ThreeFold Global 3Node Marketplace

Vendor Agreement

Definitions 

Unless explicitly defined hereinafter, capitalized words shall have the meaning ascribed to them in the ‘Definitions’ section of the ThreeFold Grid User and Farmer Terms and Conditions (see: https://library.threefold.me/info/legal/#/legal__terms_conditions_all), it being understood that in case of discrepancies the definitions set out below shall prevail.

1. General

TF Tech has developed an online marketplace (the “Global 3Node Marketplace”) where hardware vendors (the “Vendors”) can offer specific hardware which has been certified by TF Tech (the “Certified 3Nodes”) for sale to third parties (the “Buyers”) in accordance with clause 3.3 below. 

TF Tech acts as the Operator of the Global 3Node Marketplace. Certified 3Nodes are sold directly by the Vendor to the Buyers, and such sale shall be governed exclusively by the terms and conditions as agreed between the Vendor and the relevant Buyer (the “Vendor Terms”). The present Agreement only apply to the use of the Global 3Node Marketplace by the Vendor and determine the rights and obligations of the Operator and the Vendor offering certain hardware for sale on the Global 3Node Marketplace.

2. User accounts

There are two different types of user accounts which can be set up by Users on the Global 3Node Marketplace: a Vendor Account and a Buyer Account.

Every account on the Global 3Node Marketplace is created using an email address and user password, in addition to the other Personal Data requested during the registration process. 

Not more than one account of every kind can be set up. Accounts are not transferable.

By creating the account, the Vendor is solely responsible for the content on, the use of and the access to the Vendor Account. If there are any signs of misuse of the account, the Operator must be notified immediately. 

The Vendor hereby agrees to the use of the email address, used for the creation of the Vendor Account, for any future communication and notifications with the Operator.

3. Vendor account

3.1. Every potential Vendor has to create a Vendor Account on the Global 3Node Marketplace to be eligible for certification. Sending this online registration entails an offer of the TCNP Vendor to form a contract with the Operator. Only after certification by the Operator a Vendor Account becomes fully operational on the Global 3Node Marketplace.

3.2. To be eligible for certification as a Vendor, the following requirements must be met:

- dispose of a valid VAT-number and meet all fiscal and legal requirements to sell products in the jurisdiction in which the Vendor is established and in the Global 3Node Marketplace Territory;

- dispose of a bank account to which Buyer’s payments can be transferred

- dispose of technical staff members who can set up Certified 3Nodes;

- to be able and allowed to deliver Certified 3Nodes in the Global 3Node Marketplace Territory. The choice of Global 3Node Marketplace Territory has to be made at the moment the Vendor creates a Vendor Account and can only be made for territories where the Vendor is legally allowed to conduct its business.

- provide the technical setup of the Certified 3Node, before shipment to the Buyer

- carry a minimum stock to guarantee 2-4 weeks deliveries to the Buyers

- for each Certified 3Node configuration offered for sale on the Global 3Node Marketplace: dispose of logistics to secure delivery of Certified 3Nodes ordered through the Global 3Node Marketplace in a maximum of 4 weeks after order or less if required by applicable law;

- dispose of logistics to deal with returns in a commercially acceptable manner and in line with the provisions of this Agreement and any applicable laws or regulations, including a commercially acceptable ‘Return Merchandise Authorisation’ process;

- provide Level 1 support and Level 2 support during the applicable Warranty Period.

- the designation of a product manager for communication purposes with the Operator

- the designation of a webshop expert (or a dedicated product manager) to manage the sales on the Global 3Node Marketplace (profile, product, logistics, taxes and payment).

- Set up local marketing activities in the Vendor’s Global 3Node Marketplace Territory;

- Participate in at least quarterly business review meetings as setup by the Operator

3.3. Once the Vendor Account is created and the abovementioned requirements are met, the User can apply for certification as a Vendor on the Global 3Node Marketplace. 

The application for certification is filed digitally on the Global 3Node Marketplace, by filling out a form and uploading the requested documents, which may include ‘know your customer’ and ‘anti-money laundering’ forms as may be determined by the Operator in its sole discretion.

