Seller Agreement - Terms and Conditions

This agreement is entered into between the seller (designer, brand or artist) registered in Norway and Novooi AS, a company registered in Norway with org. No. 827340162, where Novooi is a studio and an online platform consisting mainly of a marketplace, a digital display room, curatorial services, a database and data processing systems where interior products and other decorative objects can be marketed.

Novooi will offer the service to the seller in accordance with the terms of this Agreement, and the seller accepts that Novooi has the exclusive right to choose or invite potential sellers to use the service.

Content:

• Interpretation
• Appointment and duration
• Obligations
• Costs and payment
• Intangible rights
• Confidentiality
• Restriction
• Data protection
• Customer service
• Resignation
• Consequences of termination
• Transfer
• Disputes
• Force majeure
• Current law and jurisdiction

It is agreed between the parties as follows:

1. Interpretation

The following definitions and rules for interpretation apply in this agreement.

• Registration form: The form that the seller must approve electronically when registering as part of the application process to join the online marketplace.
• Commission fee: The fee specified in section 6.3.
• CUSTOMER: A person, company or company entering or invited to enter into an agreement with the seller via the online marketplace.
• Customer Terms: Terms and Conditions between Novooi and the Customer, as the seller will be informed from time to time.
• Document: In addition, in addition to any written document, any drawing, map, plan, diagram, design, image, tape, disk or other medium containing information in any form.
• Force Majeure Event: Any circumstances outside the reasonable control of the party, including but not limited to:
  • Natural disasters such as floods, drought, earthquakes or other natural disasters.
  • Epidemic or pandemia.
  • Terrorist attacks, civil war, riots, war or threat of war.
  • Chemical, biological or nuclear pollution.
  • Government measures such as export or import restrictions.
  • Building collapse, fire, explosion or accident.
  • Interruption or failure of public services.
• Intangible rights: patents, copyright, trademarks, domain names, design rights, business names, software and databas rights, as well as all rights related to confidential information.
• Web -based marketplace: The digital marketplace provided by novooi via www.novooi.no to market and facilitate the sale of the seller's products.
• Guidelines: All guidelines given by Novooi to the seller, including quality requirements, product descriptions, customer service and pricing.
• Presentation guidelines: See "Obligations".
• Product: Goods that sell want to market and sell via the web -based marketplace.
• Product Prize Policy: How sellers should set prices for products via the online marketplace.
• Product Setup and List Requirements: Guidelines for how sellers should upload images and descriptions, as well as explain their shipping and return conditions. See "obligations".
• Security requirements: How sellers should secure their IT systems and follow our privacy policy.
• Service: The online marketplace and affiliated services offered by Novooi according to this Agreement.
• Store Front: The seller's individual profile page within the web -based marketplace to market its products.
• Subscription fee: The annual fee specified in section 6.2.
• Value added tax (VAT): Fee that is imposed in accordance with current Norwegian legislation.

2. Start -up and duration

The agreement enters into force when Novooi has received a completed registration or application form, and the seller has accepted terms, obligations and other requirements laid down by Novooi.

The agreement remains valid until it is terminated by one of the parties with at least one month's written notice, unless it is terminated in accordance with paragraph 11.

3. Obligations

3.1 Novooi will do its best to provide the service with reasonable care and skill.
3.2 Novooi shall offer a portal where the seller can create and update his store front.
3.3 Novooi shall endeavor to keep the marketplace available and rectify any errors as soon as possible. The seller accepts that the service will not always be flawless and that maintenance can lead to temporary downtime.
3.4 Novooi shall provide the seller access to the marketplace where the seller can offer and sell their products directly to customers.
3.5 Novooi will market the sale of products via the marketplace, newsletters, social media and other channels at their discretion.
3.6 Any sales contract for products is entered into directly between the seller and the customer. Novooi is not a party to such contracts.
3.7 Novooi shall facilitate the payment process in accordance with section 4.
3.8 Novooi reserves the right to change the service at any time.

