Partner Terms

Terms & Conditions (For Partners)

These terms and conditions (“Terms and Conditions”) apply between you (the "Partner") and Seezona AB, registered in Sweden (556789-7078) at Baldersgatan 3, 114 27 Stockholm, Sweden ("The Company",”we", "us") in connection to the services provided.

1. DEFINITIONS AND INTERPRETATION

In these Terms and Conditions, the following expressions shall have the following meanings:

”Agreements” jointly refer to these Terms and Conditions and the Partner Agreement.

"Affiliated Websites" means third-party websites that The Company may advertise the Website Products on.

“API Keys” means the code necessary to activate the integration of Product Information and order-related data integrated by the Company.

”Billing Information” means: (i) Partner address, (ii) VAT registration number (if applicable), (iii) IBAN, (iv) Swift, (v) Company address, (vi) Company VAT registration number.

“Onboarding Check List” means the document linking to the Onboarding Document and details which Partner’s Media/Content is needed.

”Commission” means the percentage compensation that the Company keeps on each order made by a Customer on the Website for the purchase of Website Product(s), representing the difference between the retail price and the Discounted Price.

"Confidential Information" means any confidential information which is disclosed by either party to the other pursuant to, or in connection with, these Terms and Conditions, other than information which is already in the public domain (otherwise than as a result of a breach of any obligation of confidentiality).

"Customer" means a customer of the Website.

“Discounted Rate” means the Price (including VAT and taxes when applicable) at which the Company buys the Website Product(s) from the Partner after applying the Commission.

“Force Majeure” means any acts, events, omissions, or accidents beyond the reasonable control of a party including but not limited to: (i) fire, flood, explosion, earthquake, storm, or other natural disaster or extreme adverse weather conditions; (ii) terrorist attack, civil commotion or riots; (iii) collapse of building structures or failure of plant, machinery, computers or utility service.

“Intellectual Property” means either Party’s patent, copyright, registered design, unregistered design right, trademark, trade name, domain name, picture material, or other intellectual property rights together with any current applications for the registration of any of the foregoing.

“Losses” mean losses, liabilities, damages, compensation, penalties, costs, disbursements, and expenses arising directly or indirectly from any claim, demand, action or proceedings.

“Non-Fulfilment Penalty” means that the Company will keep its Commission on orders canceled by the Partner prior to fulfillment or where the Partner sends an incorrect item to the Customer.

“Onboarding document” means the form provided by the Company to the Partner after the signature of the Partner Agreement where information such as: (i) the Partner’s full name; (ii) the Partner’s registered business address; (iii) the Partner’s VAT registration number; (iv), Tax residency; (v) Billing Information, (vi) contact details, (vii) API keys and (viii) any other information as The Company may request from time to time needs to be filled in.

“Partner Agreement” means the Agreement signed between the Parties as a complement to these Terms and Conditions, defining the Commission and other payments to the Company.

“Partner’s Media/Content” means any media/content produced by the Partner in relation to their Website Product(s) and displayed on their website or any social media platform managed by the Partner or that has been provided by Partner to The Company.

“Payment date” means the 25th of each month or the next bank day.

“Penalty Fee” means a penalty of €10 applied in the Statement for each delayed response or shipment or any other applicable infringement on the Agreements.

“Permitted Discount” means a discretionary discount of up to twenty (20) percent off the Price of Website Product(s), that can be offered by the Company to its Customers at the Company’s discretion.

“Price” means the amount that each Website Product(s) is to be offered for purchase (outside of any Sales Periods) through the Website as determined on the Partner’s website and which amount shall be inclusive of applicable taxes.

"Product Information" means Price, descriptions, copy, artwork, photographic images or other information and materials in respect of the Website Product(s) provided by the Partner for display.

”Return Window” means 14 days from the date the Customer has received the Website Product(s).

“Return Policy” means the terms for returning a product, which can be found on https://www.seezona.com/faq#returns-and-refunds

“Sales Period” means any time during which The Company at its absolute discretion decides to hold a sale or promotion period on the Website.

“Self-Billing Obligations” means the Company providing a Statement to the Partner.

“Statement” means the net sales invoice including (i) a specification of the purchase dates, the Partner order number, Discounted Rates, quantities, colors and sizes for all Website Product(s) sold during the Statement Period, adjusted for any returned products for the prior or current Statement Period, any Non-Fulfilment Penalty fees or Penalty Fees, (ii) fees incurred for faulty products, (iii) any applicable shipping fee reimbursements, (iv) total invoice amount, (v) applicable VAT % and amount, (vi) Payment Date, (vii) invoice number and (viii) Billing Information. All amounts are in Euros if not agreed otherwise.

