Vendor Terms & Conditions

"Platform" refers to the Marketplace operated at salp.shop.

"Vendor" or "You" refers to the business entity applying for or holding a vendor account.

"Operator" refers to Salp B.V., established in the Netherlands, acting as either the legal merchant of record or a facilitation agent for transactions on the Platform, depending on the applicable Operating Model.

"Deemed Supplier Model" refers to the legal fiction where Salp B.V. acts as the seller of Products to the End Customer for VAT purposes (Undisclosed Agent model under Article 28 of the EU VAT Directive).

"Disclosed Agent Model" refers to the legal arrangement where the Vendor remains the legal seller to the End Customer, and Salp B.V. acts as a facilitation and collection agent.

"Hybrid Operating Model" refers to the Platform's dynamic selection between the Deemed Supplier and Disclosed Agent models based on the transaction route.

"Products" refers to goods listed for sale by the Vendor on the Platform.

"End Customer" refers to a consumer purchasing Products via the Platform.

"Services" refers to the marketplace platform services provided to Vendors by the Operator.

"Trader" refers to the party that bears statutory obligations toward the End Customer under EU consumer protection law, as determined by the applicable Operating Model.

2.1 Vendors must be legally registered business entities within the European Union (EU).

2.2 A valid EU VAT registration number is mandatory. You warrant that all tax IDs provided are active and belong to your legal entity.

Warehouse Location: All Products must be fulfilled and shipped from a warehouse facility located within the EU. Shipping from outside the EU is strictly prohibited.

2.3 Compliance Gating: The Vendor acknowledges and agrees that the Platform enforces mandatory trader compliance gating. You must maintain verified trader status (compliant with DSA, DAC7, and other EU guidelines). The Platform reserves the right to suspend or pause store integrations, catalog sync, and product channel publication immediately if you fail to maintain compliance or reject terms updates.

2.4 DSA Trader Traceability: As required by the Digital Services Act (DSA) Article 30, you must provide and keep current your legal name, address, ID copy, trade register number, VAT ID, bank details, and a self-certification of EU law compliance. You must notify us within 14 days of any changes.

2.5 DAC7 Disclosure: Salp B.V. is legally required to report Vendor data to the Dutch tax authorities under the DAC7 Directive. This includes your legal name, address, Tax Identification Number (TIN), VAT number, IBAN, gross revenues per quarter, and transaction volume. You will be informed of any such reports.

2.6 Product Standards: Products must comply with the General Product Safety Regulation (GPSR), CE marking requirements, REACH, and all applicable EU harmonization legislation. Listing prohibited items (e.g., weapons, controlled substances, counterfeit goods) is strictly forbidden.

2.7 GPSR Takedown Cooperation: Under the General Product Safety Regulation (GPSR), the Platform is required to comply with Market Surveillance Authority (MSA) orders within 2 working days. You agree to cooperate immediately with any product safety request from the Platform, including providing all requested safety documentation within 24 hours of notification. Failure to cooperate entitles the Platform to immediately suspend all Vendor listings without prior notice and to invoke full indemnification under Article 10 for any fines, sanctions, or damages incurred as a result.

2.8 Product Liability Insurance: The Vendor shall obtain and maintain adequate product liability insurance from a reputable insurer, covering claims arising from Products sold via the Platform. Minimum coverage shall be EUR 1,000,000 per occurrence and EUR 2,000,000 in aggregate per policy year. The Vendor warrants that such insurance policy explicitly covers, without limitation, product liability claims for bodily injury, property damage, destruction or corruption of digital data (not used exclusively for professional purposes), and medically recognized psychological harm, in full compliance with the EU Product Liability Directive (Directive (EU) 2024/2853). The Vendor shall provide evidence of current insurance coverage upon request and shall notify Salp B.V. within 14 days if coverage lapses or is materially reduced.

2.9 Product Liability Directive (PLD) Traceability: In accordance with the EU Product Liability Directive (EU) 2024/2853, the Vendor must maintain complete and accurate records identifying the EU-based manufacturer, importer, or authorized representative for every Product listed on the Platform. This information must be provided during product onboarding and kept current at all times. The Vendor must respond to any product liability identification request from the Platform within 5 business days. Failure to provide such identification within the Platform's deadline constitutes a material breach, entitling the Platform to immediate suspension and full indemnification for any liability assumed under the PLD.

