Seller Terms of Service

1. Overview

Thank you for your interest in becoming a seller on the Wonder Industries wholesale online showroom, accessible through its websites (collectively, the " Site") and mobile applications (collectively, the "Application") (together, the "Services"). Throughout these Seller Terms of Service ("Seller Terms"), the terms "Wonder Industries," "us," and/or "we" refer to Wonder Industries Limited, companies house number 12845711, located at 71-75 Shelton Street, London, Greater London, United Kingdom, WC2H 9JQ. The terms "you" and/or "your" refer to you as a user of the Services as a Seller. These Seller Terms, along with Wonder Industries' General Terms of Service ("General Terms") and Privacy Policy, govern your sale of products as a Seller through the Services. These Seller Terms references and link to various Wonder Industries policies that provide additional details regarding the Services, and such policies are incorporated herein by reference and are to be treated as part of these Seller Terms. By confirming the Terms of Service when registering, you acknowledge and agree to the set forth below. Capitalized terms used herein but not defined shall have the meanings given to them in the General Terms. Throughout these Seller Terms, the word"include" or "including" means "including, but not limited to".

2. Key Definitions

"Seller" means a seller who offers to sell and/or sells its products to Buyers through the Services. The term "Seller" also includes "Distributor" as defined below.

"Distributor" means a seller who offers to sell and/or sells a third party seller's products to Buyers on the Services under express, valid and continuous authorization from such third party seller.

"Buyer" means a buyer who purchases products through the Services for the purpose of resale.

3. Account Registration – Seller Account

Seller Account. To sell products through the Services as a Seller, you must submit an application to become a seller and be approved by Wonder Industries for an account ("Seller Account"), as further set forth in the General Terms. By accepting these Seller Terms and providing the requested information (including any necessary documentation evidencing product compliance and safety and appropriate licenses and registrations applicable to your products, and if you are a Distributor, proof that you have the necessary rights from applicable third party sellers whose products you seek to distribute on the Services) during the Seller application process (as detailed in the General Terms), you authorize Wonder Industries and its affiliates, acting on your behalf, to accept orders placed by Buyers for the sale of Seller products, and on behalf of any third party sellers whose products you seek to distribute on the Services. Wonder Industries will use good faith efforts to review your application to become a Seller as soon as possible. You acknowledge that Wonder Industries is only able to accept a limited number of Sellers at any given time, and that Wonder Industries is not obligated to accept you as a Seller. You hereby release Wonder Industries from any liability regarding the acceptance process.

Wholesale Relationships. Wonder Industries understands that Sellers have sales representatives in certain territories. If you have such sales representatives, Wonder Industries may, depending on circumstances and regulations, work with you to limit certain geographical areas where your sales representatives are located so that you do not receive orders from those geographical areas. To discuss this, you will need to contact us.

Distributors. If you intend to distribute a third-party seller's products on the Services, you must obtain express written consent from the applicable third-party seller. Such consent must include all relevant third-party seller details (including, without limitation, seller name, products to be sold, and relevant contact information), all of which Wonder Industries requires for legal and quality purposes. As a Distributor, you acknowledge and agree that a third-party seller may in its discretion, choose to list its products directly on the Services, in which case the relevant products would be removed from your listing as a Distributor.

4. Onboarding

Company Page. Each Seller has its own dedicated store page on the Site featuring its products (including descriptions and other pertinent information) ("Company Page"). Wonder Industries will create and design your Company Page with the information you provide (or you may do so yourself if certain self-onboarding features are available in our discretion, except that such self-onboarding features do not apply to Distributors unless otherwise authorized by Wonder Industries in writing in its sole discretion). You agree that Wonder Industries may adjust, edit or remove Content you submit in order to comply with Wonder Industries' internal specifications and requirements. Wonder Industries reserves the right to approve the final look of your Company Page in its sole discretion. Wonder Industries may ask for additional information as needed. As soon as your Company Page is created, Wonder Industries will inform you about account activation.

Product Listings. As part of the onboarding process, you are required and agree to submit to Wonder Industries a complete product catalogue containing the following information: (i) product name; (ii) product variations; (iii) price (exclusive of VAT, GST or similar taxes);(iv) product descriptions; and. The product listing must be created in accordance with Wonder Industries' Product Guidelines.