“Statement Date” means the Statement is sent out by email to the Partner on the 7th of each month.

“Statement Period” means the prior calendar month.

“Suspension” means when the Company decides to temporarily unpublish the Partner’s products due the repeated failure to comply with the Terms set forth in the Agreements.

”Termination” means a 30-day written notice from either Party to end the collaboration.

“VAT” means value-added tax (or any other similar sales tax in any other jurisdiction).

“Website” means the website at domain www.seezona.com and any other related domains owned and operated by The Company.

“Website Products” means any product or products that the Partner wishes to exhibit on the Website and which The Company has approved as being suitable for display on the Website.

“Partner Email” means the Partner’s email address on file, as defined in the Onboarding Document.

2. COLLABORATION GROUNDS

The Partner is willing to let the Company sell its products on the Website at the agreed Price under these Terms and Conditions.

3. SALE OF WEBSITE PRODUCT(S)

3.1 The Partner warrants that:

(i) it has legal ownership and full rights to sell the Website Product(s) and associated Intellectual Property.

(ii) The sale of the Website Product(s) does not infringe upon any third-party rights, including Intellectual Property.

(iii) The Website Product(s) and stock are of satisfactory quality, free from defects, and comply with all applicable legal and regulatory requirements.

3.2 The Partner appoints the Company to sell the Website Product(s) through its platform and Affiliated Websites under the Agreements.

3.3 The Company acts as a disclosed agent when selling Website Product(s) on behalf of the Partner, subject to these Terms & Conditions and the Partner Agreement.

3.4 The Company shall facilitate secure online credit card transactions for Customers purchasing Website Product(s) through the Website.

3.5 Upon a Customer’s purchase, the Partner sells the Website Product(s) to the Company at the agreed Discounted Rate. At this point, ownership and title transfer to the Company.

3.6 The Company reserves the right to have Sales Periods and apply Permitted Discounts to the Website Product(s) at its discretion.

3.7 The Company may choose to adjust Prices upwards to reflect additional sales-related costs with up 20% and downwards up to 15%, outside of temporary Sales Periods and Permitted Discounts

3.8 The Company may temporarily unpublish the Partner’s products for maintenance or technical updates. This does not affect the Partner’s obligations to pay the monthly subscription fee.

3.9 The Company may amend or cancel an order in whole or in part at no additional cost, before the Website Product has been shipped, by providing written notice.

3.10 The Company retains full discretion over the Website’s design, content, product selection and product presentation, including the right to remove any of the Partner’s Website Product(s) at any time.

4. PARTNER OBLIGATIONS

4.1 After signing the Partner Agreement, the Partner shall share the information listed in the Onboarding Checklist and fill in the linked Onboarding Document.

4.2 VAT-registered Partners must specify the applicable VAT rate in the Onboarding document and remain solely responsible for compliance with VAT regulations.

4.3 Through the provision of API Key(s), the Partner is granting the Company access to product inventory for order management, including creation, cancellation, returns, refunds, the automatic transmission of shipping information and order receipts. The Company will access only the data necessary for these operations.

4.4 The Partner must ensure that all Website Products supplied for sale:

(i) Match their descriptions accurately.

(ii) Are of satisfactory quality, fit for purpose, and remain defect-free for at least 12 months after delivery.

(iii) Comply with all relevant statutory and regulatory requirements concerning manufacturing, labeling, packaging, storage, handling, and delivery.

4.5 The Partner shall ensure all Product Information is complete and accurate, including descriptions, material composition, model size, pack shots, and model images. Failure to provide such information may result in product Suspension.

4.6 If a Website Product is made-to-order, the Partner must indicate this in the Product Information along with the corresponding production and delivery times.

4.7 The Partner shall not include direct or indirect links to other websites, contact details, or promotional materials within its Product Information or shipments. Repeated breaches shall constitute a material violation, where clause 6.10 is applicable.

4.8 The Partner must maintain up-to-date stock availability and update inventory information regularly.

4.9 Partner Prices must be inclusive of all applicable taxes and charges.

4.10 The Partner shall not set Prices higher than those on its direct sales channels. If a lower Price is publicly available elsewhere, the Company may adjust the Website Price accordingly.

