Special Terms and Conditions for the Digital Product Passport (DPP)

The following definitions apply to these Special Terms and Conditions, in addition to the definitions in the B2B General Terms and Conditions:

“DPP Service” — the digital service enabling the Brand to create, manage and publish Digital Product Passports via the COSH! platform, delivered in collaboration with the DPP providers as described in Article 4.

“Digital Product Passport” (DPP) — a digital data dossier at product level containing information as provided by the Brand regarding the composition, origin, circularity and sustainability of a product. The DPP is a technical instrument for the digital disclosure of product information. The DPP Service has been developed in view of the anticipated requirements of the European Ecodesign for Sustainable Products Regulation (ESPR) and related regulations, as currently known. COSH! does not warrant that the DPPs will at all times comply with the (future) requirements of the ESPR or any other legislation or regulation. The Brand remains solely responsible for assessing whether the DPPs comply with the legal obligations applicable to it.

“Item-level DPP” — a DPP created for a specific product or SKU within the Brand’s assortment.

“User Account” — a personal login account providing a Brand employee with access to the DPP management dashboard.

“Craftsmen” — the entry-level subscription for independent makers and small-scale producers.

“Pioneers” — the mid-tier subscription for growing brands.

“Flagship Chain” — the extended subscription for established brands with multiple points of sale or a broader market presence.

“Early Bird Rate” — the reduced monthly rate applicable to Brands that sign up before 1 May 2026.

2.1 Overview

The DPP Service is available in three subscription tiers. The scope per tier is as follows:

2.2 Craftsmen

The Craftsmen subscription includes one (1) user account and the ability to create and manage up to twenty (20) item-level DPPs via the COSH! platform. This subscription is intended for independent makers, artisans and small-scale producers.

2.3 Pioneers

The Pioneers subscription includes one (1) user account and the ability to create and manage up to five hundred (500) item-level DPPs. This subscription is intended for growing brands with a broader product line and distribution network.

2.4 Flagship Chain

The Flagship Chain subscription includes two (2) user accounts and the ability to create and manage up to two thousand (2,000) item-level DPPs. This subscription is intended for established brands with a multi-market presence or a chain of points of sale.

2.5 Exceeding limits

If the Brand exceeds or wishes to exceed the maximum number of item-level DPPs for its tier, the Brand shall notify COSH! in writing. COSH! will in such case propose an upgrade to a higher tier or a bespoke solution. Automatic expansion beyond the tier limits is not possible without written confirmation by COSH!.

3.1 Monthly rates

The DPP Service is invoiced on a monthly or annual basis, depending on the individual arrangements. All prices are exclusive of VAT. The standard rates are as follows:

3.2 Early Bird Rate

Brands that sign up before 1 May 2026 benefit from a reduced Early Bird Rate. This rate applies for a continuous period ending on the earliest of the following dates:

(a) the date on which thirty-six (36) months have elapsed since the commencement date of the Brand’s subscription;

(b) the date on which a European implementing regulation under the ESPR relating to textile products or apparel enters into force;

© the date on which the Brand upgrades to a higher subscription tier as referred to in Article 2.

Upon expiry of the Early Bird Rate, the then-applicable standard rate shall apply, unless COSH! confirms a different arrangement in writing.

In the event of an upgrade to a higher tier as referred to in paragraph ©, the standard rate of the new tier shall be due with immediate effect from the date of the upgrade. The Early Bird Rate shall not be reinstated upon any subsequent return to the original tier.

3.3 Payment method and invoicing

Invoicing takes place on a monthly or annual basis in advance, depending on the individual arrangements, in accordance with the payment provisions in Article 6 of the B2B General Terms and Conditions. The provisions regarding online payment (Article 6.7 of the B2B General Terms and Conditions) shall apply mutatis mutandis.

3.4 Price indexation

COSH! reserves the right to index the rates annually in accordance with the Agoria indexation formula as described in Article 6.5 of the B2B General Terms and Conditions. Price changes shall be communicated in writing at least thirty (30) days before the start of the new invoicing period.

4.1 Performance through third parties

The DPP Service is delivered in collaboration with specialised third parties, including a technical DPP provider responsible for the creation, standardisation and publication of the Digital Product Passports, and a platform provider responsible for the underlying DPP infrastructure. An up-to-date overview of the parties involved may be requested via info@cosh.eco.

