Subscriber's Agreement | Sellers

The version of this Agreement in English is the definitive legal version.

This Twoosk Subscriber’s agreement (the "Agreement") is divided in two main parts, the General Provisions, and the Subscriber’s Service Terms. Together they contain the terms and conditions that govern your access to and use of the service as well as the terms that apply to the sale of products through Twoosk Marketplace. This agreement is between you or the business you represent and Twoosk. By registering for or using Twoosk seller’s subscription service described below, you (on behalf of yourself or the business you represent) agree to be bound by the terms and conditions of this agreement (including all policies), each as may be modified from time to time.

When we refer to “we”, “us” or “our”, we mean Twoosk – Inventory Management, S.A., and “you” or “your” we mean the applicant (if registering for or using a Service as an individual), or the business employing the applicant (if registering for or using a Service as a business).

General Provisions

1. Registration and Related Parties

To begin the seller subscription process, you must complete the seller account registration form. The use of the Subscriber’s Service is limited to parties that can lawfully enter into and form contracts under any applicable Laws of the country in which the business is registered. As part of the registration, you must provide us with your user and business details, such as business’s legal name, business registration number, address, phone number and e-mail address, as well as any other details requested.

Any type or size of legal business in the telecom and datacom industry, whose place of business is established and located within the European Union can register for a seller account on Twoosk Marketplace.

After we receive and verify the information you provided us with, your account will be set up under the Subscriber’s Service. At this point, instructions on how to proceed will be sent by email. To start using the service you must follow the instructions to activate the subscription billing plan through Stripe, our payment processor, and provide - valid credit card information for a credit card accepted by Stripe.

You take total responsibility for the accuracy and veracity of the information you provide us with in connection with the service, and will ensure that it is always accurate, complete, and valid. Whenever needed you might be required to send us documentation, to evidencing our request.

Any personal data you provide us will be handled in accordance with Twoosk’s Privacy Policy.

1.1 Contractual parties

Each contractual party declares that:

(a) it is a duly organized business, with a valid existence and in good standing under the Laws of the country in which the business is registered;

(b) it has all requisite rights, power, and full authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and authorizations in this Agreement;

(c) any information provided or made available by one party to the other party, or its third party partners is always accurate and complete;

(d) it will comply with all applicable Laws in performance of its obligations and exercise of its rights under this Agreement.

2. Service Fee Payments

The Subscriber’s Service is a fee-based service model. The use of the service requires the payment of a subscription fee integrated into a yearly billing plan. Twoosk provides two distinct plans, each offering unique functionalities, and it is the responsibility of the seller to select the plan that aligns best with their requirements. These two plans are referred to as Reach Pro and Growth Pro.

Please find below a table outlining the differences between the two plans, including the fees applied to each:

Twoosk provides a 14-day free trial period for sellers, allowing them to explore the platform's features and become acquainted with its functionalities at no cost.

*Excludes VAT, which is chargeable at 23% (when applicable).

Seller is responsible for all your expenses in connection with this Agreement.

The Twoosk seller account subscription fee is paid in advance every 12 months. Besides the non-refundable subscription fee, a fixed closing fee of 5% will be charged with respect to each of your transactions on Twoosk Marketplace. The closing fee refers to payment collection and booking management and is included in the list price of each product.

You must not under any circumstances perform or take actions that may result in foreseeable returns, chargebacks, claims, disputes, or violations of this Agreement or any other applicable guidelines or policies set out within Twoosk Marketplace. Twoosk reserves the right to limit your access, refuse service or withhold any payments to you, for as long as we determine that any related risks to Twoosk persist.

In the event that fraudulent, deceptive, or illegal activity is detected in connection with your account, we may at our sole discretion permanently terminate your account and withhold any payments to you.

3. Term and Termination

The term of this Agreement starts on the date of your full registration for use of Twoosk’s Subscriber’s Service, which is accomplished when your billing plan is activated through Stripe and continues until terminated by one of the contractual parties. 

You may at any time terminate your account or this Agreement immediately by emailing our team at subscriptions@twoosk.com, informing us of your intention and providing us with your registering email address and business name. We will then initiate the process of closing your seller shop account and keep you informed of each step.

We may terminate your account or this Agreement for convenience with 30 days’ advance notice or we may suspend or terminate your account or this Agreement immediately if we determine that:

• you are in breach of applicable laws, of this Agreement, or any other applicable guidelines or policies set out within Twoosk Marketplace, or
• your account has been used, or our controls identify that it may be used for deceptive or fraudulent, or illegal activity, or
• your use of the Service has harmed, or our controls identify that it might harm other sellers, customers, or Twoosk’ s legitimate interests.