4.11 The Partner must list the Company as a reseller on its website, linking to www.seezona.com.

4.12 The Partner shall notify the Company of planned holidays that can affect production, order handling, and shipping at least four (4) weeks in advance.

5. DELIVERY OF THE WEBSITE PRODUCT(S) TO CUSTOMERS

5.1 Where a Customer purchases a Website Product, the Company shall notify the Partner by sending the order to their e-commerce platform.

5.2 If a Website Product ordered is made-to-order or pre-order, the Partner shall inform the Company about the planned shipment date and ship the order as soon as the order is ready. If production is delayed, the Partner shall promptly inform the Company.

5.3 When a Product is in stock, The Partner shall dispatch the order within (1) business day to avoid Penalty Fees.

5.4 If not otherwise specified in the Partner Agreement, The Partner organizes and pays for all shipping and returns. All orders must be shipped DDP (Delivery and Duties Paid). The Partner needs to ship the Website Product(s) within the timeframe agreed upon during the onboarding process.

5.5 If applicable, the Partner shall also handle customs clearance. The Company will not assume any responsibility or share any costs related to customs clearance issues. No customs-related costs can be transferred to the Company, for both shipping and returns..

5.6 The Partner must use the Company’s provided packaging and cards when fulfilling orders, when provided. The Partner shall order a restock of packaging and cards from The Company when stock is low.

5.7 The Partner shall ensure that:

(i) Website Products are properly packed and secured to reach their destination in good condition.

(ii) A return slip shall always be included in the packaging to facilitate returns.

(iii) Where more than one Website Product is ordered by the Company for on-sale to a Customer, the Partner shall not deliver the Website Products in installments without the Company’s prior written consent.

(iv) Nothing other than Company-approved materials shall be included in the shipments, such as promotional materials.

5.8 In case a Website Product is lost or stuck in customs for more than two (2) weeks during the shipping process, the Company will have the right to offer the Customer a full refund or a replacement of the Website Product. If the Customer chooses a replacement of the Website Product, the Partner will ship a new product within two (2) business days. If the Customer chooses a refund, the refund will be credited on the Statement.

5.9 Penalties:

(i) The Partner must respond to the Company’s emails within one (1) business day; failure to do so incurs a Penalty Fee.

(ii) If the Partner cancels an order, for whatever reason, a Penalty Fee will be applied to the Statement.

(iii) A Penalty Fee is applied on the Statement for each late shipment.

(iv) For (i) to (iii) listed above, the Company will apply a Suspension of the Partner from the Website if one of these events occurs more than two (2) times in 30 days.

(v) If the payment made to the Partner cannot reach the Partner’s bank account due to the currency or bank account provided in the Onboarding Document not being supported or containing the wrong information, a Penalty fee wil be applied to the Statement.

(vi) If the Website Products are not delivered in accordance with the Company’s instructions or fail to meet the required quality standards, the Company may claim damages for any other costs, loss, or expenses incurred due to non-compliance, which will be applied to the Statement.

(vii) The Partner shall use Customer data strictly for order processing and dispatch. Direct solicitation of the Customer is prohibited, including the inclusion of promotional materials (other than Company-approved materials) in shipments. A breach of this provision incurs a €1,000 penalty per occurrence, without prejudice to the Company’s other legal rights.

6. RETURNS & REFUNDS

6.1 If not otherwise specified in the Partner Agreement, The Partner organizes and pays for all returns.

6.2 The Partner is in charge of handling any customs clearance issues and associated costs and cannot make any claims whatsoever on the Company in regard to a return process.

6.3 The Partner is required to accept returns following the Company’s Return Policy. The Partner is obliged to accept returns during the Return Window.

6.4 For a refund to be accepted according to the Company’s Return Policy, a customer needs to:

(i) Have notified of their intentions to return within the 14 Return Window

(ii) Have all original tags still attached to the Website Product(s)

(iii) The Product to be in its original state, with no signs of wear

6.5 If the return requirements defined in the Return Policy are not met by the Website Product(s) shipped back by the Customer, the Partner shall inform the Company within 7 days, who will refuse the return and deny the Customer’s refund.

6.6 If the cause of return is a manufacturing defect, an error in size or in color, the Company will immediately offer the following alternatives to the Customer,, all at the Partner’s expense:

(I) return and full refund: if the Customer chooses a full refund, it will be applied on the Statement

(II) replacement: if the Customer chooses a replacement, the Partner will ship the new Product within two (2) working days. The Partner will organize and pay for shipping and customs clearance.