4.2 Contractual responsibility

COSH! acts as the contractual counterparty of the Brand. The Brand does not enter into any direct agreement with the third parties engaged by COSH! for the performance of the DPP Service. COSH! is responsible towards the Brand for the proper delivery of the DPP Service, without prejudice to the limitations of liability in Article 6 of these Special Terms and Conditions.

4.3 Data transfer and consent to sub-processors

For the performance of the DPP Service, product data of the Brand is processed by third parties engaged by COSH! as technical executors. By signing these Special Terms and Conditions, the Brand consents to the engagement of such parties by COSH!.

COSH! is entitled to engage other or replacement parties in the performance of its obligations under these Special Terms and Conditions. COSH! shall inform the Brand in writing of any intended changes regarding the engagement or replacement of executing parties. The Brand has the right to object in writing to the change within fourteen (14) calendar days of receipt of such notification, provided that such objection is based on reasonable and justified grounds. If the Brand objects in a timely and substantiated manner and the parties fail to reach agreement within thirty (30) days, the Brand has the right to terminate these Special Terms and Conditions in writing with effect from the date on which the change takes effect, without any compensation being due for the remaining term from that date. If the Brand does not object in a timely manner, it shall be deemed to have accepted the change.

COSH! shall ensure that engaged parties with access to the Brand’s product data are bound by appropriate confidentiality and security obligations.

4.4 Continuity upon termination of collaboration

If the collaboration between COSH! and one of its technical execution partners is terminated, COSH! shall inform the Brand thereof in writing as soon as practicable. COSH! shall use reasonable endeavours to ensure the continuity of the DPP Service, whether through an alternative party or a transitional arrangement. The Brand shall in such case be entitled to a written overview of its DPP data for the purpose of data portability.

5.1 Ownership of product data

All product data provided by the Brand for the creation of DPPs shall at all times remain the property of the Brand. COSH! does not acquire any ownership rights over such data.

5.2 Right of use by COSH!

The Brand grants COSH! a non-exclusive, non-transferable right of use of the product data provided, solely to the extent necessary for the performance of the DPP Service and the publication of DPPs on the COSH! platform and related channels in accordance with European regulations.

5.3 Responsibility for accuracy of data

The Brand is at all times solely responsible for the accuracy, completeness and currency of the product data it provides for the DPPs. The Brand warrants to COSH! that the content, use and processing of the product data provided are not unlawful and do not infringe the rights of third parties. The Brand shall indemnify COSH! against all third-party claims relating to the product data provided by the Brand.

COSH! accepts no liability for inaccuracies in published DPPs resulting from information provided by the Brand, nor for damage arising from the use by third parties of DPPs based on inaccurate or incomplete data.

5.4 GDPR legal basis

The processing of personal data in the context of these Special Terms and Conditions takes place on the basis of the performance of the contract. Insofar as product data contain personal data (e.g. data of artisans or designers), the Brand is responsible for obtaining the required consents.

5.5 Data export upon termination

Upon termination of the subscription, the Brand has the right to request a complete export of its DPP data in a commonly used file format within thirty (30) days of the end date. After this period, COSH! reserves the right to delete the data.

6.1 Liability of COSH!

COSH! shall only be liable for direct damage that is a direct result of an attributable failure by COSH! in the performance of the DPP Service, and only after the Brand has given COSH! written notice of default with as detailed a description of the failure as possible, and COSH! remains in attributable default after the expiry of a reasonable cure period.

The liability of COSH! for direct damage is limited to the lower of the following two amounts: (i) the amount paid by the Brand to COSH! in the three (3) months preceding the damage-causing event for the DPP Service, or (ii) EUR 10,000 (ten thousand euros) per damage-causing event.

6.2 Exclusion of indirect damage

COSH! shall in no event be liable for indirect damage, consequential damage, loss of profits, loss of savings, loss of goodwill, damage due to business interruption, damage resulting from third-party claims against the Brand, or damage arising from the use of goods, materials or software of third parties prescribed by the Brand.

6.3 Exclusion of liability for loss or corruption of data

COSH! shall not be liable for the loss, damage or corruption of product data or other data provided by the Brand or processed via the DPP Service. The Brand is itself responsible for maintaining its own copy of all product data provided. COSH! is never obliged to restore or reconstruct lost or damaged data.

6.4 Exclusion of liability for technical failures by third parties

COSH! shall not be liable for damage arising from technical failures, interruptions, errors or unavailability of the systems of its engaged technical execution partners, unless COSH! could reasonably have foreseen or prevented the circumstance and failed to take appropriate measures.