The Operator will revert on the certification request to the User within 5 business days of the User’s application to qualify as a Vendor. Once recognized as a Vendor, access will be granted trough the Vendor Account to the Global 3Node Marketplace where the Certified 3Nodes of the Vendor can be sold.

The Vendor undertakes to only sell Certified 3Nodes on the Global 3Node Marketplace. In order to qualify as Certified 3Node, the hardware needs to be compatible with the Software developed by TF Tech. In view thereof, the Vendor shall procure that (1) the Software can properly be deployed on all Certified 3Nodes offered for sale by the Vendor on the Global 3Node Marketplace; and (2) the Software can continue to function on such Certified 3Nodes without impediments due to the hardware under normal working conditions. The Operator shall have the right to determine in its own absolute discretion whether certain hardware provided by the Vendor qualifies (or does not longer qualify) as Certified 3Node to be offered for sale on the Global 3Node Marketplace by the relevant Vendor.

3.4. The Operator has the right to immediately suspend access to the Global 3Node Marketplace, without notice in advance, in the following events:

- if the above mentioned requirements under section 3.2. are no longer met

- if payment obligations towards the Operator are not met by the Vendor

- if the Vendor no longer sells Certified 3Nodes on the Global 3Node Marketplace

- if any other contractual obligation of the Vendor under the present Terms is not or no longer fulfilled.

Immediately after the suspension, the Vendor will receive a written notice of suspension and the reason thereof.

Starting on the date of the aforementioned written notice, the Vendor has 10 Business Days to repair the issue in case of suspension. If the issue is not resolved within this delay, the Operator has the right to permanently delete the Vendor Account of the Vendor. 

The Operator reserves the right to de-activate or suspend any account that has not been logged in to for a period of at least one year.

3.5. The Operator cannot be held accountable in the event of suspension or removal of a Vendor Account and under no circumstance compensation is due.

3.6. The Vendor is free to delete its corresponding Vendor Account using the online function or by writing the Operator, not earlier than 3 months after opening the account. Deleting/suspending/deactivating the account does not free the Vendor of any obligations towards the Operator or the Buyer, that have originated prior to the deletion/suspension/deactivation of the account or that are linked to an event before deletion. As part of these continued obligations, the Vendor shall ensure compliance with any applicable legal or contractual product return obligations and/or product guarantees.

In addition thereto, the Vendor shall ensure continued provision of Level 1 Support and Level 2 Support to any relevant Buyer during the remaining part of the Warranty Period.

4. Product requirements

4.1. Only the Operator has the right to determine which product categories can be sold on the Global 3Node Marketplace, what the requirements for certification for such products are and when those products can be sold on the Global 3Node Marketplace. The Operator has the right to change these product categories and/or certification requirements at any time, without the right to compensation for the Vendor.

4.2. For a product to be recognized as a Certified 3Node, a setup test has to be passed. The setup test is performed by the Vendor and surveyed digitally by the Operator. The setup test is at the risk and expense of the Vendor. The setup test will be determined by the Operator and can be amended in Operator’s sole discretion at any time.

The setup test is required and solely intended for hardware products to qualify as Certified 3Nodes. In no way can the Operator be held liable for any quality or other product issues, and Vendor shall fully hold harmless and indemnify Operator for any Buyer or third party claims in this respect. The Vendor remains solely responsible for the quality and properties of Certified 3Node that it offers to Buyers on the Global 3Node Marketplace.

4.3. Once the Vendor is notified that the setup testing is favorable, the Operator will decide within 5 Business Days on certification of the product as a Certified 3Node and notify the Vendor.

4.4. The Operator reserves the right to suspend sales of any given Certified 3Node by any given Vendor, of which the Vendor will receive written notice with the reason of suspension.

Starting on the date of the aforementioned written notice, the Vendor has 15 Business Days to repair the issue in cause of suspension of the sale of the Certified 3Node. If the issue is not resolved in this delay, the product is no longer recognized as a Certified 3Node.