(III) return for repairment and discount: The Partner will organize and pay for the return of the Website Product and the shipping of the repaired Website Product back to the Customer at no extra cost.

6.7 The Partner must notify the Company of the arrival and approval of any returned Website Product(s).

6.8 Any returned product(s) will be credited on the Partner’s Statement.

7. PAYMENT

7.1 Payments to the Partner:

(i) To fulfill its Self-Billing Obligations, the Company shall issue a Statement on the Statement Date, summarizing the sales, returns, and applicable fees for the Statement Period. Payment shall be made to the Partner on the Payment Date.

(ii) For Partners registered within the European Union (EU), the Company shall specify any applicable Value Added Tax (VAT) in the invoice. However, the Partner is solely responsible for VAT declaration and compliance in their country of registration.

(iii) The Payment will be issued according to the details specified in the Partner’s Billing Information, in Euros, unless otherwise stated in the Partner Agreement, in which case currency exchange rates might have negative effects on the final paid amount. No exchange rate related losses will not be reimbursed by The Company.

(iv) The Company pays for its own banking costs. Any additional transaction fees and costs related to payment are paid by The Partner.

(v) No payouts will be made for invoices below €500. The balance will roll over to the following payment period until the threshold is met.

(vi) If the Partner maintains a negative balance for three (3) consecutive months, the outstanding amount shall be due for immediate payment.

(vii) Termination & Outstanding Balances: In the event of Termination, any outstanding negative balance shall be due for immediate payment before the Agreements are fully closed.

(viii) The company reserves the right to forward unpaid invoices to debt collection. All costs related to debt collection will be paid by the Partner.

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8. TERM, RENEWAL AND TERMINATION

8.1 These Terms and Conditions shall commence on the Partner Agreement signature date. The Partner acknowledges that its products will not be launched on the Website until:

(i) it has completed the Onboarding Document provided by The Company;

(ii) The Company has accepted the information provided in the Onboarding document.

(iii) Payments according to the Partner Agreement have been settled.

8.2 These Terms and Conditions shall be in vigor for as long as the Partner Agreement is in effect. In the event of the Partner Agreement being terminated by either Party, these Terms and Conditions are terminated automatically.

8.3 If the Partner repeatedly acts in a manner that triggers Penalty Fees, the Partner will be considered to be in material breach of the Agreements, in which case the Company has the right to terminate the Agreements effective immediately.

8.4 Upon Termination or expiry of this Agreement, the Partner must delete or destroy all Customer data in their possession.

8.5 Upon the expiration of the Termination period, provisions stated under clauses 7 and 8 still apply until:

(I) all outstanding Statements are settled and

(II) no more Website Products can be returned according to the Return Policy.

8.6 The provisions inclauses12, 13, and 15 shall still be applicable in perpetuity.

9. INDEMNITY

9.1 The Partner shall keep The Company fully indemnified against all Losses arising directly from or indirectly out of:

(i) any act, omission, default or negligence of the Partner, or any persons expressly or impliedly acting with its authority,

(ii) any breach or non-observance by the Partner of the obligations, conditions or other provisions of these Terms and Conditions;

(iii) any faults or defect in the materials or workmanship of the Website Product(s) or Product(s) that causes personal injury to any persons who purchase Website Product(s);

(iv) where the Customer makes a claim of any nature and howsoever arising against The Company in respect of any Website Product and

(v) any other claims made by any person against The Company in relation to or in connection with the Website Product(s) or the sale of the Website Product(s).

9.2 The Partner shall indemnify The Company against all Losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and other reasonable professional costs and expenses) suffered or incurred by The Company arising out of or in connection withany claim made against The Company for actual or alleged infringement of a third party's patents, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, Confidential Information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world arising out of, or in connection with, the supply or use of the Website Products or the Products.

10. FORCE MAJEURE

10.1 Neither Party shall be in breach of these Terms and Conditions nor liable for any failure or delay in performance of any of its obligations under these Terms and Conditions arising from or attributable to Force Majeure.

11. VAT AND SALES TAX

11.1 All sums payable by the Company to the Partner as specified in the Statement will be subject to value-added tax or other sales tax for all EU-based Partners and will be declared to the Swedish Tax Authority.

