends, the Workspace converts on day 61 to the monthly Trade plan (€290 per month) or the plan selected in the Workspace billing settings.

2.3 Deal-room guest access. A Customer with an active Subscription may invite its external buyers, suppliers, or counterparties (“External Guests”) into a specific transaction through a secure Deal-Room Guest Link, at no cost to the External Guest. Guest access is limited to viewing, counter-proposing within the Customer's preset limits, and approving or declining that single Deal Room. External Guests may not publish catalogs, start their own requests, or receive Marketplace Introductions without their own Subscription.

3.1 What counts as a workflow. One “Automated Deal Workflow” is a single commercial request, quote, or negotiation thread processed by the Platform's rule and negotiation engine, including up to ten counter-offer rounds and standard document exports for that deal.

3.2 What does not count. The following do not use the monthly allowance:

1. (a)Browsing the directory, viewing catalogs, or manual messaging.
2. (b)Internal approval sign-offs by the Customer's authorised users, or final acceptance by an External Guest.
3. (c)Retries, timeouts, or recalculations caused by an Operator platform error.

3.3 Monthly reset and overage. Allowances reset on the first day of each monthly billing cycle and do not roll over. The Platform notifies the Customer at 80% and 100% of the allowance. There are no surprise usage charges. At 100%, the Customer may either:

1. (a)upgrade to the next plan immediately, pro-rated for the rest of the billing month; or
2. (b)buy a Workflow Volume Pack (€75 per 50 additional Automated Deal Workflows) in the Workspace billing portal.

4.1 Zero commission on existing counterparties. The Operator charges 0% commission on deals between a Customer and:

1. (a)any counterparty the Customer invited to the Platform through a Deal-Room Guest Link or direct invite;
2. (b)any counterparty with whom the Customer has a documented commercial relationship, shown by a prior invoice, active contract, or written quote dated within the previous 24 months; or
3. (c)any repeat order placed after the First Qualifying Order between the same buyer and supplier.

4.2 Introduction fee for new buyers. When the Platform matches a subscribing supplier with a genuinely new buyer found through GME.EE (a “Marketplace Introduction”), the supplier pays the Operator a one-time Introduction Fee on the First Qualifying Order only:

1. (a)Trade plan: 2.0% of the Net Qualifying Order Value, capped at €1,500 per buyer–supplier relationship.
2. (b)Commercial and Private Exchange plans: 1.5% of the Net Qualifying Order Value, capped at €1,000 per buyer–supplier relationship.

4.3 Shown upfront, with a right to object. Before a supplier accepts or submits a binding offer on a Marketplace Introduction, the Platform labels the opportunity as a GME-introduced buyer and shows the applicable fee rate and cap. If the supplier already has a relationship with that buyer under clause 4.1(b), it must flag this in the Deal Room before accepting the order and upload reasonable evidence, such as a redacted prior invoice header. Once verified, the fee is permanently waived for that buyer.

4.4 Order value and split orders.

1. (a)“Net Qualifying Order Value” means the net price of goods or services agreed and paid under the First Qualifying Order after commercial discounts, excluding VAT, sales taxes, customs duties, and separately itemised pass-through freight or shipping.
2. (b)For framework agreements or recurring service contracts that began with a Marketplace Introduction, the First Qualifying Order is only the first paid call-off order, or the setup fee plus the first billed service period. Theoretical contract ceilings do not count.
3. (c)Where one buyer request is split across several suppliers, each supplier's fee and cap apply only to that supplier's awarded portion.

4.5 Price-floor protection. When automated negotiation rules are configured, the Platform includes any applicable Introduction Fee in the supplier's minimum margin, so an automated counter-offer never reduces the supplier's net proceeds below its configured floor.

4.6 When the fee applies, and refunds.

1. (a)The fee applies only when the buyer actually pays for the First Qualifying Order, in full or pro-rata across paid instalments. Drafts, expired quotes, and cancelled orders incur no fee.
2. (b)Where payment happens off-platform, by bank transfer or ERP invoice, buyer and supplier agree to confirm payment status in the Deal Room within ten business days of receipt, or to connect a supported accounting webhook.
3. (c)If a paid First Qualifying Order is later refunded or credited because of a genuine return or non-delivery, the Operator issues a matching pro-rata credit on the supplier's next invoice.

4.7 No bypassing active introductions. For six months after a supplier unlocks a buyer's identity through a Marketplace Introduction, the supplier must not deliberately move the First Qualifying Order off-platform to avoid the Introduction Fee. If a breach is verified, the Operator may invoice the maximum capped fee (€1,500 on Trade, €1,000 on Commercial) and suspend the supplier's Workspace.

5.1 Included support. Subscriptions include platform updates and support for platform defects. Target response times are two business days on Trade and one business day on Commercial, during Estonian business hours (09:00–17:00 EET/EEST).

5.2 Paid services. Manual data cleaning, restructuring PDF or Excel price lists, designing custom margin matrices, and building custom ERP connectors are not part of standard support and are billed as fixed-scope packages:

1. (a)Guided Launch, €490 one-time: up to three hours of assisted import of one clean catalog template, baseline pricing rules, and one onboarding session.
2. (b)Complex Onboarding, from €1,900: governed by a written Statement of Work setting source file limits, SKU counts, and delivery milestones.
3. (c)Managed Deal Operations, €450 per month: up to three hours per calendar month of catalog maintenance, pricing rule tuning, or staff training.

6.1 Billing and invoices. Subscription fees are billed in advance, monthly or annually. Introduction Fees and Workflow Volume Packs are itemised and billed monthly in arrears. Invoices are issued electronically by Pearls and Roses OÜ and are payable within 14 calendar days of the invoice date, unless paid immediately by card or SEPA direct debit.

6.2 VAT and reverse charge. All fees exclude value added tax (käibemaks). Estonian Customers are charged standard Estonian VAT, currently 24%. VAT-registered business Customers in other EU member states are invoiced under the intra-community reverse-charge mechanism (0% VAT) once their VAT number is validated through VIES.

6.3 Late payment and suspension. Under § 113 of the Estonian Law of Obligations Act (Võlaõigusseadus), overdue invoices accrue late payment interest (viivis) of 0.05% per calendar day from the due date until paid, plus the statutory €40 business debt recovery fee. If an invoice is still unpaid more than ten calendar days after a written reminder, the Operator may suspend Workspace automation and marketplace access until the balance is paid.

6.4 Cancellation and data export. Monthly Subscriptions can be cancelled at any time in the Workspace settings and stay active until the end of the paid month. Partial months are not refunded. Annual Subscriptions can be ended with written notice at least 30 days before the renewal date. After termination, the Customer keeps read-only access for 30 days to export its Deal Room audit logs, catalogs, and counterparties in CSV, JSON, or PDF.

7.1 These terms and all commercial relations between the Customer and Pearls and Roses OÜ are governed by the laws of the Republic of Estonia, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

7.2 Any dispute about these terms that is not resolved through good-faith negotiation between senior management within 15 business days is settled exclusively by Harju County Court (Harju Maakohus) in Tallinn, Estonia, as the court of first instance.