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Vendor Agreement

VENDOR AGREEMENT

Last updated: April 18, 2023

Contents

1 Definitions

2 Services of KulturCart

3 Participation and Access

4 Vendor Requirements

5 Registration and Product Listing

5.1 Registration:

5.2 Listing:

6 Sales and Orders

7 Prices and Shipping Costs

8 Payment and Fees

9 Shipping and Fulfillment

10 Product Quality and Customer Service

11 Processing and Payout

12 Intellectual Property Rights

13 Confidentiality

14 Liability and Purchase Transaction

15 Data Protection

16 Return and Right of Withdrawal

17 Warranty

18 Sanctions for rule violation

19 Termination

20 Miscellaneous

21 Policy & Security for Sellers

22 POS System

23 Entire Agreement

24 Contact Information

 

This Agreement (the "Agreement") is made and entered into by and between KulturCart Marketplace (hereinafter referred to as "KulturCart") and the Seller/Vendor (hereinafter referred to as "Seller", “Vendor”, “Merchant” “Retailer”) who agrees to sell their products on the KulturCart services under the domain kulturcart.de, other top-level domains, within mobile applications (apps) and hardware equipment.

The General Terms and Conditions and all policies of KulturCart apply to this agreement and are incorporated into this Agreement by reference.

1           Definitions

In this Agreement, the following terms shall have the following meanings:

  1. "Products" means the goods or services that the Seller intends to sell on the Platform.
  2. "Seller Account" means the account created by the Seller on the Platform to sell the Products.
  3. “POS” or "POS System" means the KulturCart POS machine and app that gives the Seller liberty to manage sales on their online store along with the physical store simultaneously.
  4. “Customer” or “Buyer” means the end-user who purchases Products from the Seller on the Platform.

2           Services of KulturCart

KulturCart provides a platform for merchants to sell their multicultural products to customers in Germany. The services provided by KulturCart include, but are not limited to:

  • Technical Service: KulturCart operates an online marketplace platform designed to facilitate transactions between end customers and vendors. The platform enables end customers to place orders for products offered by participating vendors, and upon the vendor's acceptance, enter into legally binding purchase agreements for the products. Furthermore, the marketplace provides prospective customers with the ability to explore and research vendors and their offerings through a variety of search functionalities.
  • Order checkout and Processing of payments through online processors and other possible means.
  • Provision of a POS system machine and app for the management of sales.
  • Provision of a delivery system app functionality for the delivery of seller's orders on the marketplace.

3           Participation and Access

  • To participate as a seller on KulturCart, the seller must register and provide all necessary information and guidelines as required by KulturCart.
  • The seller must also agree to the terms and conditions of this agreement and any other agreements, policies, or guidelines that KulturCart may have in place from time to time.
  • KulturCart reserves the right to review and approve or reject merchant applications at its sole discretion.
  • KulturCart may also suspend or terminate a merchant's account for any reason, including but not limited to violation of these terms and conditions, illegal or fraudulent activity, or failure to comply with KulturCart's policies and guidelines.
  • Sellers cannot link multiple shops to one account. Therefore, every vendor shop must have a different Seller account.

4           Vendor Requirements

To be eligible to sell on KulturCart, the Seller must meet the following criteria:

  • The Seller must be a legal and registered business entity in Germany.
  • The products being sold must comply with all applicable laws and regulations in Germany.
  • The Seller must provide accurate and complete information about the Products, including prices, descriptions, and images.
  • The products must align with the multicultural nature of KulturCart's platform.
  • The Seller must comply with KulturCart's policies and guidelines, as updated from time to time.

5           Registration and Product Listing

5.1          Registration:

  • To become a Seller on KulturCart, you must first register for an account on our platform.
  • You agree to provide accurate and complete information during the registration and verification process, including your business name, address, contact information, relevant documents, and payment details.
  • You are responsible for maintaining the security of your account and password. Any activity that occurs under your account is your responsibility.
  • The Seller is under no circumstances entitled to pass on his/her access data such as login password, to third parties. If third parties nevertheless gain access to the Seller account or the Seller has other indications of misuse of his/her account, the Seller must inform KulturCart immediately and change the access data. In the event of misuse, KulturCart expressly reserves the right to take measures in accordance with Section 18 "Sanctions for rule violation" of this Vendor Agreement or take other necessary actions.