4.1 The Platform provides marketplace listing, payment processing, order management, and analytics Services to the Vendor.

4.2 The Platform supports API connections to third-party ecommerce systems (e.g., Shopify, WooCommerce, Lightspeed). The Vendor is responsible for maintaining their own store integration credentials.

4.3 Salp B.V. makes reasonable efforts to ensure Platform availability but provides no guarantee of uninterrupted service or specific SLAs. Scheduled maintenance windows will be notified in advance.

5.1 Commission: You agree to pay a platform fee of 12.5%, calculated on the Gross sale amount (including VAT) of each order. This commission covers the Platform's services including VAT administration, OSS filing, payment processing, and marketplace facilitation. Commission rate changes are subject to a minimum 15-day advance notice (P2B Regulation Art. 3(2)).

5.2 Payout Basis: For domestic same-country sales (e.g., NL vendor to NL customer), payouts are based on the Gross amount. For cross-border EU sales, payouts are based on the Net amount (reflecting the 0% VAT Intra-Community Supply from Vendor to Salp).

5.3 Proof of Export: Payouts are only triggered upon the provision of a valid shipment tracking number. This record serves as mandatory "Proof of Exit" for EU tax compliance.

5.4 Payout Holds: The Platform reserves the right to place payouts on hold (marked as ON_HOLD in the ledger) if you fail to accept terms updates, fail VAT verification checks, or do not maintain verified compliance status. Holds will be automatically released upon resolution of compliance gating requirements.

6.1 The Vendor retains ownership of all product content (images, descriptions, specifications) provided to the Platform.

6.2 The Vendor grants Salp B.V. a non-exclusive, worldwide, royalty-free license to display, reproduce, and distribute the content on the Platform and across related marketing channels.

6.3 The Platform determines product ranking dynamically based on relevance, sales performance, listing quality, availability, and customer reviews. No preferential treatment is given to any specific Vendor (P2B Regulation Art. 5).

7.1 You are responsible for picking, packing, and shipping the Products within the agreed timeframes.

7.2 Returns must be accepted in accordance with EU Consumer Protection laws, specifically the 14-day statutory right of withdrawal.

7.3 Deemed Supplier Orders — Withdrawal Cost Allocation: For cross-border sales where Salp B.V. is the statutory Trader under the Deemed Supplier Model, the Platform shall process the End Customer's 14-day right of withdrawal and refund the full purchase price (including standard delivery costs) to the End Customer within 14 days of the withdrawal notification, as required by EU law. The Vendor bears the full financial cost of such refund, which the Platform shall recover via automatic set-off under Article 12. The Vendor shall provide a pre-paid return shipping label directly to the End Customer within 48 hours of the Platform's withdrawal notification. If the Vendor fails to provide a return label within this period, the Platform may arrange return shipping and deduct all associated costs from the Vendor's payouts.

7.4 Agent Orders: For domestic sales where the Vendor is the statutory Trader under the Disclosed Agent Model, the Vendor is directly responsible for handling consumer withdrawals, refunds, and all related logistics.

7.5 All shipment tracking information must be updated in the Partner Portal in real-time.

7.6 Transfer of Risk: The risk of loss, damage, or destruction of Products remains entirely with the Vendor from the moment of dispatch until the Products are delivered into the physical possession of the End Customer. The Platform bears no responsibility for logistics, warehousing, carrier selection, or transit. If Products are damaged or lost during transit, the Vendor remains fully responsible for providing a replacement or refund to the End Customer (or to the Platform under the Deemed Supplier Model), and must pursue any carrier claims independently at its own cost.

7.7 Legal Guarantee of Conformity: Where the Platform, acting as the statutory Trader under the Deemed Supplier Model, is legally required to provide repair, replacement, price reduction, or full refund to the End Customer under the statutory legal guarantee of conformity (Article 7:17 of the Dutch Civil Code, implementing the EU Sale of Goods Directive 2019/771), the Vendor shall bear the full financial cost. This includes, without limitation, the cost of replacement products, return shipping, inspection, and any refunds issued by the Platform. Where a lack of conformity becomes apparent within one year of delivery, the defect is presumed to have existed at the time of delivery, and the Vendor bears the burden of proof to the contrary. The Platform may exercise its set-off rights under Article 12 to recover these costs immediately.