The Operator cannot be held accountable in the event of suspension of loss of certification as a Certified 3Node and under no circumstance compensation is due.

5. Offers and sales

5.1. A Certified 3Node can be offered for sale on the Global 3Node Marketplace with the following minimal information to be provided by the Vendor:

- name of the product

- hardware capacities

- price

- delivery cost

- estimated date of delivery; and

- all other legally required information

5.2. The Vendor is solely responsible for the provided and mentioned information on the Global 3Node Marketplace, especially in regard to consumer regulation. The Operator has the right to suspend the sale of any Certified 3Node, if the provided or mentioned information is false, misleading or generally in breach with consumer regulation.

5.3. The Vendor shall not offer any Certified 3Node for sale to any third-party buyers (including resellers or distributors) at a lower price (or any other terms which are more advantageous) than the purchase price (or such other terms) listed by the Vendor on the Global 3Node Marketplace. The Vendor acknowledges that this commitment guarantees the Global 3Node Marketplace’s integrity of which all Vendors benefit. 

5.4. Sales agreements are solely made between the Vendor and the Buyer. Complaints, questions and claims related to a sale should be addressed solely by the Vendor. Operator shall transfer any product queries or complaints relating to the Certified 3Nodes to the Vendor as soon as practicably possible.

5.5. The Vendor warrants that its Vendor Terms shall contain, at a minimum, substantially the terms described hereinafter, allowing reasonable modifications to keep consistent terminology and without materially changing the associated meaning.

Vendor shall furthermore only sell Certified 3Nodes to Buyers subject to such Buyers entering into Vendor Terms which shall contain, at a minimum, substantially the following terms, allowing reasonable modifications to keep consistent terminology and without materially changing the associated meaning:

• The Global 3Node Marketplace is defined as an online marketplace that contracts with third-party sellers, Vendors, to promote their sale of physical property, digital goods, and services through the Global 3Node Marketplace. In no way is the Operator to be considered a party in any transaction between the Vendor and the Buyer.

• Pricing and payment terms will be determined by TPCN Vendor at its own discretion. Vendor shall be solely responsible for all applicable federal, state or local sales or use taxes and any other government taxes, fees, duties or charges that are imposed upon the fees and charges paid by Buyer to Vendor under the Vendor Terms.

• Vendor shall provide Buyer with at least such consumer guarantees as may be required under applicable laws, including (but not limited to) the minimum legal product guarantees and the consumer cooling-off or withdrawal rights. Vendor shall correctly address after-sales responsibilities towards Buyers as required under applicable laws.

5.6. Since the Operator takes no part in sales on the platform, the Operator is not responsible or liable for any issues relating to the existence, quality, safety, genuineness or legality of Certified 3Nodes, the truth or accuracy of any picture or description of the Certified 3Nodes or any other content made available by Vendors. Nor is the Operator responsible for the completion of the obligations of the transactional parties towards each other.

5.7 The Vendor shall provide all commercially reasonable efforts to deliver the Certified 3Nodes as soon as practicable to the Buyer, and in any case not later than four weeks after the estimated date of delivery communicated to the Buyer per section 5.1 above.

5.6. Payments between the Buyer and Vendor are handled by the available third-party payment providers on the Global 3Node Marketplace. In order for a Certified 3Node to be offered for sale, the Vendor must either connect a verified account of at least one of the third-party payment providers, or disclose the relevant bank account details for receiving payments from the Buyers on the Global 3Node Marketplace.

5.7. To guarantee the safety of the Buyer and the integrity of the Global 3Node Marketplace, direct arrangements between the Vendor and Buyer to use other methods of payment, are prohibited.

5.8. Vendor shall be solely responsible for complying with all applicable export and/or re-export regulations and restrictions.

6. Fees

6.1. For the use of the Global 3Node Marketplace and connected services (such as inclusion in the Global 3Node Marketplace, hardware validation for Certified 3Nodes, boot files generation for the Certified 3Nodes, Level 3 support by the Operator for the Vendor), the Vendor pays a fee to the Operator of 10% of the net sales price (= price without VAT and added costs) of every Certified 3Node sold on the Global 3Node Marketplace, hereafter referred to as the Fee. The Operator has the right to review the Fee at the start of every quarter, of which the Vendor will be notified 5 Business Days in advance.

