The legal agreement between Markood and every approved Vendor

This Vendor Agreement (“Agreement”) is entered into between:

The Vendor’s registered information includes:

• Legal business name
• Organisation number
• Registered address
• Authorised representative
• Contact information
• Tax and VAT information
• Verified payout account

This Agreement becomes effective when Markood approves the Vendor and the Vendor accepts it electronically or signs it physically.

Markood operates a multi-vendor marketplace that connects customers with approved local businesses.

Markood may provide:

• Online store and product-listing tools
• Vendor Dashboard access
• Order-management services
• Customer checkout
• Payment processing
• Delivery and fulfilment options
• Customer and Vendor support
• Marketing and promotional tools
• Reports and payment reconciliation

The Vendor uses these services to advertise and sell approved products to customers through Markood.

This Agreement establishes the legal, operational and commercial responsibilities of Markood and the Vendor.

Unless Markood expressly states otherwise, Markood operates as the marketplace provider and is not the seller of the Vendor’s products.

Markood may:

• Review and approve Vendor applications
• Host and display Vendor stores and products
• Facilitate customer orders
• Collect customer payments through approved payment providers
• Arrange or facilitate delivery
• Process or facilitate refunds
• Provide customer support
• Monitor Vendor performance
• Remove prohibited or non-compliant products
• Restrict or suspend accounts when necessary
• Deduct agreed fees and authorised adjustments from Vendor proceeds

Markood does not take ownership of the Vendor’s products merely because they are listed, paid for or delivered through the platform.

Markood does not guarantee:

• A particular search ranking
• Customer traffic
• Order volume
• Sales revenue
• Continuous platform availability
• Vendor profitability

Markood remains responsible for the services it provides directly and for obligations that cannot lawfully be excluded.

Unless the checkout expressly identifies another seller, the Vendor is the seller of the products purchased from its store.

The Vendor is responsible for:

• Product legality and safety
• Product authenticity
• Accurate product descriptions
• Prices and VAT information
• Stock availability
• Product quality and condition
• Required labels, warnings and instructions
• Warranties and statutory remedies
• Order preparation and packaging
• Vendor-managed delivery
• Returns, complaints and refunds relating to its products
• Tax, accounting and invoicing obligations
• Compliance with Swedish and EU laws

The Vendor must not represent Markood as the manufacturer, importer or seller of the Vendor’s products unless Markood has agreed to that role in writing.

To use Markood as a Vendor, the Vendor must:

• Be legally registered or authorised to conduct business
• Have authority to sell the listed products
• Maintain F-tax or applicable FA-tax status
• Maintain VAT registration or a lawful exemption where required
• Hold all required licences, permits and authorisations
• Provide accurate company and identity information
• Provide verified bank and payout information
• Disclose beneficial owners where required
• Maintain the required insurance
• Cooperate with legal, tax, fraud and product-safety checks

Markood may request:

• Registration certificates
• Identity documents
• Tax and VAT information
• Bank-account verification
• Beneficial-owner information
• Supplier invoices
• Product-authenticity evidence
• Safety or conformity documents
• Insurance certificates
• Licences and permits

Markood may conduct verification before activation and periodically afterwards.

The Vendor must promptly update Markood when its ownership, address, tax status, bank account, authorised representatives or other important business information changes.

Submitting a Vendor application does not guarantee approval.

Each legal business will normally operate one primary Vendor account.

The Vendor may request permission to operate multiple stores, brands or branches under the primary account.

Approved stores may have separate:

• Product catalogues
• Inventory
• Employees
• Opening hours
• Delivery settings
• Pickup locations
• Return addresses
• Customer-support responsibilities

The Vendor must not create duplicate accounts to:

• Avoid fees or deductions
• Circumvent restrictions
• Obtain repeated promotions
• Escape performance reviews
• Avoid complaints or investigations
• Continue selling after suspension

A separate account may be approved for a genuinely separate legal entity, ownership structure, tax arrangement or independently operated business.

The following commercial terms apply to the Vendor:

The Vendor agrees to pay Markood a commission of 5% on each completed sale made through the Markood platform.

The commission is calculated on the product amount paid by the customer after Vendor-funded discounts. Unless otherwise stated in the Commercial Terms, the calculation excludes:

• Delivery charges
• Customer tips
• Separate service or handling fees
• Amounts refunded to the customer
• Taxes that Markood is legally required to exclude

Refunds and commission reversal

If the customer receives a full refund, Markood will reverse and return the corresponding 5% sales commission to the Vendor.

If the customer receives a partial refund, Markood will reverse the commission proportionally based on the refunded product amount.

Returning the sales commission does not automatically return separate costs already incurred, such as:

• Payment-processing fees
• Completed delivery charges
• Return-collection charges
• Chargeback fees
• Additional handling costs
• Optional advertising or promotional fees

These costs will be allocated according to the Commercial Terms, Refund Policy and the party responsible for the refund.