9.1 The Vendor represents and warrants that it has full legal authority and capacity to sell the Products listed on the Platform and to enter into this Agreement.

9.2 The Vendor warrants that all Products are safe for their intended use, comply with all applicable EU safety standards (including GPSR, CE marking, REACH, and all relevant EU harmonization legislation), and are not subject to any product recalls, safety alerts, or regulatory investigations at the time of listing.

9.3 The Vendor warrants that all product descriptions, images, specifications, and other content provided to the Platform are accurate, complete, not misleading, and comply with the EU Unfair Commercial Practices Directive (2005/29/EC).

9.4 The Vendor warrants that it maintains complete and accurate records of the EU-based manufacturer, importer, or authorized representative for every Product, as required under the Product Liability Directive (EU) 2024/2853 and the General Product Safety Regulation (EU) 2023/988. The Vendor further warrants that it will provide all such details (including brand identifiers, manufacturer contact information, and product safety/conformity marks) to the Platform in a format suitable for direct, clear display to End Customers, ensuring that the third-party origin of the Products is obvious to prevent any consumer confusion regarding platform control or apparent authority.

9.5 The Vendor warrants that all Products originate from and are fulfilled from warehouse facilities located within the European Union.

9.6 The Vendor warrants that it is the sole author or authorized licensor of all product listings and content provided, and that no content infringes any third-party intellectual property or publicity rights.

9.7 AI, Software, and Substantial Modifications: If any Products listed by the Vendor contain software, digital services, artificial intelligence (AI) systems/elements, or have undergone any substantial modification (as defined under Directive (EU) 2024/2853) by or on behalf of the Vendor, the Vendor warrants that it bears all statutory liabilities and duties of a 'manufacturer' under EU law. The Vendor shall ensure all such digital or modified elements comply with the EU AI Act (Regulation (EU) 2024/1689), the Cyber Resilience Act, and other relevant safety frameworks. The Vendor agrees to fully defend, indemnify, and hold the Platform harmless from any and all liability, claims, or regulatory sanctions resulting from the performance, safety, or intellectual property of such software, AI, or modified components.

9.8 Any breach of the warranties in this Article constitutes a material breach of this Agreement, entitling the Platform to immediate restriction or suspension under Article 8, full indemnification under Article 10, and the application of penalty clauses under Article 11.

10.1 General Indemnification (Vrijwaring): The Vendor shall indemnify, defend, and hold Salp B.V. harmless from and against all claims, liabilities, damages, losses, and expenses (including reasonable legal fees and court costs) arising from or related to: (a) product defects, safety issues, or non-conformity of Products; (b) non-compliance with EU product safety standards, the GPSR, CE marking, or REACH requirements; (c) intellectual property infringements; (d) inaccurate, misleading, or incomplete product information provided by the Vendor; (e) failure to fulfill orders within agreed timeframes; (f) any regulatory fines or sanctions imposed on the Platform as a direct result of the Vendor's non-compliance (including DAC7 penalties caused by incorrect Vendor data); and (g) any consumer claims, complaints, or legal proceedings related to the Vendor's Products.

10.2 Platform Liability Cap: Salp B.V.'s aggregate liability to the Vendor under this agreement shall not exceed the total commissions paid by the Vendor in the 12 months preceding the claim.

10.3 Neither party shall be liable for indirect, incidental, or consequential damages.

10.4 Consumer Rights Cost Recovery: Where the Platform, acting as the statutory Trader under the Deemed Supplier Model, is legally required to issue refunds, provide repairs, or supply replacements to End Customers under mandatory EU consumer protection law (including the 14-day right of withdrawal and the legal guarantee of conformity under Article 7:17 BW), the Vendor shall bear the full financial cost of such obligations. The Platform may recover these costs via automatic set-off under Article 12.

