Merchant trade agreement

Merchant Trade Agreement

Updated November 15, 2018

1. Background

Brand owner and Merchant (“Merchant”) offers Tipser.com (“Platform”) the opportunity to sell the Merchant’s products and services.

Tipser provides a platform to the Merchant. The Platform is a web-based service where professionals, included in Tipsers network (“Point of Sale” or “Points of Sale”), offers goods and services (“Product” or “Products”) that Tipser promotes via their sales system such as digital magazines, blogs or social media networks.

To use the Platform, it is required to have a Merchant Account at Tipser.com. The Account is authorized when the application is formally accepted by Tipser The Merchant will then receive login and password to the Platform. The account can be terminated at any time with one month notice.

2. Merchant Account

The Merchant needs a personal account on Tipser.com to administer and sell Products through the Platform. The account is obtained by completing and submitting the registration form at Tipser.com or by signing a contract of sale with Tipser AB.

To establish an account as a Merchant you must be entitled as a legal entity and legal person over 18 with the authority and full ability to complete the Merchant Agreement at www.tipser.com

The Merchant must state their correct personal-, company-, and address information and ensure that this information is kept up to date.

The registration validate that the Merchant has read and accepted these terms.

With the approval of the registration from Tipser the Merchant receives an Administrator login. The Merchant undertakes not to disclose the information given to any unauthorized personnel as well as to store them in a way that no unauthorized person can access them.

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 Tipser Platform.

3. The Assignment

The Merchant uses Tipser for the deposition of the goods and services specified in Tipser’s sales system through the Platform under the conditions of this agreement (“The Assignment”).

Tipser will engage in the Assignment, with the Merchant, the part as retailer to the Merchant. Through the Platform Tipser will provide both new and existing customers to the Merchant.

The Merchant and Tipser shall act in accordance with good business practice towards each other. The Merchant and Tipser will also act loyally and faithfully capture both the Merchant’s and Tipser’s interests towards the Customers and Point of Sales.

3.1 Sales and Delivery

Detailed sales information will be provided to the Merchant by Tipser and available at the Merchant’s profile at www.tipser.com

The merchant is responsible for having the required certification for their current product range sold through the Platform, an for all markets the merchant is operating in.

The merchant is 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.

3.2 Product

Detailed sales information will be provided to the Merchant by Tipser and available at the Merchant’s profile at www.tipser.com

The merchant is responsible for having the required certification for their current product range sold through the Platform, an for all markets the merchant is operating in.

The merchant is 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 must be classified in the category that best describes the Product.
  • It is not allowed to place an ad text for the same Product or service more than once at the Platform.
  • The Merchant is responsible, where applied, for any infringement of others’ intellectual property rights in the ad text and the images that are included.
  • The Merchant is responsible for maintaining the Product specification consistent with the Product or service offered for sale.
  • The Merchant undertakes to not spread information that may be deemed to include incitement, hate speech, pornography, depictions of violence or tasks that may offend, through Tipser’s Platform.
  • The Merchant can at any time disable a Product from Tipser’s sales system through their Administrator login. Should this be the case, Tipser ensure that the Product no longer is salable at Tipser’s Platform. After the product is disabled in Tipser’s sales system the Product is no longer for sale at the Platform. The product may however still appear in Tipsers system but then marked as “out of stock” or “not available”.

3.2.1 Use of materials

The Merchant gives Tipser and its subsidiaries a limited right to use the material available in the system for each product in Tipser’s distribution systems for the sale on the Platform. This limited right involves the right to publish selected texts and images in the media over which Tipser disposal, both in original and in edited form.

3.2.2 Forwarding of orders, returns, and reclaims

Tipser shall regularly and promptly retransmit the received purchase orders from Customers on the Platform to the Merchant.

Tipser take full responsibility as reseller to Tipser’s Customers. This includes responsibility for potential defects in a Product, delays towards Customers, reclaims, withdrawal and support requests for Products, etc. Tipser are however entitled to impose the same demands on its associated Merchants as the Customer is entitled to demand from Tipser, including the right of return, claims according to the current consumer and purchase legislations, and request regarding support.

Inquiries and matters regarding customer services related to Tipser’s services or Products are primarily answered by Tipser’s customer service. The Merchant shall, where applicable, address the customer service issues that come directly from the Customer to the Merchant. In cases where Tipser’s customer service needs to consult the Merchant in order to provide the best customer service, the Merchant shall provide it’s own customer service available to Tipser without delay.