Subscription and optional service fees

If Markood introduces a subscription or optional paid service, the price and billing terms must be shown to the Vendor before activation.

No subscription or optional service fee may be charged unless the Vendor has expressly accepted it.

Optional services may include:

• Featured product placement
• Advertising campaigns
• Premium Vendor tools
• Product photography or content creation
• Special delivery or fulfilment services
• Additional analytics or reporting tools

All commissions, refunds, reversals and service fees must be clearly recorded in the Vendor Dashboard.

Customers pay using payment methods enabled by Markood.

Payments may be processed by an authorised provider such as [CONFIRM PROVIDER—e.g. Stripe].

The Vendor authorises Markood and its payment provider to:

• Collect customer payments
• Deduct agreed fees
• Process refunds
• Manage payment disputes
• Reverse fraudulent or invalid transactions
• Transfer eligible proceeds to the Vendor’s verified payout account

The Vendor must not request or accept an additional off-platform payment for a Markood order unless Markood expressly permits it.

The Vendor Dashboard will display:

• Pending balance
• Available balance
• Fees and deductions
• Refunds and chargebacks
• Expected payout date
• Completed payouts

Eligible proceeds will be paid according to the Vendor’s agreed payout schedule.

The Vendor is responsible for keeping its payout information accurate. Markood is not responsible for delays caused by incorrect or incomplete banking information provided by the Vendor.

Markood may temporarily hold or reserve funds when reasonably necessary because:

• An order has not been completed
• A return or refund is open
• A payment dispute or chargeback is pending
• Vendor verification is incomplete
• Payout details cannot be verified
• Fraud or unusual activity is being investigated
• A legal or regulatory requirement applies
• The Vendor has a high level of cancellations, refunds or disputes
• Markood reasonably expects future refund or chargeback liability

Markood may deduct:

• Agreed commissions and fees
• Approved customer refunds
• Vendor-responsible delivery costs
• Chargebacks and payment reversals
• Vendor-funded promotions
• Direct, documented costs caused by Vendor error
• Amounts required by law or court order

Markood must not treat pending funds as automatically forfeited.

Deductions must be recorded in the Vendor Dashboard with a reason and transaction reference.

The Vendor may dispute an incorrect deduction through Markood Support.

The Vendor must maintain insurance appropriate to its business, products and operational risks.

Required insurance may include:

• Business liability insurance
• Product liability insurance
• Employer’s liability insurance where applicable
• Vehicle and delivery insurance
• Professional or industry-specific insurance

The required minimum coverage is stated in the Commercial Terms or relevant category requirements.

The Vendor must provide evidence of insurance when requested and notify Markood if coverage expires, is cancelled or materially changes.

Insurance does not remove or limit the Vendor’s responsibilities under this Agreement.

The Vendor confirms that it owns or is authorised to use:

• Product names
• Brand names
• Trademarks
• Product photographs
• Videos
• Descriptions
• Specifications
• Marketing materials
• Other content uploaded to Markood

The Vendor must not list products or content that infringe another party’s intellectual-property rights.

The Vendor grants Markood a non-exclusive, worldwide, royalty-free licence during the Agreement to:

• Host Vendor content
• Display it on Markood
• Resize or technically adapt it
• Translate it where authorised
• Use it to advertise the Vendor’s store or products
• Display it through Markood’s approved marketing channels

The Vendor retains ownership of its original content.

Markood may remove disputed content and request evidence of ownership, authenticity or authorisation.

Each party must protect confidential information received through the partnership.

Confidential information may include:

• Customer information
• Commercial terms
• Sales and performance information
• Pricing strategies
• Security information
• Technical systems
• Business plans
• Non-public product or Vendor information

Confidential information may only be used to fulfil obligations under this Agreement.

This restriction does not apply to information that:

• Is already lawfully public
• Was independently developed
• Was lawfully received from another source
• Must be disclosed by law or a competent authority

The parties must continue protecting confidential information after the Agreement ends for as long as the information remains confidential.

Each party must comply with GDPR and other applicable data-protection laws.

The Vendor may use customer information only for:

• Fulfilling orders
• Providing delivery
• Communicating about active orders
• Processing returns and complaints
• Preventing fraud
• Meeting legal obligations

The Vendor must not:

• Sell customer information
• Use it for unrelated marketing
• Add customers to mailing lists without a lawful basis
• Share it with unauthorised parties
• Retain it longer than necessary
• Contact customers outside Markood for unrelated commercial purposes

The Vendor must maintain appropriate security controls and immediately report any suspected personal-data incident involving Markood data.

The applicable Privacy Policy and Data Processing Terms form part of this Agreement.

Each party is responsible for losses directly caused by its breach of this Agreement, negligence or unlawful conduct, subject to applicable law.

