Merchant Trade Agreement
Updated December 23, 2020
Enabling Tipser, Merchant(s) can list and offer its Product(s) for sale in the Platform where Tipser will distribute and sell the Merchant(s) Products across its Network of Point of sale site(s).
This document (referred to as the “Agreement”) between you (also referred to as “Merchant”, “your” and “you”) and Tipser AB (also referred to as “Tipser”, “we”, “us” and “our”) in relation to your activities carried on with us.
Capitalized words in this Agreement have a special meaning which are explained in the Definitions section in Schedule 1.
2. Access to Platform
In order to access the Platform, a Merchant needs to complete a Merchant Account application on our Website. The Agreement will become legally binding between you and us on the date that we confirm in writing that we have accepted your application to open an Account. You may cancel the Agreement by giving us notice in writing within one (1) calendar month of this date.
The Merchant needs a Merchant Account as well in order to manage, distribute and list Products for sale on the Platform.
To open a Merchant Account you must be entitled as a legal entity and legal person with the authority and full capacity to complete the Merchant Account application on our Website.
The Merchant incl. Merchant representatives must state their correct personal, company and address information; as well as ensure that this information is kept up to date.
By completing the Merchant Account application on our Website and entering into the agreement, Merchant accepts and agrees that the Merchant has read and accepted this Agreement.
You are responsible for setting your own password in accordance with the instructions that we will provide to you on our Website, as well as keeping all information you hold in your Merchant Account confidential.
Merchant shall immediately notify Tipser, via email to [email protected], if the Merchant suspects that the Administrator login has been revealed or otherwise abused.
See “Conditions of Use and Sale” for details about using the Platform.
3. The Assignment
Merchant is entitled, by this Agreement to list Products for sale on the Platform.
Through Platform Tipser will distribute and sell Merchant(s) Products through Network, consisting of both new and existing Point of sale sites.
Merchant and Tipser shall act in accordance with good business practices towards each other including loyally and faithfully capture both parties best interests towards the End users and Point of sales sites.
3.1 SALES AND DELIVERY
Detailed sales information will be made available by Tipser on the Merchant’s profile on our Website.
The Merchant is responsible for possessing required certification(s) for their current product range sold through the Platform, including all markets where the Merchant is operating.
The Merchant is further responsible for ensuring that the Product is in compliance with the legislation regarding the assortment to the market in which the product range is offered;
- The Product shall be categorized according to a Product category best suitable for the Product.
- It is not allowed to place an ad text for the same Product multiple times on the Platform.
- The Merchant is responsible, where applicable, for any infringement of third parties intellectual property rights in the ad text and the images that are supplied on the Platform.
- The Merchant is responsible for maintaining the Product specification consistent with the Product or service offered for sale.
- The Merchant undertakes not to spread information that may be deemed to include incitement, hate speech, pornography, depictions of violence or tasks that may offend, on the Platform.
- The Merchant can request Product information and assortment changes by filing an inquiry to our merchant management team, on [email protected]
3.2.1 USE OF MATERIALS
The Merchant grants Tipser and its Point of sale sites a right to use the Material(s) made available on the Platform for each and every Product for any promotional and marketing activities. This right involves the right to publish all Product information and any Material in the media over which Tipser and Point of sale sites, disposal inter alia in original, native, sponsored and in edited form.
3.2.2 FORWARDING OF ORDERS, RETURNS, AND RECLAIMS
Tipser shall regularly and promptly retransmit the received purchase orders through the Platform from End user to the Merchant.
Tipser is responsible for handling End user’s inquiries regarding potential defects in a Product, delays, reclaims, withdrawal and support requests. Tipser is however in turn entitled to impose and redirect the same demands on Merchant(s), considered as fully responsible in this matter, including the right of return, claims according to the current consumer and purchase legislations, and request associated support.
Inquiries and matters related to Products are primarily handled by Tipser’s customer service. The Merchant shall, where applicable, address the customer service issues that come directly from the End user to the Merchant. In cases where Tipser’s customer service needs to consult Merchant, in order to provide the best customer service, the Merchant shall provide its own customer service available to Tipser without delay.
In cases where the End user turns to Tipser for their right of withdrawal, Tipser shall promptly notify the Merchant thereof.
In cases where the End user turns directly to the Merchant for the use of the right of withdrawal, the Merchant shall likewise promptly notify Tipser.
In cases where the End user turns to Tipser with a reclaim, Tipser shall promptly confirm the case acceptance or nonacceptance with the Merchant.