In cases where the Customer turns to Tipser for their right of withdrawal, Tipser shall promptly notify the Merchant thereof.

In cases where the customer turns directly to the Merchant for the use of the right of withdrawal, the Merchant shall promptly notify Tipser.

In cases where the Customer turns to Tipser with a reclaim, Tipser shall promptly confirm the case acceptance or non-acceptance 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 Customer.

The Merchant should secure the stock balance for delivery according to the stock volumes specified when uploading the Product to Tipser’s sales system, and shall 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 to the Customer within the promised time frame stated in Tipser’s sales system, 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 Customer.

The Merchant is responsible for any damage that has occurred before and during the delivery to the Customer.

The Merchant is responsible in case of reclaims and that the Customer makes use of their right of withdrawal in accordance to the regulations concerning distance contract.

The Merchant is responsible to submit information regarding the return address for the Products to the Tipser platform, as well as information on how to proceed with reclaims and claims.

3.2.5 Merchant responsibility for returns

It is the Merchants responsibility to confirm received returns to Tipser. It is of interest to both parties 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 Customer within a reasonable period of time, as well as debit the Merchant for the value of paid goods.

Depending on the selected method for management of order status 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 Customers return.Tipser is entitled to charge a customer <200sek for return shipping unless otherwise is specified.

3.2.6 Use of Tipser’s Platform

The Merchant is responsible to present the correct information at Tipser’s platform or through API regarding an order. To update the order status to shipped when the Product is sent, adjust to status “returned” when the Product is returned and adjust order status to cancelled in the case of a cancelled order. The Merchant shall also present the tracking information of the order if possible.

Tipser has the right to shut down the Merchant’s account on the Platform at any time.

4. Availability

Tipser shall make the Platform and Tipser’s sales system available for the Merchant by giving the Merchant access to the Platform and sales system with Administrator login and password after an account is approved by Tipser.

5. Settlements

Tipser receive payment from the Customer for sales in accordance with Tipser’s applicable terms and conditions to the Customer. 5.1 With the Assignment, 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 according to agreed margin of the sales. Consequently, the acquisitioned price is defined as the Products consumer’s price minus the Tipser’s margin.

5.1.2 Reimbursement emanate in case of returns or reclaims of the Products and at a revocation of an order if the Product value will be credited to the Customer accordingly.

5.2 The revenue for the previous month’s sales are reported and specified to the Merchant excluding Tipser’s compensation according to paragraph 5.1.1 (“Purchase price”). Payment of the purchase price is settled between Tipser and the Merchant by 25th of each calendar month, this will be accomplished by Tipser performing reversed billing or by “Specification for invoicing” issued by Tipser, with this the Merchant is entitled to invoice Tipser with at least 20 days of payment terms.

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 Customer has been credited for the amount of sales by Tipser accordingly:

5.4.1 The Merchant did not deliver the product to the Customer during the previous month as described in paragraph 5.2,

5.4.2 That an approved claim has been made by the Customer to the Merchant during the same period,

5.4.3 That a right to withdraw is utilized by the Customer 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 occur 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 a Customer’s deficient creditworthiness. Tipser shall contact the Merchant if the Customer contacts Tipser for claims or if they want to utilize their right of withdrawal according the distant contract law or similar law.

6. Agreement Period

The Merchant Trade Agreement is acknowledged upon approval of the Merchant´s application for a Merchant account and applies until further notice with one months mutual termination. For termination notify accordingly paragraph 14. and according to paragraph 14. The 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.

7. Confidentiality

Each party undertakes that during the terms of 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 Customer’s personal data in accordance with current regulations and good practice. See Conditions of Use and Sale for detailed description of Tipsers data processing.

The Merchant has access to the name and delivery address for the Customer to where the Product is to be sent by the Merchant. The Merchant also has access to e-mail and phone number in order for the Merchant to notify the Customer regarding an order as well as to provide relevant offers and create a better experience for the Costumer.

8.1 Personal Data Assistant Agreement.

Tipser’s data policy regulates important issues regarding the management of data relating to visitors and users of Tipser’s sites. Such data is referred to in this Agreement, “User Data” and the visitors / users are referred to as “Users”.