The Fee is owed by the Vendor to the Operator once the order of payment is given by the Buyer to the third-party payment provider or made on the Vendor bank account, unless the sale of the Certified 3Node would be canceled or revoked by the Buyer during any applicable contractual or legal cooling-off or withdrawal period. Any cancellation or revocation after the applicable contractual or legal cooling-off or withdrawal period, or other breach of the transaction between the Vendor and the Buyer, does not affect the Vendor’s obligation to pay the Fee. The Operator will send an invoice to the Vendor no later than 5 Business Days after the date that the Fee is owed.

6.2. At the end of each relevant month, the Operator shall issue an invoice to the Vendor in respect of the aggregate Fee due by the Vendor on the basis of valid sales transactions performed on the Global 3Node Marketplace during such month. In order to address possible cancellations or revocations during any applicable contractual or legal cooling-off or withdrawal period, 10% (ten percent) of the Fee owed by Vendor to the Operator in respect of such sales transactions shall be deducted from the invoice and reconciled with the subsequent monthly invoice (i.e. such 10% shall be either added to the subsequent monthly invoice or, in case the relevant sales have been canceled or revoked, credited to the Fee due by the Vendor in respect of the subsequent month).

6.3. The Vendor must have a payment method for the Fee on file in the Vendor Account. If the payment method fails or is past due (30 days), legal interests are due without prior notification.

6.4. For the avoidance of doubt, the Vendor shall be solely responsible for collecting all applicable sales taxes, duties and other levies. The Vendor shall make sure the appropriate tools are in place to automate such calculations.

7. Intellectual property

7.1. The Operator receives the non-transmissible image rights, logo rights, word rights and any other material, used by the Vendor on the Global 3Node Marketplace, for the duration of the use of the platform or the existence of an account.

7.2. The Vendor recognizes that all rights concerning the Global 3Node Marketplace, structure of the Global 3Node Marketplace, the content on the Global 3Node Marketplace, images and trademarks relating to the Global 3Node Marketplace are the sole property of and remain the sole property of the Operator. Only after written consent of the Operator, can any of the aforementioned rights be used by the Vendor.

8. Warranty and Liability

8.1. The TCNP Global 3Node Marketplace is an online platform where Vendor meets potential Buyers. In no way is the Operator to be considered a party in any transaction between the Vendor and the Buyer. The Vendor acknowledges that access to the Global 3Node Marketplace can be restricted to the platform in full or in part, on a temporary or long-term basis, due to maintenance of the Global 3Node Marketplace and in case of Force Majeure.

8.2. The Operator is not liable in the case of an ordinary negligent infringement of obligations. These are not material obligations, whose initial fulfillment enables the due performance of the Agreement and compliance with which the Vendor may regularly depend upon.

8.3. Liability of the Operator is excluded to the extent permitted by law, for ordinary negligence in relation to the availability of the Global 3Node Marketplace or the content on the Global 3Node Marketplace.

8.4. The above liability exclusions extend to damages caused by authorized agents of the Operator. 

8.5. The Operator cannot be held liable for the actions of Users or third parties. Liability for indirect and consequential damages is excluded, to the extent permitted by law.

8.6. The liability of the Operator for malicious intent, gross negligence, personal injury and pursuant to regulations remains intact.

8.7. In any event Operator’s cumulative liability for claims arising out of or related to this Agreement will not exceed 5,000 EUR. Vendor acknowledges and agrees that Operator has based its pricing on and entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties and damages in this Article 8 and that such terms form an essential basis of the bargain between the parties. If applicable law limits the application of the provisions of this Article 8, Operator’s liability will be limited to the maximum extent permissible. For the avoidance of doubt, Operator’s liability limits and other rights set forth in this Article 8 apply likewise to Operator’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.

9. Indemnification

9.1. The Vendor shall indemnify and hold harmless the Operator for all third-party claims, if such claims are formulated on account of purported or actual regulatory violations and/or violation of third-party rights related to the use of the Global 3Node Marketplace or services by the Vendor.