3.2.3 MERCHANT RESPONSIBILITY FOR STOCK
Tipser holds no own stock of Products.
The Merchant is responsible for Product quality, all handling of the Product such as storage, shipping, or other handling until the ownership has passed to the End user.
The Merchant must ensure sound stock balance available for delivery according to the stock volumes specified upon uploading Product(s) to Platform and must immediately notify Tipser if the Products are likely to not be delivered according to the purchase order.
3.2.4 MERCHANT RESPONSIBILITY FOR DELIVERY
The Merchant is responsible for the delivery of the Product(s) to the End user within the promised time frame as stated in the purchase order and the ad text.
The Merchant is responsible for sending orders as well as delivery confirmations/-notifications either to Tipser or directly to the End user.
The Merchant is responsible for any damage that has occurred before and during the delivery to the End user.
The Merchant is responsible in case of reclaims or if uses it’s their withdrawal right in accordance with Applicable Law.
The Merchant is responsible for submitting the correct return address on the Platform, as well as information on how to proceed with reclaims and claims.
3.2.5 MERCHANT RESPONSIBILITY FOR RETURNS
Merchant is responsible for sharing and forwarding received returns to Tipser. It is of both parties best interest to maintain a high level of service and consumer credibility. Therefore, the Merchant must immediately inform Tipser regarding received returns so that Tipser may credit the End user within a reasonable period of time, as well as debit the Merchant for the value of paid goods.
Depending on the selected method for order status management, the confirmation of received returns is administered through the interface at Tipser.com or through API. Freight cost for returns may be charged, if so Tipser will receive an invoice and will thereafter debit the customer. Pre-printed return slip is expected to be included in the shipment. If not, Tipser will notify the Merchant regarding the End users return. Tipser is entitled to charge a customer <200sek for return shipping unless otherwise is specified.
3.2.6 USE OF PLATFORM
The Merchant is responsible;
- to ensure correct order status is provided on the Platform, through API or any other available means,
- to update the order status to shipped when the Product is sent and change status to “returned” when the Product is returned,
- adjust order status to cancelled in the case of a cancelled order,
- present the tracking information of the order if possible.
Tipser reserves the right, in its sole discretion, to close Merchant’s Account at any time.
Tipser shall make the Platform available to the Merchant, including Point of sale sites, by providing Merchant with access to the Platform including Administrator login once the Merchant Account application is approved.
Tipser receives payment(s) from the End user for purchases in accordance with applicable End user terms and conditions.
In cases where Merchant is onboarded through Tipser touchless integration, the Merchant receives full payment for the Product at the time of order.
5.1 Tipser has the right to product supply from the Merchant at acquisition price, which is defined on the basis of the Merchant’s stipulated current consumer price excl. VAT.
5.1.1 Purchase prices, including possible shipping costs, automatically entitles Tipser to at least 20%, or as per agreed margin(s) of the sale(s). Consequently, the acquisition price is defined as the Products consumer’s price deducted with the Tipser’s margin.
5.1.2 Reimbursement emanates in case of returns or reclaims of the Product(s) and at a revocation of an order if the Product value will be credited to the End user accordingly.
5.2 The revenue for the previous month’s sales are reported to the Merchant net of Tipser’s compensation according to paragraph 5.1.1 (“Purchase price”). Payment of the purchase price is settled between Tipser and the Merchant after 21 days from the order shipment date. This will be accomplished by Tipser performing reversed billing or by issuing “Specification for invoicing”, by 25th day of each calendar month where the Merchant is entitled to invoice Tipser with at least 20 days of payment terms.
5.2.1 As for touchless Merchant, Tipser is entitled to invoice the Merchant for the Tipser compensation specified in section 5.1.1 after 21 days from the order shipment date.
5.3 Tipser’s commission-based reimbursement according to paragraph 5.1 is considered acquired when the surplus is paid to the Merchant.
5.4 Tipser is not entitled to a commission-based reimbursement according to paragraph 5.1 if the End user has been credited for the amount of sales by Tipser accordingly:
5.4.1 The Merchant did not deliver the product to the End user during the previous month as described in paragraph 5.2,
5.4.2 That an approved claim has been made by the End user to the Merchant during the same period,
5.4.3 That a right to withdraw is utilized by the End user under the corresponding distance contract legislation, or,
5.4.4. Any other factor that may exclusively depend on Tipser.
The Merchant shall immediately notify Tipser regarding a situation as per 5.4 as soon as such situation occurs or if 5.4.1 is likely to arise.