10.5 Product Liability Directive Compliance: Under the EU Product Liability Directive (EU) 2024/2853, the Platform may be required to identify the EU-based liable party (manufacturer, importer, or authorized representative) for a Product within one month of a product liability claim. The Vendor shall respond to any such identification request from the Platform within 5 business days, providing all necessary documentation. If the Vendor fails to provide adequate identification within this period, and the Platform assumes strict liability for damages as a result, the Vendor shall fully indemnify the Platform for all damages, legal costs, settlements, and judgments arising from such claim.

12.1 Automatic Set-Off (Verrekening): Salp B.V. is authorized to automatically set off any amounts owed by the Vendor (including consumer refunds, return shipping costs, warranty and legal guarantee costs, penalty clause amounts under Article 11, indemnification expenses under Article 10, and any regulatory fines attributable to the Vendor's non-compliance) against any funds payable to the Vendor, including pending and future payouts. The Platform shall notify the Vendor of any set-off applied, with a statement of the amounts and reasons.

12.2 Outstanding Balances: If set-off funds are insufficient to cover amounts owed by the Vendor, the outstanding balance shall become immediately due and payable. Salp B.V. shall issue an invoice to the Vendor for the outstanding amount, payable within 14 days of the invoice date. The Platform reserves the right to withhold all future payouts and suspend the Vendor's account until all outstanding balances are settled in full.

13.1 Salp B.V. retains all rights, title, and interest in the Platform, its branding, technology, and APIs.

13.2 Neither party may use the other's trademarks or logos without prior written consent.

13.3 You warrant that your Products and content do not infringe upon any third-party intellectual property rights.

14.1 Both parties agree to maintain the confidentiality of all non-public business, financial, and technical information shared during the course of this agreement.

14.2 This obligation survives the termination of the agreement for a period of 3 years.

15.1 Salp B.V. acts as a Data Controller for Vendor account data and Platform analytics.

15.2 For End Customer order data under the Deemed Supplier Model (cross-border orders), Salp B.V. acts as the independent Data Controller, as it is the statutory Trader and seller of record. For End Customer order data under the Disclosed Agent Model (domestic orders), the Vendor acts as the independent Data Controller, as it remains the legal seller. Each party shall comply with its respective obligations under the GDPR as an independent controller. Where joint processing activities arise, the parties shall enter into a supplementary Joint Controller Agreement in accordance with Article 26 GDPR.

15.3 Both parties agree to comply fully with the General Data Protection Regulation (GDPR) and to protect the personal data of End Customers.

17.1 Salp B.V. may amend these Terms with a minimum 15-day advance notice delivered via email and Portal notification (P2B Regulation Art. 3(2)).

17.2 If you disagree with the changes, you may terminate the agreement before the changes take effect. Continued use of the Platform after the notice period constitutes acceptance.

18.1 Neither party shall be liable for any failure to perform its obligations due to circumstances beyond its reasonable control (e.g., natural disasters, pandemics, government action, cyberattacks).

19.1 Salp B.V. operates solely as a third-party marketplace platform and does not sell its own products (1P products) on the Platform. No differentiated treatment or preferential ranking is applied (P2B Regulation Art. 7).

20.1 Governing Language: These Terms are drafted in English. The English version is the legally binding version. Any translation is provided for convenience only.

20.2 Governing Law: These Terms are governed by the laws of the Netherlands.

20.3 Jurisdiction: Any disputes shall be submitted to the exclusive jurisdiction of the courts in Amsterdam.

21.1 Severability: If any provision of these Terms is held invalid, the remainder shall continue in full force.

21.2 Assignment: You may not assign this agreement without Salp B.V.'s prior written consent.

21.3 Entire Agreement: These Terms, along with any related policies, constitute the entire agreement between the parties.

21.4 Survival: The obligations of the Vendor under Article 9 (Vendor Representations & Warranties), Article 10 (Liability & Indemnification), Article 11 (Penalty Clauses), and Article 12 (Automatic Set-Off & Debit Authority), as well as Article 14 (Confidentiality), shall survive the termination or expiry of this Agreement for a period of 3 years from the date of termination, or until all outstanding claims have been fully resolved, whichever is later.