6.5 Exclusion of liability for regulatory compliance

COSH! facilitates the creation and publication of digital product dossiers at product level. COSH! does not warrant the legal compliance of the content or format of the DPPs with any current or future European or national legislation or regulation, including the ESPR and related implementing regulations.

The DPP Service has been developed in view of the anticipated requirements of the ESPR as currently known. Since the final implementing regulations under the ESPR have not yet been published as of the effective date of these Special Terms and Conditions, COSH! does not warrant that the DPPs comply or will comply with the requirements arising from future regulations.

COSH! shall use reasonable endeavours to develop and adapt the DPP Service so as to align as closely as possible with the final requirements of the ESPR and related implementing regulations, once these are published. This obligation of means does not constitute a guarantee of full compliance.

The Brand is itself responsible for assessing whether the DPPs comply with the legal obligations applicable to it, and for taking any additional measures that may be necessary for that purpose. COSH! shall not be liable for damage arising from the non-compliance of DPPs with applicable legislation or regulation, regardless of whether such regulation was in force on the effective date of these Special Terms and Conditions or entered into force subsequently.

6.6 Limitation period for damage claims

The right to compensation arises only if the Brand reports the damage to COSH! in writing as soon as possible after its occurrence. Any claim for compensation against COSH! shall lapse by the mere expiry of twenty-four (24) months after the date on which the claim arose, unless the Brand has initiated legal proceedings before the expiry of this period.

6.7 Exception in case of wilful misconduct or gross negligence

The exclusions and limitations of liability described in this article shall not apply insofar as the damage is the result of wilful misconduct or gross negligence on the part of the management of COSH!.

6a.1 Qualification as SaaS

The DPP Service is made available to the Brand as a Software-as-a-Service (SaaS): COSH! provides functionality remotely via the internet, without providing the Brand with a physical data carrier or a download of the underlying software. COSH! is never obliged to make the underlying software or source code available to the Brand.

6a.2 No guarantee of uninterrupted availability

COSH! does not warrant that the DPP Service is at all times free of errors, uninterrupted or fully available. COSH! shall use reasonable endeavours to resolve any disruptions as promptly as possible.

6a.3 Scheduled maintenance

COSH! is entitled to take the DPP Service, in whole or in part, temporarily out of service for preventive, corrective or adaptive maintenance. COSH! shall ensure that the period of downtime does not last longer than necessary and shall endeavour to schedule maintenance outside business hours to the extent possible. COSH! shall inform the Brand in advance where this is reasonably possible.

6a.4 Changes to the service

COSH! is entitled to modify the content or scope of the DPP Service, including as a result of changes to the platform of the execution partners engaged by COSH!. If a change is substantial and results in a material change in the functionality on which the Brand based its subscription, COSH! shall inform the Brand thereof in writing as soon as practicable. In that case, the Brand has the right to terminate the subscription in writing with effect from the date on which the change takes effect, without any compensation being due for the remaining term from that date. This right of termination shall not apply if the change results from changes in applicable legislation or regulations or instructions from competent authorities.

6a.5 New versions

COSH! may continue to offer the DPP Service via a new or modified version of the underlying software. COSH! is not obliged to maintain, modify or add specific functionalities or features of the DPP Service for the Brand.

7.1 Term

These Special Terms and Conditions shall enter into force on the date of written or electronic confirmation by both parties and shall have an initial term of twelve (12) months, in line with the invoicing cycle described in Article 3.

If and insofar as the agreement between the parties constitutes a continuing performance contract, it shall apply for the term agreed by the parties. If no specific term has been agreed, the term shall be twelve (12) months.

The provisions of Article 6a.4 (changes to the service) and Article 4.3 (change of sub-processors) may give rise to an early termination right for the Brand under the conditions described therein, without prejudice to the provisions of this article.

Termination of these Special Terms and Conditions shall not affect the Retailer subscription of the Member, which shall remain in full force and effect.

7.2 Automatic renewal

After the initial term, the subscription shall be automatically renewed for successive periods of twelve (12) months, unless the Brand or COSH! gives written notice of termination no later than three (3) months before the end of the current period.

7.3 Early termination

Early termination is not possible unless COSH! expressly agrees thereto in writing. In the event of early termination by the Brand, the full subscription fee for the current contract period shall remain due, in accordance with Article 6.6 of the B2B General Terms and Conditions.