The Merchant shall immediately notify Tipser regarding a situation such as 5.4.4 and in the event of suspiciousness regarding an End user’s deficient creditworthiness. Tipser shall inform the Merchant in case of claims or if the End user wishes to utilize their right of withdrawal according to the Applicable Law.
6. Agreement Period
The Merchant Agreement will become legally binding upon approval of the Merchant´s application for a Merchant Account and applies until further notice with one month’s mutual termination. For termination notice se section 15. Merchant shall receive a confirmation of the termination in order for the termination to be valid.
The agreement may be terminated by either party with immediate effect by the other party’s considerable breach of contract.
Each party undertakes that during the terms of the Agreement observe confidentiality regarding information received towards both parties concerning technical and commercial kind. Both parties are with the Agreement obligated during and for a period of five years thereafter not to abuse such information unless the information has become publicly known.
8. Treatment of Data
Tipser is responsible for processing confidential information and End user’s personal data in accordance with Applicable Law.
The Merchant will gain access to the personal data such as name and delivery address of the End user. The Merchant will also have access to email and phone number in order to notify the End user regarding an order as well as to provide relevant offers and create a better experience for the End user.
8.1 PERSONAL DATA ASSISTANT AGREEMENT.
Tipser’s data policy regulates important issues regarding the management of data relating to visitors and users of our Website and Point of sale site(s). Such data is referred to in this Agreement, as End user data and the visitors/users are referred to as End users.
The Data Policy is part of the agreement between Tipser, the Merchant(s) and Point of Sale site(s) who have access to the End user data.
8.1.1.LIMITATIONS REGARDING THE COLLECTION AND USE OF USER DATA
It is the responsibility of the Merchant to inform their suppliers of the content and meaning of the data section within this Agreement. Whether the Merchant fulfilled the obligation or not, the Merchant is still responsible for its subcontractors’ actions in the same way as for its own actions.
We reserve the right to request that suppliers to Merchant approve and sign this data policy obligation. This will however not relieve Merchant of its responsibility for the actions of its suppliers.
Further, Merchant undertakes to take all reasonable efforts to prevent third parties from exploiting its relationship with Tipser and taking any action under this paragraph.
8.1.2. TRANSFER OF USER DATA
Merchants may not in any other case provide third parties access to End user data or allow the transfer of End user data to third-party or any other external sites.
8.1.3. PERSONAL INFORMATION
Data containing personal information under Applicable Law may not be processed without the data subject’s consent, unless otherwise is provided by law. Tipser obtains the consent from End users upon placement of order(s) and in turn forwards it to the Merchant. Merchant undertakes not to process personal information in a manner contrary to the Applicable Law, and that at the request of Tipser or directly from End users perform withdrawal of consent, implement correction/deletion of any inaccurate data, block data against further marketing at a maximum of one (1) once a year, and on End users writing extradite the records to the End user and/or us.
8.1.4.PENALTIES FOR BREACHING
In the event of a suspected breach of the terms, Tipser reserves the right to immediately suspend all cooperation and to take all necessary actions we consider appropriate to prevent further violations.
Any violation of the terms in this policy constitutes a material breach of contract which justifies the Company the right to immediately terminate the Agreement.
Disclaimers in this paragraph apply to the extent otherwise is required by Applicable Law.
Tipser is not under any circumstances responsible for any direct or indirect damage caused by the use of, or the inability to use Network, Platform and/or it’s Material and/or information.
Any potential penalties that might occur or due to the violation of this Agreement or that might arise as a result of this Agreement and caused by Merchant, will solely be on Merchant’s responsibility. The Merchant is obliged to compensate Tipser for damage(s) suffered as a result of Merchant’s violation of this Agreement.
The Merchant is responsible for any property damage or personal injury caused to the End user or a third party and caused by the Product.
The Merchant is responsible for any damages brought to the End user because of the Product.
10. Limitation of Liability
Tipser cannot make any guarantees regarding the content or information provided in Network or Platform.
Further, Tipser provides no guarantees regarding Network or Platform functionality, availability, quality, usefulness or safety in addition to what is stated in this Agreement.
Tipser has partnered with external payment service providers (PSP) for handling third party payments. PSP’s have processes and technology in place to identify and stop fraud attempts and thereby minimize associated risks. Tipser may however be liable for losses that may occur due to End user fraud or fraud attempts, not attributable to the failure of PSP’s failure to identify fraudulent transactions.