The Data Policy is part of the agreement between Tipser, the Merchants and others who have access to user data.

Tipser is hereinafter referred to as the “Company”. The Company’s contractual partner is called “Contractor”. Agreements referring to this policy or to which this policy is attached is referred to as the “Agreement”. Data policy form an integral part of the Assignment.

8.1.1.Limitations regarding the collection and use of User Data

It is the responsibility of the Contractor to inform their suppliers of the content and meaning of the data policy. Whether the Contractor fulfilled the obligation or not, the Contractor is responsible for its subcontractors’ actions in the same way as for its own actions.

The Company reserves the right to request that the Contractor’s suppliers signs this data policy. This will however not relieve the Contractor of its responsibility for the actions of suppliers.

The Contractor undertakes to take all reasonable efforts to prevent third parties from exploit the Contractor’s relationship with the Company to take any action under this paragraph.

8.1.2. Transfer of User data

Contractor may not in any other case give third parties access to User data or allow the transfer of User data to third-party or external sites.

8.1.3. Personal Information

Data containing personal information under the Data Protection Regulation (GDPR) may not be processed without the data subject’s consent, unless otherwise provided by law. Tipser obtains the consent of Tipser’s Users and orders that are provided to the Merchant. The Contractor undertakes not to process personal information in a manner contrary to the Data Protection Regulation (GDPR), and that at the request of Tipser or directly from Users 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 users writing extradite the records to the user and / or Tipser.

8.1.4.Penalties for breaching

In the event of suspected breach of the terms, the Company has the right to immediately suspend all cooperation and to take all necessary actions that the Company considers 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.

9. Damage

Disclaimers in this paragraph applies to the extent otherwise provided by mandatory law.

Tipser is not under any circumstances responsible for any direct nor indirect damage caused by the use of, or the inability to use Tipser’s sales system, Platform and / or it’s material or information.

Any penalties Tipser receives due to the violation of contract by the Merchant, will be passed on to the Merchant. The merchant is obliged to pay compensation to Tipser for damage caused to Tipser as a result of the merchants violation of the Terms.

The Merchant is responsible for any property damage or personal injury caused to the Customer or a third party and caused by the Product.

The Merchant is responsible for any damages brought to the Customer because of the Product.

10. Limitation of Liability

Tipser cannot make any guarantees regarding the content or information provided or made by Tipser in Tipser’s sales system or Platform.

Tipser provides no guarantees regarding Tipser’s sales system or the Platform’s functionality, availability, quality, usefulness or safety in addition to what is stated in this Agreement.

11. Fraud

Payments at Tipser are handled by Klarna who has processes and technology to identify and stop attempts of fraud and thereby minimizing Tipser’s risks. Tipser will however stand for all risk of customer losses (Consumer losses) that may occur due to customer fraud or attempted fraud that can not be attributed to the failure of Tipsers payment providers (Klarna) failure to identify fraudulent attempts.

Tipsers responsibility for risk is limited to cases where the merchant can prove that a delivery has occurred, for example, by providing tracking number or freight parcel, and that the delivery has been made to the recipient’s address specified by Tipser.

12. Unauthorized access and Unlawful Use of Platform

Tipser is not responsible in cases of unauthorized access to or modification of materials or information that the Merchant sends to Tipser or materials or information to Merchant receives.

Tipser is not responsible for any criminal acts such as threat or defamation committed with the use of Tipser’s sales system or Platform.

Tipser not responsible for any obscene or disruptive, abusive, inappropriate or otherwise offensive behavior when using Tipser’s sales system or Platform.

13. Force majeure

Tipser and the Merchant are freed from the obligation to pay for any damage or to perform certain obligations under these conditions, if the damage or omission is due to circumstances outside the control of the party (“Force Majeure”) and the circumstance prevents, significantly aggravate 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, 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 impede fulfillment of obligations.

At Force Majeure, reasonable efforts shall be undertaken by the parties to limit the effects of the Force Majeure.

14. Miscellaneous

Communication during the Agreement 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 at the Platform.

The Agreement may not be transferred without the consent of the other party.

Amendments and additions regarding the contract shall be in writing and signed by both parties to be valid. Tipser is, however, entitled to unilaterally adjust the terms of sale and general conditions. Such adjusted terms is considered valid one week after the Merchant is informed accordingly.

15. 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 first instance.