11.2 It is the Partner’s responsibility to account for and remit any value-added tax due to the appropriate tax authority. The Company shall not be liable for the Partner’s failure to remit to the appropriate tax authority any value-added tax due under these Terms and Conditions.

12. INTELLECTUAL PROPERTY

12.1 The Company acknowledges that the Intellectual Property rights used on or in relation to the Website Product(s) are (with the exception of the Intellectual Property rights in relation to the Product Information which are The Company property), the Partner’s property and the Company is only permitted to use the Intellectual Property for the purposes of these Terms and Conditions.

12.2 The Partner hereby grants to the Company a non-exclusive licence to use the Intellectual Property rights and the Partner’s Media/Content for the purposes of marketing and selling the Website Product(s) under the provisions of these Terms and Conditions.

12.3 The Partner hereby grants the Company a non-exclusive licence to use the Intellectual Property rights in the Company’s advertising including the use of the Partner’s branding and trademark as keywords in relation to Google Ads.

12.4 The Partner acknowledges that it is not permitted to use any Intellectual Property rights which belong to the Company and shall indemnify the Company against all Losses arising out of any action or claim that arises due to any breach by the Partner of this clause.

13. CONFIDENTIALITY

13.1 Each party undertakes to the other that it shall not at any time copy, use or disclose to any person any Confidential Information, except as permitted by these Terms and Conditions.

13.2 A party may disclose Confidential Information: (i) to the employees, officers, representatives or advisers of that party who need to know such information for the purposes of carrying out its obligations under these Terms and Conditions but shall ensure that the employees, officers, representatives or advisers to whom the Confidential Information is disclosed comply with this clause; and (ii) as may be required by law, court order or any governmental or regulatory authority.

13.3 No party shall use the Confidential Information for any purpose other than to perform its obligations under these Terms and Conditions.

14. LIMITATION OF LIABILITY

14.1 Nothing in these Terms and Conditions limits any liability which cannot be limited, including liability for fraud or personal injury caused by negligence, and fraud or fraudulent misrepresentation. Neither party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms and Conditions for any indirect or consequential loss, save where expressly stated.The Partner agrees that any Losses suffered by the Company as a result of a Website Product purchased by the Company from the Partner and then sold by the Company to a Customer shall be a direct loss suffered by the Company for the purpose of these Terms and Conditions.

14.2 Subject to the provisions of this clause, the Company’s aggregate liability to the Partner shall not exceed €1,000. Such total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms & Conditions.

15. GENERAL

15.1 All notices served by either party pursuant to the provisions of these Terms and Conditions shall be in writing and shall be sufficiently served if delivered to the Partner Email.

15.2 The Company shall be entitled to amend these Terms and Conditions from time to time. The Company will advise the Partner of any changes to these Terms and Conditions by email at least 14 days prior to posting an amended version on the Website unless such changes are required to meet regulatory obligations or to address an unforeseen and imminent concern (such as fraud or a data breach), in which case no prior notice is required. If the Partner does not agree to the changes made to the Terms and Conditions, then it shall have the right to terminate its Agreements with the Company prior to the end of the 30-day notice period and stop all form of collaboration immediately. It should do so in writing to the Company’s Email Address. If no reply is given by the time the terms have been updated online, it will constitute an acceptance of the amended Terms and Conditions.

15.3 If any of the provisions of these Terms and Conditions are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such terms, conditions or provision will to the extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

15.4 These Terms and Conditions are binding upon the Partner and its successors and the Partner may not transfer, assign, charge or otherwise dispose of any of its rights and/or obligations arising under these Terms and Conditions without the prior written consent of the Company.

15.5 The Company may transfer, assign, subcontract or otherwise dispose of any of its rights or obligations arising under these Terms and Conditions at any time during the Term.

15.6 These Terms and Conditions combined with the Partner Agreement shall constitute the whole agreement between the parties.

15.7 Where there is a dispute between the Partner and a Customer or between the Customer and The Company regarding Website Product(s) purchased by the Customer, the Company may offer the Customer a full refund and the provisions of clause 7.6 shall apply.

15.8 If the Partner wishes to make a complaint or has any concerns in relation to these Terms and Conditions, it shall contact the Company using the Company’s Email Address.

15.9 These Terms and Conditions and any dispute or claim arising out of or in accordance with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the Laws of the Kingdom of Sweden.

15.10 The parties irrevocably agree that the courts of Sweden shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms and Conditions or its subject matter or formation.

Updated on May 5th, 2025.