5.2          Listing:

  1. The Seller may list products for sale on the Marketplace in accordance with the Marketplace’s policies and procedures.
  2. The Seller is solely responsible for the accuracy and completeness of all product information and descriptions, as well as the quality, safety, and legality of the products sold on the Marketplace.
  3. The Seller agrees to comply with all applicable laws and regulations related to the sale and distribution of products, including but not limited to those related to consumer protection, intellectual property, and privacy.
  4. The Seller is responsible for keeping their product listings up to date, including the price, quantity, and product descriptions.
  5. Products which, due to an entry in the list of media harmful to minors or a serious threat to minors, may only be advertised to persons of legal age and may only be sold to persons of legal age, are only placed by the Seller must contain age limit indication or age verification to proceed.
  6. KulturCart reserves the right to remove any listings or products that violate our policies or that we deem inappropriate.
  7. KulturCart has the right at any time to change or delete category and other designations and to deviate from the assignment to an agreed category, in particular, but not exclusively, in the event - from KulturCart point of view - incorrect category assignment of products. The Seller is therefore obliged – even after the product has gone live – to regularly check the product presentation and to inform KulturCart immediately if there are any discrepancies.

6           Sales and Orders

  • The Seller agrees to provide accurate and up-to-date information regarding the availability of their products.
  • The Seller agrees to properly set up their shipping methods and fulfill all orders made through the KulturCart marketplace promptly and efficiently.
  • The Seller acknowledges that KulturCart reserves the right to cancel any order for any reason, including but not limited to, product unavailability, fraud, or violation of KulturCart policies.
  • When shipping products that may only be sold to persons of legal age, ensure that the shipment is made using a method that does not allow minors to access the shipment.
  • To initiate the purchase process, the customer places the desired item in the shopping cart by clicking on the respective button on the offer page. By clicking on the button to complete the order subject to a fee in the shopping cart view, the customer submits a binding offer to conclude a purchase contract.
  • KulturCart confirms the receipt of the order electronically on behalf of the Vendor with a so-called order confirmation. However, this does not yet mean that the offer has been accepted unless the Seller has received the order payment.
  • The purchase contract is only concluded with the confirmation of dispatch of the respective products. This is to be understood as a declaration of acceptance by the merchant. In the event that the customer pays for the order placed by means of a SEPA transfer of the purchase price to the bank account of the payment service provider, the confirmation of dispatch is not deemed to be the Vendor's declaration of acceptance, but rather the order confirmation/payment request issued in advance by KulturCart.
  • If KulturCart has a justified suspicion of fraud against the customer or the Vendor, KulturCart is entitled to cancel the affected orders.

7           Prices and Shipping Costs

As a merchant on KulturCart, you are responsible for setting the prices for your products and for determining the shipping costs for each order. You must clearly and accurately display the prices and shipping costs for each product on the KulturCart platform. All prices must be in Euro (€) and include any applicable taxes.

8           Payment and Fees

  • The Seller agrees to pay all fees associated with the use of the KulturCart platform, including subscription fees, transaction fees, service fees and any other applicable fees.
  • For online payment processing, KulturCart uses Stripe and PayPal (if applicable) as payment processors for transactions made on the platform. Sellers are responsible for setting up and maintaining their own Stripe and PayPal accounts connected to our platform according to relevant guidelines.
  • KulturCart charges a commission fee on each sale made through the platform. The commission rate may vary based on the vendor plan and other factors. The Seller also pays the listed in the currently valid overview of conditions for using the online marketplace.
  • KulturCart reserves the right to change the fees or commission structure at any time, with prior notice to the Seller.
  • KulturCart is not responsible for any payment disputes that arise between Seller and the customer.
  • The initial setup fee shall become due and payable immediately upon the execution of the agreement and Seller approval, with payment customarily expected to be remitted within a 30-day period following the contract's conclusion.
  • The sales commission is due with the sale of the respective order.
  • The Merchant is not entitled to disclose any fees and commissions it has to pay to the Customer.
  • The fee rates can be changed by KulturCart at any time. The changed fee rates will be emailed to sellers no later than 14 days before they come into effect. If the Vendor does not object to the validity of the changed fee rates within 14 days, the changed fee rates are deemed to have been accepted. If the Vendor objects to the validity of the changed fee rates within the specified period, KulturCart reserves the right to terminate the Vendor account in accordance with Section 19 of this vendor agreement.