We will promptly notify you of any such termination or suspension via email, stating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards.

On termination of this Agreement, all related rights and obligations under this Agreement terminate immediately, except that you will still be obliged to perform any of your responsibilities regarding transactions entered into before termination, such as, fulfill any open orders or queries, and be invoiced for any outstanding fees.

4. License

During the duration of this agreement, you grant us the right and license to use any and all of your materials in connection with your products, for publicity and/or commercial dissemination of your company and your products, including the right to public dissemination by way of posters, leaflets, websites, advertisements and all other means of dissemination of images, public or private, printed or electronic as long as it does not detract from its purpose and not alter any of your trademarks in the shape you provided us with, except to re-size proportions as necessary for presentation.

You will also comply with removal requests you may receive from us in connection to your company and products.

This license covers the use of the above-mentioned materials throughout the national territory and abroad, in all its modalities.

5. Export

You agree that you will not directly or indirectly export, reexport or otherwise transfer the products to countries, territories, organizations, or entities that are the target of comprehensive embargoes or sanctions or to parties identified on the United Nations’ and U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons List or on the E.U.’s Consolidated Financial Sanctions List.

Subscriber’s Service Terms

The following conditions regarding currency and product transaction management are applicable to sellers enrolled in the Growth Pro Plan.

The Twoosk Seller Subscription model (‘Subscriber’s Service’) is a Service that allows you to offer products within the Telecom network directly on Twoosk Marketplace.

By registering for or using Twoosk seller’s subscription service described below, you (on behalf of yourself or the business you represent) agree to be bound by this agreement, which includes the subscriber’s service terms that govern the terms of selling on Twoosk Marketplace and permits you to list and offer your products through twoosk.com.

A-1. Products

A-1.1 Products and Product Information

All product information displayed on Twoosk Marketplace is provided and completed by the relevant Marketplace Seller. For each product that you offer through Twoosk Marketplace, it is your responsibility to complete all product information required with accurate and error-free data and ensure that it is always updated.

You must provide consistent information throughout the whole product information page. The description and specifications are just one part of the product information page and should be coherent with the other parts, such as images and technical documents uploaded.

All product prices will be displayed in Euros (€).

Sellers can list and offer products from the telecom network, that fit one of our categories. You may not offer or provide information for products that are outside of the Twoosk Marketplace industry sector.

You may not include advertisement content or content that suggests the possibility of buying outside of Twoosk Marketplace, such as providing URL marks or URL links to external commercial websites. External links may only be included as a complementary source of information about the product such as a product presentation video.

As manufacturer or supplier of the products you are offering for sale on Twoosk Marketplace, you will also ensure the integrity and quality of your products (including packaging), your materials or the construction of any product you are offering. You are not allowed to offer flawed or defective items nor items that are of lower quality than the corresponding market standards.

Twoosk accepts no liability for inaccuracies or misstatements about products by manufacturers or other third parties.

A-1.2 Product Listing

After activation of your seller subscription, we will enable you to start your online products portfolio by listing your products on twoosk.com. As part of our marketing strategy, we will periodically conduct merchandising campaigns where we may promote your products as agreed by both parties.

You can see how your offer will look like on Twoosk Marketplace by checking the offer preview.

Each product listed and published in your shop on twoosk.com will need to be verified and approved by Twoosk before it goes online and becomes available for sale on the Marketplace. There are several reasons why your product may not be approved. Normally, they are related to imagery, inconsistent information, or lack thereof. If your product was not approved, we will let you know the reason(s) why that happened so that you may make any necessary amendments.

We use rating mechanisms by allowing customers to rate your products and your performance as a seller on Twoosk Marketplace. These ratings and feedback are publicly available on Twoosk Website.

A-2. Order Processing

For any of your products ordered through Twoosk Marketplace, we will provide you with order information via email for every step of the way. We will also make order information and shipping information available from the ‘Orders’ section of your account page, so that you can see the payment and shipping status of your orders as well as the order and buyer details.

All sales payments are handled by twoosk.com, which receives all sales proceeds on your behalf. In accordance with the Agreement (section A-4 of the Subscriber Service Terms), these will be later remitted to you.

You should only initiate the preparation of your order when its payment status is set to ‘Authorized’.

In certain cases, you may be asked to provide customers with an invoiced order before the order is placed online. You must provide customer with a proforma invoice whenever requested to do so.