The seller's obligations

The seller should:

3.9 guarantee that all information provided in the registration form is accurate and updated at all times, and that any changes are notified to us as soon as possible.
3.10 Sell the products to the customers in accordance with the customer conditions.
3.11 Collaborate with us in all matters related to the service.
3.12 be responsible for obtaining and maintaining (at your own expense) access to the Internet and ensuring that all computer products and software used by the seller are updated and compatible with the marketplace. In particular, the seller should ensure that suitable antivirus software is installed.
3.13 Deliver, within a reasonable time, all material and other information that Novooi can reasonably require, and ensure that this information is accurate at all significant points.
3.14 Ensure that all information, documentation or photographs provided to us electronically, either via email or marketplace, is free of viruses.
3.15 Be responsible for the security and proper use of passwords and other security units used in connection with the service.
3.16 Include any Novooi package notes or packaging provided by us.
3.17 be responsible for creating, managing and presenting their profile and products on the store front in a professional and appealing way, and keeping this information updated.
3.18 Always have at least one product available for sale on the store front.
3.19 At all times, comply with the presentation guidelines given by us to the seller.
3.20 Ensure that all seller information provided about themselves or the products are and remains true, accurate, up -to -date and complete.
3.21 Relieve all guidelines given by us to the seller, including obligations, reimbursement and return guidelines, shipping and delivery policy, privacy and data protection.
3.22 guarantee that none of the seller's information, products or use of the website is fake, inaccurate or misleading.
3.23 Do not be involved in fraud, or sell counterfeit or stolen goods.
3.24 Do not be defamatory, threatening, offensive, obscene, pornographic, abusive, unseemly or in bad taste.
3.25 Do not break any current laws or regulations, including, but not limited to, copyright violations, confidentiality, privacy, e-commerce, remote sales, data protection, export control, tax, consumer protection and advertising.
3.26 Do not violate third -party intellectual property or privacy.
3.27 Do not hurt Novooi's reputation.
3.28 Accept that when an order is accepted via the marketplace, the order is binding and must be completed by the seller directly to the customer.
3.29 comply with the customer's ordering requirement given by us to the seller.
3.30 comply with the return and refund guidelines given by us to the seller; See return and refund guidelines.
3.31 Accept that Novooi can disable the seller's store front at any time if Novooi, at its discretion, believes that the seller has not complied with any of the guidelines.

4. Prices and payment

4.1 As a remuneration for the service provided by Novooi, the seller shall pay the commission fee as stated in section 4.3
4.2 Monthly or annual subscription fee is free.
4.3 The commission fee B2C (consumer) is set at 25 % and B2B 10 % of the total amount that the customer pays for each product sold through novooi.no of the seller, including VAT if applicable.
4.4 If goods are returned to the seller in accordance with the return and reimbursement guidelines, the Novooi customer refunds the full amount. Novooi reserves the right to withhold the seller's money for a period of 45 days for this purpose. Special -ordered products cannot be returned or canceled after the order is placed and accepted.
4.5 Payments for the products should be made directly to us by the customer. The seller accepts that the customer's payment obligation to the seller is fulfilled when the customer has paid novooi for the product.
4.6 The commission fee is drawn directly by Novooi from payments made by the customer.
4.7 Novooi shall pay the seller for all transactions via a withdrawal method from the seller's dashboard. It is the seller's responsibility to extract his disposable balance. The seller must submit a request for withdrawals, which must be approved by us. Funds earned from a transaction must remain in the balance for a period of 45 days to enable return and refund.
4.8 All payments will be made in Norwegian kroner.
4.9 The seller shall provide us with updated bank information if it is necessary to facilitate payments for sold products, and shall be responsible for any bank fees or administrative costs due to incorrect information.

5. Intangible rights

All intellectual property rights related to Novooi's name, logo and trademark should be owned by us. Novooi gives the seller a license to use our name, logo and brand in marketing material, packaging or other places in accordance with these Terms. Upon termination of this Agreement, this license automatically terminates.

The seller guarantees that:
5.1 It is the rightful owner of all intellectual property rights associated with the products (including photographs, images and logos), or that it has a valid license to use such rights.
5.2 The use of intellectual property rights and/or Novooi to sell the products in the marketplace will not violate third -party intellectual property rights.
5.3 The seller shall at all times during and after this agreement keep the Novooi injury for any claim, claims for compensation, liability or loss that arises in connection with violation of section 5.1.
5.4 The seller gives Novooi access to and the right to use all content placed on the seller's store front. Novooi can use images and profile information in marketing and social media.