9.2. The Vendor shall reimburse all costs arising from a third-party claim, to the extent permitted by law. These costs also include the costs of litigation and legal defense. In this case Operator shall immediately notify the affected Vendor of the legal measures to be taken.

10. Deemed Supplier and marketplace facilitator

10.1 The Global 3Node Marketplace is defined as an online marketplace that contracts with third-party sellers, Vendors, to promote their sale of physical property, digital goods, and services through the Global 3Node Marketplace. Vendors who are established in the defined territories of their choosing, such as the EU or US, can only sell goods to Buyers located in those territories or in the applicable Global 3Node Marketplace Territory.

As of this reason, the Operator cannot be regarded as (deemed) supplier towards the Buyer. If any claim is directed at the Operator in this quality due to infringement of the aforementioned Global 3Node Marketplace Territory limitations, the Vendor shall indemnify the Operator.

10.2. US Marketplace Facilitator legislation is regulation that shifts obligations from a third-party seller to the Marketplace facilitator for the sales tax collection and remittance. In that regard, the Operator could be held responsible for calculating, collecting, remitting, and refunding state sales tax on sales made by third party sellers for transactions destined to states where Marketplace Facilitator and/or Marketplace Collection legislation is enacted. In certain states, local taxes are not included in the Marketplace Facilitator legislation; the Operator is not responsible for those taxes.

11. Privacy policy

11.1. Each party shall, at all times, comply with its respective obligations under all applicable data protection legislation in relation to all Personal Data that is processed by it in the course of performing its obligations under this Agreement, including, without limitation, by maintaining a valid and up to date registration or notification under the data protection legislation. 

11.2. The Vendor consents to the processing and use of personal data to the extent registered in the Vendor Account for the purpose of the intermediation of the Operator on the Global 3Node Marketplace. The Vendor acknowledges that the Operator shall exchange personal data with other Users only to the extent that is necessary for the sale and purchase of the Certified 3Nodes. 

11.2. The personal data of the Users will be processed for the duration of use of the Global 3Node Marketplace and any applicable Warranty Period, and may be further maintained for a reasonable period in which potential claims between the Operator and the Users, such as indemnifications, may arise.

11.3. The Vendor may also ask in writing that the Operator changes, corrects, blocks or liquidates their personal data.

11.4. The Vendor remains solely responsible for determining the purposes and means of Operator’s processing of Personal Data under this Agreement, including that such processing will not place Operator in breach of the applicable data protection laws. A Data Processing Agreement (‘DPA’) will be concluded between the Operator and the Vendor. 

12. Amendment of the Agreement

12.1. The Operator has the right to change the present Agreement, in particular for the purpose of reflecting legislation changes or improving the quality of services provided on the Global 3Node Marketplace. 

12.2. The Vendor will be notified of such changes and will be asked to explicitly accept them. The Vendor can refuse changes to the Agreement as well as changes to the Fee (art. 6.1.), in which case the Vendor can choose to have its Vendor Account deleted. If the refusal of the changes of the Agreement is not followed by a deletion by the Vendor Account within 5 business days, the Vendor will be notified that in consequence of maintaining the account, the Vendor agrees to the changes, despite the earlier refusal.

13. Final Provisions

13.1. If one or more provisions are or become inapplicable or obsolete, this shall not affect the applicability of the other provisions. If possible, the inapplicable provision will be interpreted in a way that is closest to the real intent of the contracting parties, as to which still has effect.

13.2. The inapplicable or obsolete provision will be amended in such a way that is closest to the real intent of the contracting parties, to obtain the most similar result.

13.3. The Vendor declares to have read and understood the present Agreement, and that this Agreement is equitable.

13.4. Luxembourg law is applicable on all disputes and the interpretation of this Agreement. To the exception of mandatory legal rights that the Vendor may have in the country of residence, only the courts of the Grand-Duchy of Luxembourg shall have exclusive jurisdiction over any dispute arising from or related to this Agreement.