You can expect to receive the following automated email communications regarding an order of your products placed on Twoosk Marketplace:

1. ‘New Order’ e-mail
2. ‘You can start preparing your order’ e-mail (if payment status was initially ‘Pending’)
3. ‘Collection booked’ e-mail (after we were informed by you that order is ready for collection)
4. ‘New review’ e-mail
   

As a seller on Twoosk Marketplace and user of the Subscriber’s Service, your liability to us and to the customer in relation to order processing is pursuant to the Agreement and subject to section A-5 of this service terms.

The contract of sale between you and the customer for the ordered product(s) is only concluded once you accept the offer and acknowledge the receipt of the recipient’s order (‘New Order’ email). The contract of sale between the parties is fulfilled when the ordered products are dispatched to the customer.

You reserve the right to cancel the contract of sale if you wish to do so but must provide Twoosk with a justification to that effect.

A-3. Shipping

For any of your products ordered through Twoosk Marketplace, the delivery logistics service is provided by Twoosk. As such, we will determine the shipping and handling charges subject to the transaction which will be paid by the customer during checkout. We are responsible to provide the delivery service on customer’s behalf and to ensure that the ordered product(s) are delivered to the customer.

All Marketplace sales are done under the FCA (Free Carrier) incoterms. This means that, under the -incoterms 2020 rules, the seller delivers the goods and, when applicable, all necessary documentation for export at the seller's warehouse to a named party. At this point – seller’s warehouse - the risk for the goods is transferred to the customer.

Seller’s invoices should refer to the FCA incoterms.

A-4. Payouts

There are two different ways to get paid: through Stripe Connect or through your Bank Account (wire transfer). All payments to you will be remitted to your Stripe account, if you chose to get your sales payouts through Stripe Connect by connecting your Twoosk account with Stripe, and/or by bank account.

If you choose the Stripe Connect Account option, each Stripe sale you have on Twoosk Marketplace will be paid 7 (seven) days after delivery. For each sale, applicable fees, such as the 5% closing fee, will be automatically collected from your Stripe account.

However, even if you have set Stripe Connect as your main method to get your payouts, if your customer chose Wire Transfer as his payment method, each Wire Transfer sale will be credited to your bank account, and a 5% closing fee will be deducted from the total amount to be deposited.

For that reason, you will also need to provide us with a valid bank account information, and the following bank account payout terms apply.

For payouts by bank account, each sale is totaled monthly, on the 28th, being the seller’s bank account credited in the amount corresponding to the sales made between the 16th of the preceding month until the 15th of the current month. From each sale, applicable fees, such as the 5% closing fee will be deducted from the total amount to be deposited. The remaining balance will be available for consultation on the seller’s account in the Marketplace.

A-5. Sales Management

By registering for Twoosk Subscriber’s Service and selling your products on Twoosk Marketplace, you ensure that you will:

• supply and sell according with the applicable order information and fulfill your transactions in conformity with the contract of sale and in accordance with this Agreement and any other applicable terms, and
• package your products according with their needs in compliance with the applicable commercial packaging and legal labeling requirements, and include professionals inserts and any other written, printed, or graphic materials accompanying product, considered to be part of the finished packaged product, such as warnings, product safety guides, instruction manual, testing, and release thereof, and
• prepare and dispatch the ordered products on or before its expected dispatch date, which was specified by you when setting the warehouse dispatch time, and
• safely enclose your products and include an order-specific packing list with each shipment of your products, and
• provide Twoosk (delivery service provider) with the information needed for the fulfillment of the shipping schedule (package details) as requested by us and using the processes designated by us, and
• be ready for the order collection according to information provided and received by Twoosk, and, when applicable, use the shipping labels provided by us,
• ensure that you are the legitime seller of each of your products and identify yourself in all documents accompanying the order package and the order-specific packing list, and
• provide your customer with the sales invoice by uploading it to the respective order and, whenever applicable, including it within each shipment of your products. A VAT-compliant invoice must be provided if applicable.

• cancel your orders if you wish to do so but provide Twoosk with a justification to that effect.

• not send emails directly to customers to confirm orders or shipment fulfillment of your products.

A-6. Return Policy and Cancellations

You will accept and process cancellations, returns, refunds and adjustments in accordance with this Agreement and Twoosk return policy.

A-6.1 Return Policy

Twoosk return policy will apply to your products.

As a Marketplace supporting customers in the B2B sector, the seller must accept a request for a return, if the reason for the return is (a) product is faulty and/or flawed and within the guarantee period given by the seller, subject to section A-7 of this Agreement; (b) product is not as described/advertised on the product page in Twoosk Marketplace; and (c) wrong product was sent to customer as a result of a seller delivery error or nonconformity, subject to section A-6.3 of this Agreement.