9           Shipping and Fulfillment

  • The Seller may choose to offer shipping through courier service, pick up from the Seller store, or use our delivery system app by creating the shipping methods in the administration menu in accordance with the Shipping method seller guide.
  • The Seller agrees to accurately and promptly fulfill all orders and to provide all necessary tracking and shipping information to the Marketplace.
  • The Seller agrees to comply with all applicable laws and regulations related to the shipping and distribution of products, including but not limited to those related to packing, food processing, and delivery controls.
  • The Seller is solely responsible for fulfilling and delivering all orders received through KulturCart in a timely and efficient manner.
  • If the seller chooses to use our delivery system functionality, you agree to follow all guidelines and procedures outlined in the documentation.
  • KulturCart is not responsible for any delays, damages, or losses that occur during the shipping or delivery process.

10      Product Quality and Customer Service

  • The Seller is responsible for ensuring the quality of their products, including but not limited to, product safety, authenticity, and compliance with all applicable laws and regulations.
  • The Seller agrees to provide excellent customer service to all customers, including prompt and courteous responses to inquiries and complaints.
  • The Seller acknowledges that KulturCart reserves the right to refund or return any product or take any other necessary action, in the event of customer complaints or concerns.
  • The Seller agrees to answer customer inquiries about products or other inquiries such as answering a complaint or processing returns within 48 hours (weekdays Monday to Friday; excluding public holidays and closing days).
  • The Seller agrees to ensure availability by telephone during normal business hours (usually on working days between 9:00 a.m. and 5:00 p.m.) and to ensure availability by e-mail and post.
  • The Seller agrees to comply with the Vendor code of conduct policy.
  • KulturCart is entitled to check compliance with the obligations at any time - in particular, but not exclusively, in the event of complaints by third parties - by means of suitable control measures in individual cases and, if necessary, to take measures according to Section 18 "Sanctions for rule violation" of this vendor Agreement or take other necessary actions.

11      Processing and Payout

  • The payment to be made to the Seller is calculated from the nominal value of the sales proceeds from the Seller to the customer less the remuneration due to KulturCart. The agreed remuneration to be paid to KulturCart takes place via the Marketplace.

Stripe Processing: The Seller consents to the arrangement of the purchase price processing through the external payment service provider, Stripe Inc (US) (hereinafter referred to as "Stripe").

  • Upon the consummation of the purchase agreement, the end customer (buyer) shall remit the purchase price to Stripe using the designated payment method, and the Seller shall dispatch the purchased item to the end customer (buyer). The stipulated sales fee shall be disbursed to the Seller immediately after checkout or upon the delivery of goods to the end customer, by the timeline agreed upon between Stripe and KulturCart. Concurrently, the stripe processing fee and marketplace fee payment to KulturCart shall be deducted.
  • Payment services for the merchants on the KulturCart platform are facilitated by Stripe and are governed by the Stripe Connected Account Agreement (Stripe Connected Account Agreement), which encompasses the Stripe Terms of Service (collectively referred to as the "Stripe Services Agreement"). By assenting to this Seller Agreement and utilizing the Marketplace, the Seller acquiesces to the terms of the "Stripe Services Agreement," which may be subject to amendments by Stripe periodically. The agreement can be accessed at https://stripe.com/docs/connect/. As a prerequisite for KulturCart’s utilization of Stripe's payment services, The Seller agrees to provide KulturCart with comprehensive information about themselves and their business, authorizing KulturCart to use such information and transaction data related to Stripe's payment services.
  • Payouts take place in accordance with the provisions of the KulturCart payment framework.
  • The Seller can choose from various payout modalities for the payout, which the Provider makes available to the Seller in the Vendor account.
  • KulturCart may withhold the payout if the Merchant has violated the terms and conditions or if there is suspicion of fraud or other illegal activities related to the Seller account or sales on the KulturCart platform.
  • The seller will receive payments for sales made through the KulturCart platform according to the payout modalities established by KulturCart. KulturCart reserves the right to change the payout modalities at any time.
  • KulturCart will transfer the proceeds from Seller’s sales on the KulturCart platform to the Seller’s bank account or other payment methods within the agreed payout period.
  • The payout period may vary depending on the payment method and other factors determined by KulturCart.