Tipsers responsibility as mentioned above is limited to cases where Merchant can prove performed delivery by providing tracking number or freight parcel, and that the delivery has been shipped to the End user address.
12. Unauthorized access and Improper Use
Tipser is not responsible in cases of unauthorized access to or modification of materials, information that the Merchant sends to Tipser or materials or information received by Merchant.
Tipser is not responsible for any criminal acts such as threat or defamation committed as a result of Improper Use of Network or Platform. Other than an Authorized person(s) appointed in relation to a Merchant Account, you agree that you will not permit any other person to deal with us, including Platform, on your behalf.
Tipser is not responsible for any obscene or disruptive, abusive, inappropriate or otherwise offensive behavior when using Network or Platform.
13. Intellectual property rights
We own all Elements, you do not acquire any rights, title or interest in or to our Platform, Network, Website or the Elements.
We hereby grant you a personal, non-exclusive, royalty-free, revocable and non-transferable right, to access and make personal and use of our Platform and our Website for the limited purpose of listing, distributing and selling Products in accordance with this Agreement. No other rights are granted in respect of our Platform, Network or Website. In the event you do or attempt to do any of the prohibited matters as below, this right and the Agreement shall be immediately revoked without further notice to you and you shall have no further rights in or to our Platform, Network our Website or any of the Elements.
You must not:
(a) copy, reproduce, translate, duplicate, use, modify, adapt, alter, enhance, reverse engineer, decompile, decode, disassemble or reverse assemble the operation of, or create derivative works of, our Platform, Network, Website or any of the Elements (or cause or permit any other person to do any of the foregoing) except as potentially expressly provided for in the Agreement;
(b) create or develop any hyperlink or other form of internet web link to our Platform, Network or Website except with our express prior written consent;
(c) distribute, re-distribute, sell, re-sell, transmit, re-transmit, publish, make available, sublicence, transfer, rent, lend, re-circulate, repackage, disclose any of the Elements or any of the materials provided by us in relation to the Agreement (either in whole or in part);
(f) carry out any data collection, or use data mining, screen-scraping, optical recognition software, image makers, robots or any other similar or like data gathering and extraction tools on our Platform or the Elements;
(g) with the exception of application programming interfaces (APIs) which are not used for any Improper Use:
(i) use any software, algorithm, robot, applications, tools, codes, computer, electronic devices or equipment on our Platform for non-human and/or high frequency distribution of Products; or
(ii) make use of our Platform or any of the Elements for automated purposes;
(h) knowingly introduce any software viruses, trojans, worms, logic bombs, time bombs, “back doors” or back door devices, “drop dead devices”, malware, or any other material, software or code which:
(i) is or is likely to be malicious or technologically harmful, destructive, or disabling or anything analogous to the foregoing to our Platform or any of the Elements;
(ii) damages, disrupts, impairs, erases or adversely affects the normal operation of our Platform or any of the Elements;
(iii) assists in or enables theft or alteration of data or content from our Platform or any of the Elements; or
(iv) provides unauthorized access to our Platform or any of the Elements;
(i) permit or cause unauthorized access or attempt to gain unauthorized access to our Platform or any of the Elements, including the servers on which our Platform or any of the Elements is stored or any servers, computer or database connected to our Platform or any of the Elements;
(j) attack our Platform via a denial-of-service attack or a distributed denial-of-service attack;
(k) use our Platform, our Website, any of the Elements or any of the materials provided by us in relation to the Agreement (either whole or in part) in any way which would constitute (in our reasonable opinion) Improper Use; or
(l) do, or permit, any act or thing (or omit to do any act or thing) analogous to any of the foregoing.
14. Force majeure
Tipser and the Merchant are freed from the obligation to pay for any damage or to perform any obligations, if the damage or omission is due to circumstances outside the control of the party (“Force Majeure”) and the circumstance prevents, significantly aggravates or delays the fulfillment of obligation.
Force majeure is considered as government action or omission, new or amended legislation, industrial legislations, industrial disputes, blockades, war, riots, sabotage, extreme weather conditions, pandemic, lightning, fire, explosion, flood, natural disasters or accidents.
In case of Force Majeure, the other party shall immediately be informed thereof. Force Majeure is considered to exist as long as this impedes fulfillment of obligations.
Upon Force Majeure event, reasonable efforts shall be undertaken by the parties to limit the effects of the Force Majeure event.