The customer refund is issued by Twoosk Marketplace; therefore, we will make and process any payments to customers as we determine, and you will reimburse us for all amounts due we pay in connection with your transactions through Twoosk Marketplace.

In case we receive a faulty or flawed product claim, the product will be sent back to the seller’s warehouse, and you will be able to examine and verify the product. Whenever and only when repair or replacement is not possible, a refund may be issued. We will liaise with the customer on your behalf.

A seller is entitled to refuse a customer’s request for a return if (a) the request for return and full refund of an item is based on a change of preferences (customer no longer wants the product); (b) the guarantee period given by the seller has expired; (c) after examining the product, the seller concludes that the failure is due to damages caused by the customer, such as any defect or malfunction caused as a result of an accident, misuse, failure to follow instructions, abuse, or use with improper equipment (i.e. improper wiring or incorrect voltage); (d) after examining the product, the seller concludes that the product has been altered or tampered with in an attempt to repair it yourself or having someone else do it; or (e) the customer refuses the delivery of a product(s) as a means of returning it.

A-6.2 Cancellations

You may request the cancellation for any of your products ordered through Twoosk Marketplace if you wish to do so but must provide Twoosk with a justification to that effect. You also reserve the right not to accept order proposals from persons other than buyers in the B2B sector, as well as any other order proposal that do not comply with Twoosk Marketplace Terms & Conditions.

We may at our sole discretion accept the cancellation for any of your products ordered through Twoosk Marketplace for the benefit of customers, if the customer’s request to cancel is received before you start processing the order. In such cases, we will previously consult you.

A-6.3 Complaints  

You are liable for any non-performance, product delivery errors or product nonconformities or other mistakes related to your transactions through Twoosk Marketplace, except when as a result of our failure to provide you with the order information as it was received by us.

You are also liable for any nonconformity or product quality defects related to any of your products or other products provided in with your products sold through Twoosk Marketplace. You must inform us of any safety problem, safety alerts or recalls of your products or other products provided in connection with your products.

If there is an issue with the order or with one of the products ordered from you, customers will contact Twoosk, who will intercede with you on their behalf.

 A-7. Guarantee

The guarantee terms applying to the products listed on Twoosk Marketplace are defined by the Marketplace seller.

Although the guarantee period may vary depending on your guarantee policy, in accordance with Twoosk Marketplace Guarantee policy, you are required to provide a minimum contractual period of guarantee of 6 (six) months from the date of delivery for any product listed, except for products in refurbished condition. Therefore, if a product bought through Twoosk Marketplace turns out to be faulty after delivery, you have to offer your customer a free repair or, at your discretion, replacement within a period of at least six (6) months following delivery.

When repair or replacement is not possible, a refund must be issued.

In addition, any Marketplace seller may offer a commercial or manufacturer guarantee, for a specific period of time, which can never be less than the minimum guarantee mentioned above.

If a claim for a faulty or flawed product is received, initiated by the customer, we will inform you and intercede with you on customer’s behalf. You can, at your sole discretion, request the product to be sent to your warehouse for examination. Please note that customers will cover the shipping fee to return items to the seller’s warehouse. However, this cost will have to be refunded, if after examining the product you agree that it was defective when shipped.

Products sold as refurbished are under the refurbished guarantee terms which are specified by the seller. You may choose not to provide a refurbished guarantee, but you must still commit to replace DOA (Dead on Arrival) products. Dead on Arrival (DOA) products may be returned for an exchange within fourteen (14) days following delivery. A product is considered Dead on Arrival if a defect is determined during initial installation, preventing basic operability when first used after opening the box. Replacement with another refurbished unit must be offered.

In any case, the guarantee period will not cover product failure due to damages caused by the customer, such as any defect or malfunction caused as a result of an accident, misuse, failure to follow instructions, abuse, or use with improper equipment (i.e. improper wiring or incorrect voltage) or any product which has been altered or tampered with in an attempt to repair it yourself.

If the claim is concluded to be seller’s responsibility, Twoosk resolves the claim directly with the customer and does not waive his right to a refund. You are responsible for reimbursing us in accordance with the amount paid by the customer including taxes and shipping charges but, excluding the closing fee associated with the original transaction.

Twoosk Marketplace and Services.

Twoosk has the right to determine design, content, functionality, availability, and appropriateness of Twoosk Marketplace. Twoosk may assign any of these rights or delegate any of its responsibilities.