12      Intellectual Property Rights

  • The Seller represents and warrants that it has all necessary rights and permissions to sell and distribute the products listed on the Marketplace, including but not limited to any intellectual property rights.
  • The Seller agrees not to infringe upon any intellectual property rights of third parties in connection with the sale and distribution of products on the Marketplace.
  • The Seller agrees to indemnify and hold harmless KulturCart and its affiliates, officers, directors, employees, partners, and agents from any claims or damages arising from any alleged or actual infringement of any intellectual property rights related to the products sold using the platform.
  • The Seller grants KulturCart a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display any content, trademarks, logos, and other intellectual property provided by the Seller for the purpose of promoting the Platform and the Seller's products.

13      Confidentiality

  • The Seller acknowledges that all information relating to KulturCart business and operations is confidential and proprietary.
  • The Seller agrees to keep all such information confidential and not to disclose or use such information for any purpose other than fulfilling their obligations under this Agreement.
  • The entire content of the online marketplace is protected by database rights in favor of KulturCart as the database manufacturer.
  • The Merchant does not acquire database rights by posting data and/or a database on the online marketplace.

14      Liability and Purchase Transaction

  • KulturCart is not liable for any direct, indirect, incidental, or consequential damages that may arise from Seller use of our platform or any products sold on our platform.
  • The services provided by KulturCart are contingent upon their availability. While KulturCart strives to maintain consistent and continuous access to the platform, it is acknowledged that uninterrupted availability cannot be guaranteed due to technical constraints. Factors that may contribute to service disruptions include but are not limited to, maintenance, security or capacity issues, and events beyond KulturCart's control (including, but not limited to, disruptions in public communication networks and power outages). As a result, KulturCart cannot guarantee that the marketplace will be available without interruption or that service disruptions will not occur.
  • KulturCart is under no obligation to maintain backups of content or data submitted by Sellers using the platform. It is the sole responsibility of the Seller to ensure appropriate measures are taken to back up and secure their own data. KulturCart shall not be held liable for any loss or damage resulting from the Seller's failure to adequately safeguard their content.
  • The Seller is solely responsible for the products sold on KulturCart and for any damages or losses resulting from the use or consumption of those products.
  • The purchase contract is concluded between the Seller and the Customer. KulturCart is not a party to the contract and does not assume any liability for the products or services offered by the Seller. KulturCart is responsible only for providing the platform for the sale and the Seller agree to fulfill the contract in accordance with these terms and conditions.
  • The Seller is obliged to independently back up documents, reports, transaction data and other information provided by KulturCart on its systems. A permanent provision of this information by KulturCart is not part of this contract.
  • The Seller agrees that after a completed order, customers have the opportunity to rate the products and the service on the online marketplace based on defined criteria including but not limited to delivery, product, communication.
  • KulturCart is entitled to check compliance with the obligations of the Seller in accordance with this agreement at any time - in particular, but not exclusively, in the event of complaints by third parties - by means of suitable control measures in individual cases and, if necessary, measures according to Section 18 "Sanctions for rule violation" of this Seller Agreement or take other necessary actions.
  • KulturCart and its vicarious agents are only liable in the event of intent, gross negligence, culpable injury to life, limb, or health, or slightly negligent breach of a contractual obligation (so-called "cardinal obligation"; this refers to an obligation whose fulfillment enables the achievement of the purpose of the contract and the fulfillment of which the Vendor can therefore regularly rely on), in the event of a breach of a guarantee that is expressly designated as such and in the event of statutory liability under the Product Liability Act. In the case of a slightly negligent breach of a cardinal obligation, liability is limited to the foreseeable, contract-typical damage at the time the contract was concluded, which KulturCart had to expect when the contract was concluded due to the circumstances known at that time.
  • KulturCart is only liable for the loss of data in accordance with the above paragraphs if such a loss could not have been avoided by appropriate data backup measures on the part of the Seller.
  • Upon first request, the Seller releases KulturCart from all claims and burdens that Customers and other third parties – for whatever legal reason – assert against KulturCart due to the violation of their rights or legal violations due to the offers and/or Product and/or content posted and for which the Seller is responsible. In this regard, the Seller assumes the necessary costs of all measures necessary as a result, including the necessary costs of a legal defense of KulturCart caused by this. This does not apply if the Seller is not responsible for the infringement. The above obligation also applies to the employees and other representatives of the Seller.
  • In addition, in the event of disputes with third parties, e.g., warnings, the Seller is obliged to immediately provide KulturCart with all information relating to the dispute and necessary for defense upon first request. The Seller must refrain from any action that runs counter to the fulfillment of his/her duty to cooperate. In particular, the Seller is obliged, in the event of legal and trademark or copyright warnings, to immediately disclose the information on the chain of rights in accordance with other sections of this agreement and to provide written and useful evidence of this.