Communication during the Agreement period towards Tipser shall be made at the designated location on the Platform. Messages to the Merchant are to be sent to the email address stated by the Merchant on the Platform.
You may not transfer any of your rights or delegate any of your obligations under the Agreement or grant any use or benefit of any right to any third party without our prior written consent.
We may transfer or delegate any of our rights and/or obligations under the Agreement, which may involve transferring any account balance held on your behalf, to any person, provided we act in accordance with Applicable Law. So long as you are in compliance with this Agreement as at the date of any such transfer, we shall use reasonable endeavors to provide you with not less than thirty (30) calendar days’ notice, although we reserve the right to do this with immediate effect in which case we will inform you about the transfer or delegation as soon as reasonably practicable. Where we transfer or delegate any of our rights or obligations under the Agreement to any person, we may provide that person with any information relating to you that they may reasonably require.
The Agreement is available on our Website. We may amend any part of the Agreement. Tipser is, however, entitled to unilaterally adjust and such adjusted terms are considered as valid one week after the Merchant is informed accordingly. You must ensure that you keep informed of these changes.
16. Disputes and Governing Law
Swedish law shall apply to the Agreement. Disputes arising from this Agreement shall be settled by general court with the Stockholm District Court as the first instance.
17. Sale of products in the UK
In the event Merchant(s) list and offer its Product(s) for sale via Platform within the United Kingdom (“UK”) the contractual party instead of Tipser AB shall be Tipser LTD, Company number: 12773623, address: 78 York Street – London – W1H 1DP. Tipser LTD is a fully owned subsidiary of Tipser AB.
Schedule 1 – DEFINITIONS
|Authorized person||Means by Merchant appointed individual(s) to handle Merchant Account.|
|Agreement||Has the meaning as set out in clause 1.|
|Merchant||A legal entity in whose name a Merchant Account is held.|
|Merchant Account||An account that you hold with us in the Platform where Product(s) are made available for sale through Network and Point of sale site(s).|
|Point of sale site(s)||Means partnered sale site(s), included but not limited to premium digital publishers, shopping sites, product discovery sites, price comparison sites, product listings and social media networks, amongst others and including all their associated channels such as desktop version, mobile app, social media sites.|
|Product||Means any good(s) or services that Merchants is made available for purchase through the Platform.|
|Materials||Any and all; trademarks, servicemarks, trade names, domain names, logos, design rights, product logo, product rights and any other intellectual rights belonging to Merchant and/or third party such as initial intellectual property owner and/or producer that Merchant have uploaded to Platform and associated with Product(s).|
|Platform||Our Merchant platform, as updated from time to time, where Merchant(s) can list, distribute and offer their Product(s) for sale, handle the sale of Products, generate sales reports etc.|
|Tipser||Means Tipser AB incl. subsidiaries.|
|Elements||Means all Intellectual Property Rights in our Platform, Surfaces, Website, Network including all of its software, algorithms, design, text, content, data, graphics, compilation, magnetic translation, digital conversion, equipment, and any and all other electronic, computer, technical and information communications technology devices and equipment, networks, servers, applications, codes (including source and object codes) and data centers which are contained in or relate to our Platform, Website and Network together with all technical documentation and information necessary for the use of any of the above.|
|End user||Means any individual placing purchase order via any of the Point of sale sites available through Network.|
|Applicable law||Means any laws, statutes, orders, rules, decisions, provisions, directives, regulations, requirements, conditions, standards, sanctions, guidelines and industry codes having legal effect in any jurisdiction, provided that such laws, statutes, orders, rules, decisions, provisions, directives, regulations, requirements, conditions, standards, sanctions, guidelines or industry codes are existing and in force from time to time and (where relevant in the context) are directly or indirectly applicable to us, you, the Agreement, our Website, Network or our Platform.|
|Improper Use||Any use of our Platform, Network or our Website or activity that amounts to:(i) an unlawful act or a breach of Applicable Law, whether directly or indirectly,(ii) a breach of the Agreement,iii) a failure to observe reasonable commercial standards of fair dealing, or(iv) dishonesty or malice.|
|Administrator login||Means full access to Merchant Account.|
|Network||A multilateral venue (facility), connected to the Platform, consisting of Point of sale site(s) where End users can place purchase orders on any of the Products listed by Merchants on the Platform.|
|Surfaces||Means any of Tipser’s channel regardless of desktop version, mobile app, social media sites.|