The Vendor is responsible for claims or losses arising from:

• Illegal, unsafe or recalled products
• Counterfeit or infringing products
• Inaccurate product information
• Tax or VAT failures
• Vendor fulfilment failures
• Inadequate packaging
• Product defects
• Unauthorised use of customer information
• Material breach of this Agreement

Subject to applicable law, the Vendor will indemnify Markood against reasonable third-party claims, regulatory costs and direct losses caused by these matters, except to the extent Markood caused or contributed to the loss.

Markood is responsible for claims or losses directly caused by Markood’s own breach, negligence or unlawful conduct.

Nothing in this Agreement excludes liability that cannot lawfully be excluded, including liability for fraud and other mandatory categories.

[SWEDISH LEGAL COUNSEL MUST INSERT THE FINAL LIABILITY CAP, EXCLUSIONS AND CARVE-OUTS.]

Markood may take proportionate action when the Vendor:

• Breaches this Agreement
• Sells prohibited or unsafe products
• Sells counterfeit goods
• Misuses customer information
• Provides false verification information
• Creates unacceptable payment or fraud risk
• Repeatedly cancels accepted orders
• Repeatedly fails to meet fulfilment requirements
• Manipulates reviews, prices or promotions
• Threatens or abuses customers, riders or staff
• Fails to cooperate with a safety investigation
• Is subject to a legal or regulatory restriction

Action may include:

• Guidance or warning
• Request for correction
• Product removal
• Promotion restriction
• Payment hold
• Delivery-method restriction
• Temporary account suspension
• Permanent termination

Markood will provide the reason for its decision and an opportunity to appeal where required by law.

Urgent action may be taken immediately when necessary to address fraud, security, illegal products, customer safety or a legal obligation.

The Vendor may temporarily pause new orders through the Vendor Dashboard.

Pausing the store does not remove the Vendor’s responsibility for existing:

• Orders
• Deliveries
• Returns
• Refunds
• Complaints
• Chargebacks
• Customer communications

The Vendor may permanently close its store through:

Vendor Dashboard → Account → Close Store

After verifying the request, Markood will normally disable new orders and public selling within 24–48 hours.

The account may remain in offboarding or view-only status while outstanding obligations are resolved.

Permanent closure normally requires:

• Completion or approved cancellation of accepted orders
• Resolution of returns and refunds
• Resolution or reservation of disputes and chargebacks
• Application of agreed fees and adjustments
• Payment of eligible Vendor proceeds
• Completion of required data exports
• Retention of legally required records

Final account closure may take up to 60 days. If closure cannot be completed within this period, Markood will explain the outstanding matter and expected next step.

Closing the store does not automatically delete records that Markood must retain for accounting, tax, safety, fraud prevention or legal purposes.

The Vendor may challenge:

• Product removal
• Account restriction
• Account suspension
• Payment adjustment
• Refund allocation
• Performance decision
• Termination decision

The Vendor may submit an appeal through:

Vendor Dashboard → Support → Raise a Ticket

or contact:

support@markood.com

The Vendor must provide relevant information and supporting evidence.

Markood will review the matter and provide a reasoned response within a reasonable period.

The internal complaint process does not remove either party’s right to use mediation or seek judicial relief.

Markood may update this Agreement for legal, regulatory, security, operational or commercial reasons.

Markood will provide notice through the Vendor Dashboard, registered email address or another durable medium.

Where Regulation (EU) 2019/1150 applies, Markood will normally provide at least 15 days’ notice before changes take effect. A longer period may be provided when Vendors reasonably need to make technical or commercial adjustments.

Shorter or immediate notice may apply where legally permitted, including:

• Urgent legal obligations
• Fraud prevention
• Cybersecurity risks
• Product-safety risks
• Serious or repeated breaches

Changes will not apply retroactively where doing so would be unlawful.

Continued use after the effective date constitutes acceptance where legally permitted.

This Agreement is governed by Swedish law.

The parties will first attempt to resolve disputes in good faith through Markood’s internal complaint process.

Where appropriate, the parties may use an agreed mediator before beginning court proceedings.

If a dispute cannot be resolved, it will be decided by a competent Swedish court, subject to mandatory jurisdiction rules.

Nothing in this section prevents either party from requesting urgent legal protection or exercising rights that cannot lawfully be restricted.

The Vendor may accept this Agreement electronically through the Vendor registration process or Vendor Dashboard.

Before acceptance, Markood must make the complete Agreement and incorporated policies available to the Vendor.

The electronic acceptance record should include:

• Agreement version
• Vendor account ID
• Vendor legal business name
• Organisation number
• Name of the accepting representative
• Representative’s title or authority
• Acceptance date and time
• Acceptance method
• Relevant audit reference
• Applicable policy versions

Selecting the acceptance checkbox and clicking Accept and Continue constitutes an electronic acceptance where legally valid.

Markood should provide the Vendor with a downloadable or accessible copy of the accepted Agreement.