In the event of termination of the Retailer subscription due to non-payment, breach of contract or suspension as described in Article 3.7 of the B2B General Terms and Conditions, these Special Terms and Conditions shall terminate simultaneously and on the same grounds. The Brand shall in that case not be entitled to the continuation of the DPP Service.

7.4 Consequences of termination

After termination of the subscription, COSH! shall, within the agreed timeframe, delete all product data and other data of the Brand in its possession in a manner that renders the data unusable and inaccessible. If agreed, COSH! shall instead return such data to the Brand in a machine-readable format.

COSH! is entitled to charge the Brand for costs associated with the foregoing. Further arrangements in this regard may be recorded in the agreement.

The Brand’s user accounts shall be deactivated on the end date of the subscription. After deactivation, the Brand shall no longer have access to the DPP management dashboard and previously published DPPs can no longer be edited, amended or maintained via the platform.

Previously published DPPs shall remain publicly accessible via the associated QR codes or digital links for the period required by applicable legislation. Public availability beyond that period shall depend on the technical configuration of the platforms of the execution partners engaged by COSH! at the time of termination and cannot be guaranteed.

The Brand is itself responsible for compliance with any legal obligations requiring DPPs to remain publicly accessible for a specified period. COSH! accepts no liability for damage arising from the unavailability of DPPs after the expiry of the period required by law.

The foregoing shall not apply insofar as statutory provisions prohibit COSH! from deleting or returning the data. In that case, COSH! shall process the data solely to the extent required by its statutory obligations.

COSH! reserves the right to amend these Special Terms and Conditions, for example as a result of changes in applicable regulations, the collaboration with the execution partners engaged by COSH!, or the service offering. Amendments shall be communicated in writing at least thirty (30) days before they take effect. If the Brand does not agree with an amendment, it may terminate the subscription as of the date on which the amendment takes effect.

9.1 Responsibility for access management

The Brand is responsible for the adequate security of the user accounts provided in the context of the DPP Service. The access codes, login credentials and any certificates are confidential and may only be provided to authorised employees within the Brand’s own organisation.

9.2 Security of own systems

The Brand is itself responsible for the security of its own systems, infrastructure and network environment and shall maintain these adequately secured. COSH! shall not be liable for damage resulting from inadequate security on the part of the Brand.

9.3 Misuse of access credentials

COSH! shall not be liable for damage or costs arising from the use or misuse of access codes or login credentials by the Brand or by third parties to whom the Brand has granted or provided access, unless the misuse is the direct result of wilful misconduct or gross negligence on the part of the management of COSH!.

9.4 Duty to report loss or misuse

If the Brand knows or suspects that access credentials have come into the possession of unauthorised persons, the Brand shall inform COSH! thereof in writing without delay. COSH! is entitled to block the relevant access credentials with immediate effect and to issue new access credentials. COSH! shall not be liable for damage that occurred prior to the notification by the Brand.

9.5 Contact person

The Brand shall designate for the duration of these Special Terms and Conditions at least one contact person who has sufficient knowledge of the DPP Service and is authorised to take decisions on behalf of the Brand in connection with the performance of these Special Terms and Conditions. The Brand shall inform COSH! in writing of the identity and contact details of this contact person, as well as of any changes thereto.

10.1 Ownership of platform and infrastructure

All intellectual property rights in the DPP platform, the underlying software, the DPP infrastructure, the publication standards, the templates and the other technical components deployed by COSH! and the execution partners engaged by COSH! in the performance of the DPP Service are vested in the respective rights holders. The Brand does not acquire any intellectual property rights in the platform or the infrastructure.

10.2 Right of use of the Brand

COSH! grants the Brand a non-exclusive, non-transferable and non-sublicensable right of use of the DPP Service for the duration of the subscription and solely for the purpose of the Brand’s own business operations. This right of use shall terminate by operation of law upon termination of the subscription.

10.3 Use of Brand name and logo

The Brand authorises COSH! to use the trade name, logo and brand information of the Brand in the context of the publication of DPPs on the COSH! platform and related digital channels. This use is limited to what is necessary for the performance of the DPP Service and compliance with applicable transparency regulations.

10.4 Ownership of product data

All product data provided by the Brand for the creation of DPPs shall at all times remain the property of the Brand. Articles 5.1 to 5.5 of these Special Terms and Conditions shall remain fully applicable.