High-Resolution Photographs. You are required and agree to provide high-resolution photographs of your products. Photographs that could reasonably be considered objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful or otherwise inappropriate are prohibited. Wonder Industries reserves the right to reject content that violates Wonder Industries' guidelines or these Seller Terms.

Minimum Order Quantity. You may set minimum order quantities for your products. If you wish to have minimum order quantities, you agree to provide Wonder Industries with your first order and reorder minimums (together, an "MOQ"), which will be displayed on your Company Page.

Lead Time. You must set your typical lead time, which should be an accurate estimation of your actual lead times and which you should use all reasonable efforts to meet. Wonder Industries reserves the right to adjust the lead time, based on actual historical lead times. The lead time you set will be displayed on your Company Page for the purpose of informing Buyers, who may rely on it when making a purchase. You may edit your lead time in your Seller listing settings.

5. Content License, Representations and Warranties

License. In connection with your use of the Services, you hereby grant to Wonder Industries a worldwide, perpetual, non-exclusive, transferable, sublicensable, royalty-free license to use, view, copy, adapt, modify, distribute, publicly display and publicly perform (through any means necessary) your Content on, through or by means of the Services and any of Wonder Industries' advertising, marketing, publicity and other initiatives and events. Wonder Industries does not claim any ownership rights in any of your Content and nothing in these Seller Terms will be deemed to restrict any rights that you may have to use and exploit your Content. You hereby agree that Wonder Industries may at its option, grant a limited, royalty-free, revocable sublicense to Buyers to use your Content on their website for the sole purpose of promoting products purchased from you through the Services.

Representations and Warranties. You acknowledge and agree that you are solely responsible for all Content that you make available through the Services. Accordingly, you represent and warrant that: (i) you are either the sole and exclusive owner of the Content that you make available through the Services or you have all rights, licenses, consents and releases necessary to grant to Wonder Industries the rights in such Content as contemplated under these Terms (including, without limitation, all rights, licenses, consents and releases from applicable third party sellers if you are a Distributor); and (ii) neither the Content nor your posting, uploading, publication, submission or transmittal of the Content or the use by Wonder Industries or a Buyer of the Content (or any portion thereof) on, through or by means of the Services or social media platforms will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or contain inaccurate, misleading, libellous, misleading or otherwise unlawful, abusive, harassing or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Services, or result in the violation of any applicable law or regulation. You agree that you will not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third-parties as to the origin of any posts. You are solely responsible for any Content you provide and its accuracy. Wonder Industries takes no responsibility and assumes no liability, and you hereby release Wonder Industries from any such liability related to any Content posted or otherwise made available by you, and you agree to indemnify Wonder Industries per the terms of the Indemnification section herein.

6. Product Listing and Compliance

Product Listing. Wonder Industries requires each Seller to list their entire product catalogue, unless otherwise agreed in writing by Wonder Industries, and provide a description for each product. Wonder Industries reserves the right to accept or reject any products and has final discretion as to the content of the final Company Page. Seller's available products will at all times comply with Wonder Industries'Product Guidelines regarding prohibited products.

Product and Content Compliance. All products made available on Wonder Industries, and related Content, must meet Wonder Industries' Product Guidelines. You acknowledge and agree to: (i) abide by Wonder Industries' Product Guidelines and to refrain from making available any prohibited products identified in Wonder Industries' Product Guidelines; (ii) comply with all applicable laws, rules and regulations, including safety, labelling, testing, warning, import/export and other consumer protection law requirements; (iii) not infringe upon or misappropriate the intellectual property, publicity or other rights of others; (iv) not provide any false, inaccurate or misleading information about your products; and (v) ensure that you have all necessary rights, licenses, permissions and consents to offer for sale and sell the products through the Services, including (a) that they are allowed to be sold from your jurisdiction and into the Buyer's jurisdiction and (b) if you are a Distributor, that you are properly authorized to do so by the applicable third party seller(s). You acknowledge and agree that Wonder Industries is not responsible for determining whether you meet the above requirements, you hereby release Wonder Industries from any liability with respect thereto and agree to indemnify Wonder Industries as set forth in the Indemnification section set forth below. Failure to comply with Wonder Industries' Products Guidelines may result in the temporary suspension or permanent termination of your Seller Account, in our sole discretion.