15      Data Protection

  • KulturCart shall comply with all applicable data protection laws and regulations, including but not limited to the EU General Data Protection Regulation (GDPR).
  • The Seller has sufficient knowledge of the type, scope, location, and purpose of the collection, processing, and use of the personal data required for registration for the online marketplace and for the use of the platform (see data protection declaration).
  • The Seller shall comply with all applicable data protection laws and regulations in connection with the use of the platform.
  • The Seller acknowledges that KulturCart may collect, process, and use the personal data of the Seller and the Customer in accordance with KulturCart data protection policy, which the Seller can view on the KulturCart website.
  • The Seller alone is responsible for the lawfulness of the storage and provision of the data that is stored by the Seller on the platform and kept available there as intended. In particular, he/she must ensure that he/she also has the appropriate rights for continued storage and/or repeated use or arranges for the deletion of data as soon as the rights expire, or it turns out that they do not exist or do not exist to the required extent.
  • In the knowledge of the data protection declaration, the Seller expressly agrees to the collection, processing, and use of his/her personal data and grants KulturCart the revocable right to advertise him/her, even without specific reference to the Seller and/or specific offers/articles from the Seller.
  • Furthermore, the Seller, aware of the data protection declaration, agrees that KulturCart can disclose personal data if this serves to clarify misuse of the platform or appears necessary for the legal prosecution or legal defense of KulturCart. If KulturCart has concrete indications of illegal or abusive behavior or at the request of certain public authorities or in the case of warnings based on industrial property rights, copyright or competition law, KulturCart can transfer personal data to the criminal prosecution authorities, tax authorities or authorities that prosecute administrative offenses subject to fines and, if necessary, forward it to third parties who claim that their rights have been violated. KulturCart is not obliged to check beforehand whether the claim of the third party is justified. A transfer can also take place if this serves to enforce the contractual agreement or is necessary due to a legal or official order or a court order.
  • With regard to data from other Sellers and Customers that he/she obtains as part of the use of the platform, the Seller undertakes to process this exclusively in the context of processing the order and not to pass it on to third parties or to use it commercially in any way.

In particular, the Seller will:

  • Not send commercial emails to other merchants or customers without the prior consent of the data subjects.
  • Not contact customers or merchants beyond what is necessary to process the transaction made via the platform.
  • Ensure that with regard to the processing of transactions made via the online marketplace and the associated processing of personal data, all data protection legislation is complied with and that service providers or other third parties are commissioned to process personal data by the Vendor only under provided that the necessary contractual agreements have been concluded and the Seller has ensured that the technical and organizational measures taken by the provider are appropriate.
  • In the event of any violations by the Vendor, in particular, but not exclusively, violations of data protection regulations, KulturCart expressly reserves the right to initiate the further legal steps described in Section 18 "Sanctions for rule violation" of this Vendor Agreement or take other necessary actions.
  • For the rest, the Seller acts intentionally and independently when handling all data.

16      Return and Right of Withdrawal

  • As a Seller on KulturCart, you must comply with all applicable laws and regulations related to the return and right of withdrawal of products purchased on the KulturCart platform.
  • You must clearly and accurately communicate the return and withdrawal policy for each of your products to customers.
  • Customers have the right to withdraw from a purchase transaction within a specified period, as determined by law.