6. Confidentiality

6.1 Each party receiving confidential information from the other shall keep this information confidential. This agreement shall be regarded as confidential information.

The obligations of confidentiality do not apply if written pre -consent for publication is provided, if the information is already publicly known without a breach of confidentiality, if the information was legally in the recipient's possession before it was provided, or if the information is required to be published in accordance with the current law, a court order or a public authority.

The obligations of confidentiality remain valid for five (5) years after the agreement has ended or expired.

7. Limitation of liability

Nothing in this Agreement limits or excludes our responsibility for deaths or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded in accordance with current law.

Subject to paragraph 9, Novooi should not be responsible to the seller, either in contract, liability (including negligence), violations of statutory obligations or otherwise, which occurs during or in connection with this Agreement, for loss of profit, loss of sale or business, loss of agreements or contracts, loss of expected savings, or damage to or damage, loss of or damage to or damage, indirectly or follow -up.

8. Data Protection

The seller acknowledges and accepts that personal data will be processed by and on behalf of the supplier in connection with the service. Information and data provided by the seller cannot be used, published or distributed by us.

9. Customer service

We strive to respond to email within 24 hours. We arrange meetings with our sellers and professional buyers if needed. Novooi does not require customer service payment.

10. Termination

10.1 Without affecting other rights or remedies available to any of the parties, this agreement shall remain in force until one of the parties in writing the other.
10.2 Novooi may immediately suspend or terminate this Agreement with immediate effect without liability by giving written notice to the seller if the seller commits a significant breach of any of the terms of this Agreement, where the breach cannot be corrected, or (if the breach can be corrected) if the seller does not correct the breach within seven (7) days after being notified.
10.3 The agreement can be terminated if the seller cannot pay his debt as it falls due, becomes or threatened to become insolvent, becomes the subject of a bankruptcy order, enters into an agreement or suggestions or enters into a compromise or a scheme with any of its creditors, voluntarily or forced the liquidation, or an application is submitted to the right -wing incident.
10.4 Novooi may, at its discretion, consider that the seller's suitability or qualification to be listed on the online marketplace has changed, thus terminating the agreement.

11. Consequences of termination

Upon termination or expiry of this Agreement, the seller shall immediately pay us any outstanding fees. The termination or expiry of the agreement shall not affect any rights, remedies, obligations or liability for the parties that have been incurred until the date of termination or expiry, including the right to claim compensation for any breach of the agreement that existed at or before the termination or expiry.

12. Force Majeure

If a party is hindered, delayed or prevented from fulfilling some of its obligations under this Agreement due to a force majeure event, the affected party shall not be considered to have broken the agreement or otherwise be responsible for such omission or delay in the fulfillment of its obligations. The time for fulfilling such obligations shall be extended accordingly.

If a force majeure event persists for a continuous period of more than three (3) months, one of the parties may terminate this agreement with 14 days' written notice to the other party. At the end of this notification period, the agreement will be terminated. Such a termination shall not affect the rights of the parties in connection with any violations of the agreement that occurred before the notice.

13. Transfer

This Agreement is personal to the seller, and the seller should not transfer, transfer, pledged, burden, put out on the subcontractor, declare a trust above or otherwise handle some of its rights and obligations under this Agreement. Novooi may at any time transfer, pledged, burden, declare a trust over or handle some of its rights under this Agreement.

14. Dispute resolution

If a dispute arises in connection with this agreement or its fulfillment, validity or enforcement, the parties shall follow the procedure described in this clause.

The parties shall inform each other about the exact cause of the dispute. Each party should try to resolve the dispute via email or if necessary by phone. This can involve discussion and compromise. As a last resort, legal advice should be applied for in connection with violations of the contract for some of the parties, and legal solutions can be enforced. This may include compensation or disqualification from the use of the service.

Friendly and amicable solutions are preferred.

15. Current law

This agreement and any disputes or claims that arise as a result of or in connection with it, its content or design (including non-contractual disputes or requirements) shall be regulated by and interpreted in accordance with Norwegian law.

The rules for arbitration shall apply to the arbitration treatment, and if this fails, both parties submit to the exclusive jurisdiction of Norwegian courts.