7. Product Pricing

Pricing Consistency. You acknowledge and agree that your prices on your Company Page will not be higher than the price you offer on all other channels where your products are sold in the applicable region. Product prices on your Company Page shall be displayed exclusive of VAT, GST or similar taxes.

Price Audits. You acknowledge and agree that Wonder Industries may perform routine price and content audits of the products listed on your Company Page. That includes reviewing for price consistency between your sites and reviewing discrepancies that are communicated to us from Buyers. In the event a discrepancy is found, Wonder Industries may reach out to you and require certain actions to be taken to resolve the issue. If you fail to properly and/or timely respond to the discrepancy, Wonder Industries reserves the right to temporarily suspend or permanently terminate your Seller Account.

8. Wonder Industries Appointment, Commissions/Fees, Payment Terms and Facilitated Payment Terms

Acceptance of Terms. By accepting these Seller Terms, you acknowledge and agree to the commissions, fees, calculations and payout timings set forth below. You agree and authorize Wonder Industries and/or any payment processor engaged by Wonder Industries to charge all commissions and fees owing to Wonder Industries from any amount received by you. If you are a Distributor, you acknowledge and agree that you have the power and authority to agree to the foregoing with respect to all third-party sellers whose products you distribute on the Services.

Percentage. Unless otherwise agreed by Wonder Industries in writing, Wonder Industries charges Sellers a commission (the "Commission") of 7% on all orders. Certain categories of products and a Seller's location may result in a Commission structure different from the foregoing, which will be communicated to you during onboarding or creation of your Seller Account.

Calculation. Commissions are calculated based on the amount of the order total in its agreed currency, excluding shipping costs.

Taxes. You acknowledge and agree that you are solely responsible for the collection and remittance of any taxes, including VAT and sales taxes, as well as any other payments or filings required under applicable law. You are solely responsible for correctly reporting and paying any such taxes. You are wholly responsible for the selection of the appropriate VAT, GST or similar tax rate in such circumstances, and Wonder Industries assumes no responsibility with regard to the Seller's VAT or GST compliance and reporting obligations.

9. Shipping - Costs, Lead Times, Shipping Providers, Damaged Products

Tracking Number. You will be asked by Wonder Industries for, and you agree to provide, within your account, tracking information for each order. If an order is shipped in multiple packages, you agree to provide tracking numbers for each package. When you input the tracking number(s), Wonder Industries will automatically send an email to the Buyer, letting them know the order is on its way. Although not required, Wonder Industries recommends that you require a signature for your shipments to ensure delivery and provide evidence that an order was, in fact, received.

Damaged or Missing Products. Buyers are responsible for reaching out to you through the Services to try to resolve issues relating to damaged or missing items in an order. Wonder Industries will notify you if a Buyer reports to Wonder Industries directly that a product is damaged or if an order is missing items. Wonder Industries will pass along any photographs of any damaged item or of the order as a whole that it receives. You acknowledge and agree that you alone are responsible for resolving the issue, including making a claim with your shipping provider, and you hereby release Wonder Industries from any liability with regard thereto.

Shipping Insurance. Wonder Industries does not require you to purchase shipping insurance. However, Wonder Industries strongly recommends that you do so in order to facilitate any shipping dispute you have with a Buyer.

10. Inventory, Orders, Recalled Products

Inventory. You agree to keep sufficient inventory on hand for products advertised as being available. You agree to promptly remove any products that are discontinued or are out of stock through your Seller account. It is your responsibility to keep your product catalogue current and up-to-date based on availability (whether items are back-ordered or discontinued).

Orders. Wonder Industries will send you an email each time a Buyer places an order for any of your Products and an Order is created. Your Seller Account will also be updated with new Order details. You will be able to review the Order details, edit inventory availability and confirm or cancel the Order. You should confirm an Order within 2 business days of receiving the email notifying you of the Order's conclusion and, if you wish to cancel an Order, you must do so within this timeframe. Wonder Industries will notify the applicable Buyer on your behalf of any cancellation of an Order which you wish to effect and such Order will then cease to be binding on you or on the relevant Buyer from receipt of such notification by the Buyer from Wonder Industries. If you wish to cancel an Order, you will be asked to provide a reason for not being able to fulfil the Order. Consistent order cancellation may result in the temporary suspension or permanent termination of your Seller Account at our sole discretion.

Right to Refuse. You have the right to cancel any Order by a Buyer for any reason. Consistent cancellation of Orders may, however, impact your visibility and search placement within the Services to Buyers.

Recalled Products. You agree to immediately inform Wonder Industries if any of your products have been recalled, giving at least the following information: (i) product name; (ii) SKU number or other identifying number; (iii) number of units sold to Buyers; (iv) purpose of recall; and (v) any other information necessary so that the products may be properly and quickly recalled.

No Circumvention. Once any Order has been concluded with a Buyer through the Company Page and your use of the Services, you agree that you will fulfil such Order unless it is cancelled in accordance with section 11 b. above. You further agree to not influence Buyers to transact offline outside of the Services in any manner, or otherwise circumvent Wonder Industries' process in order to transact orders with Buyers through the Services offline or outside of the Services in any manner.

11. Commitment to Quality and Service

Minimum Standards. Seller and Buyer satisfaction is of utmost importance to the long-term health and success of the Wonder Industries community. Accordingly, Sellers are subject to the following minimum standards in connection with the Services:

i. To accurately list and describe available products on your listings;
ii. To ensure that any cancellation of an Order is effected in a timely manner;
iii. To timely fulfil Orders and ship the related Products to Buyers using a reputable shipping provider;
iv. To promptly and effectively respond to Buyer's inquiries; and
v. To promptly resolve missing or damaged orders with a Buyer.

Metrics. You acknowledge and agree that in order to ensure that you are meeting the foregoing Seller's minimum standard requirements, Wonder Industries will track and measure your performance using a variety of metrics, including collecting reviews and ratings from your Buyers. Reviewed individually and as a whole, these metrics help Wonder Industries determine whether you are meeting Wonder Industries' expectations on delivering a great experience for the Buyers. Such metrics also include the following:

i. Accuracy of product listings and Catalogues completeness;
ii. How often your shipments are later than the expected shipping date;
iii. How often you provide a valid tracking number;
iv. How long it takes you to confirm or cancel new Orders;
v. How often your orders are reported as damaged or missing products:
vi. How often your products are on backorder, returned or cancelled;
vii. How promptly and effectively you respond to Buyer inquiries;
viii. How promptly and effectively you resolve missing or damaged orders with a Buyer.

Volume Considerations. Wonder Industries takes volume considerations into account when calculating metrics. For example, if a Seller has only 10 Orders, and 1 was damaged, then the damaged Order rate is 10%. While that metric is technically over Wonder Industries' target, it does not necessarily reflect an actual problem with performance, given the low volume of Orders.

Evaluation. Wonder Industries typically evaluates a Seller's performance using the above metrics on an ongoing monthly basis, and more frequently during high-volume periods such as the holiday selling season. The length of time between reviews depends on the volume of transactions of each flagged Seller Account and/or the extent of available data. Wonder Industries reserves the right to adjust its evaluation criteria as needed.

Accountability. If Wonder Industries determines that you are not meeting the minimum standards of quality and service, Wonder Industries may reach out to you in an attempt to resolve the issue and/or temporarily suspend or permanently terminate your SellerAccount. Wonder Industries also reserves the right to put limits on your Seller Account, lower your visibility and/or search placement across the Services, limit your ability to sell with new Buyers until you resolve outstanding issues, and/or deny signing up any affiliated, related or duplicate accounts.

Suspended Accounts. If your Seller Account is suspended for performance issues, you may appeal for re-activation by providing Wonder Industries with a plan of action for correcting the problems that contributed to the account being flagged and suspended. If Wonder Industries, in its sole discretion, approves the plan of action, you may resume selling through the Services. If you believe that the flag on your Seller Account is erroneous, you may contact Wonder Industries and explain why.

12. Promotion

Unless you opt out as set forth below, Wonder Industries may feature certain Sellers, products and Content at the top of their respective category, on Wonder Industries' landing pages, in advertisements, email, social media accounts or in any other channels or media at its discretion. Wonder Industries may choose to bid on seller names and keywords relating to the Seller's products in advertising products and may create SEO-optimised pages or campaigns for Sellers. Wonder Industries shall not be liable for any pricing or availability of a particular product featured in a particular ad or marketing. If you do not want to participate in the Marketing and Advertising Program, please contact us. Wonder Industries may also offer Sellers email marketing tools to use for their business. Additional terms and conditions may apply, including that all account leads must be sourced by you directly (purchasing lead lists from third parties is not permitted), the tools are not to be used for spam, and Wonder Industries reserves the right to throttle or limit the number of emails sent to Buyers via such tools.

13. Wonder Industries Chat

Buyers and Sellers may contact each other directly through Wonder Industries Chat on the Services. You agree to use Wonder Industries Chat only for legitimate business purposes, such as responding to a Buyer's question about your products or the status of an order, or to resolve business issues. You agree to not abuse Wonder Industries Chat, to use it only as is reasonably necessary, and to not use it for the purpose of harassment or other improper purposes. If you are not able to answer a Buyer's question or resolve issues, you may contact Wonder Industries directly.

14. Product Liability Insurance

All Sellers are required to maintain, at their own cost and expense, general commercial liability insurance (including comprehensive product liability) with respect to its products listed on Wonder Industries in such amount as is reasonable and customary for companies of comparable size and activities. Wonder Industries reserves the right to request proof of such insurance coverage and other relevant information at any time.

15. Indemnity

You agree to defend, indemnify, and hold Wonder Industries, and its parent, subsidiaries, affiliates, partners, successors, and assigns, and each of their owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers and third party content providers, harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees(including reasonable legal and accounting fees) made by any third party due to or arising out of your violation of these Seller Terms, the General Terms and/or any law or the rights of a third party, and/or your use of or participation on the Services.

16. Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES REMAINS WITH YOU. NEITHER WONDER INDUSTRIES NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SITE, SERVICES, APPLICATION WILL BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDINGNEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WONDER INDUSTRIES HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WONDER INDUSTRIES' AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED 100 EURO. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN WONDER INDUSTRIES AND YOU.

17. Prohibited Uses

Wonder Industries will have the right to investigate and prosecute violations of these Seller Terms to the fullest extent permitted by law. Wonder Industries may involve and cooperate with law enforcement authorities in prosecuting users who violate these Seller Terms. You acknowledge and agree that Wonder Industries has no obligation to monitor your access to or use of the Services or Content, or to review or edit any Content, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Seller Terms, to investigate a complaint or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Wonder Industries reserves the right, at any time and without prior notice, to remove or disable access to any Content that Wonder Industries, in its sole discretion, considers to be in violation of these Seller Terms or otherwise harmful to the Services. Wonder Industries reserves the right to cooperate fully with law enforcement, and to involve and share information with law enforcement, governmental agencies or other oversight bodies if Wonder Industries suspects illegal activity may be taking place.

18. Termination

If you breach any of these Seller Terms, Wonder Industries will have the right to temporarily suspend or permanently terminate your Seller Account, and/or terminate these Seller Terms and/or the General Terms, in its sole discretion and without prior notice to you. Wonder Industries reserves the right to revoke your access to and use of the Services at any time, with or without cause. In the event Wonder Industries terminates these Seller Terms for your breach, you will remain liable for all amounts due hereunder. You may terminate your relationship with Wonder Industries at any time by contacting us or as otherwise indicated in your Seller Account. Wonder Industries will take down your Company Page as soon as practicable and will close your Seller Account once there has been an accounting of all monies due and owing.

19. Controlling law and jurisdiction

These Terms and any agreement to which these Terms apply shall be governed by English law and shall be subject to the exclusive jurisdiction of the English Courts, without regard to conflict of laws rules. For any dispute under this Agreement, any claim (including, but not limited to any claim for injunctive or monetary relief) will be brought only in English Courts, and neither You nor Wonder Industries will object to the exercise of personal jurisdiction by such court.