Seller agreement
terms & conditions.

This agreement is made between the seller (designer, brand or artist) registered in Norway and Novooi AS, a company registered in Norway with org. nr. 827340162, wherein Novooi is a studio and online platform consisting primarily of a marketplace, online viewing room, curatorial services, database, and data processing systems through which interior design products and other decorative accessories can be marketed.

Novooi shall provide the Service to the Seller on the terms and conditions of this agreement and the Seller accepts that Novooi has the sole discretion as to whether to invite or select prospective Sellers to use the Service.

It is agreed between the parties as follows:

1.INTERPRETATION
The following definitions and rules of interpretation apply in this agreement.

-Registration Form: the form which must be agreed to online when subscribing by the Seller as part of its application to join the Online Marketplace.
-Commission Fee: the fee set out in clause 6.3.
Customer: a person, firm or company who enters into or is invited to enter into any contract with the Seller via the Online Marketplace.
Customer Terms & Conditions: the terms and conditions between Novooi and the Customer, as notified to the seller from time to time.
Document: includes, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.
Force Majeure Event means any circumstance not within a party’s reasonable control including, without limitation:
∙ acts of God, flood, drought, earthquake or other natural disaster;
∙ epidemic or pandemic;
∙ terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
∙ nuclear, chemical or biological contamination or sonic boom;
∙ any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition;
∙ collapse of buildings, fire, explosion or accident; and
∙ interruption or failure of utility service.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) 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.
Online Marketplace: means the online marketplace provided by us via the www.novooi.com website to market and facilitate the sale of Seller’s Products.
Policies: any and all policies provided by us to the Seller, including the Obligations (includes Quality Control Requirements in terms of what and where you can sell, Image and Product Description Requirements, Product Listing Requirements, Customer Service Requirements, Product Pricing Requirements); the Data Protection and Privacy Policy; Refunds and Returns Policy; Shipping and Delivery Policy.
Presentation Guidelines: See Obligations
Product: the goods that Sellers wish to market and sell via the Online Marketplace.
Product Pricing Policy: How sellers price their work via the online Marketplace.

Product Set-up and Listing Requirements: How sellers should upload images and give descriptions and should explain their shipping and returns arrangements. See Obligations
Security Requirements: How sellers should have security for their own IT systems and should adhere to our Data Protection and Privacy Policy
Service: the Online Marketplace and other related services to be provided by us under this agreement.
Storefront: means the individual Seller’s portal within the Online Marketplace to market its Products.
Subscription Fee: the annual fee set out in clause 6.2.
VAT: value added tax chargeable under Norwegian law for the time being and any similar additional tax.

2. COMMENCEMENT AND DURATION

The agreement commences once Novooi has received a completed Registration/Application Form with agreement to the Terms and Conditions and Obligations and other Requirements stipulated from the prospective Seller. This agreement shall continue unless it is terminated by one of the parties giving to the other not less than one months’ notice, unless this agreement is terminated in accordance with clause 11.

3.OBLIGATIONS

3.1 Novooi shall use reasonable endeavours to provide the Service, and to provide the Service with reasonable care and skill.
3.2 Novooi shall provide a portal for the Seller to create and update a Storefront.
3.3 Novooi shall use reasonable endeavours to host the Online Marketplace and remedy any faults in the Service that is within our control as soon as reasonably practicable. The Seller accepts that the Service will not be entirely free of fault at all times and that in some instances the website may need to be shut down for maintenance purposes.
3.4 Novooi shall provide the Seller with access to the Online Marketplace where the Seller may offer and sell their Products directly to Customers. Thereby:
3.5 Novooi shall promote the sale of products via the Online Marketplace, social media, by newsletter and other standard means in our sole discretion;
3.6 any contract for sale of the Products is made directly between the Seller and the Customer and Novooi are not party to any such contract;
3.7 Novooi shall facilitate payment of the Products in accordance with clause 4;
3.8 Novooi retain the right to change the Service at any time.

SELLER’S OBLIGATIONS

The Seller shall:
3.9 warrant that all information set out within the Registration Form is accurate and up to date at all times, with any such changes to be notified to us as soon as possible;
3.10 sell the Products to the Customers in accordance with the Customer Terms & Conditions;
3.11 co-operate with us in all matters relating to the Service.
3.12 be responsible for providing and maintaining (at its own cost) access to the World Wide web and ensure that all computer equipment used by the Seller, including hardware and software, is up-to-date and can access and interoperate with the Online Marketplace. In particular, the Seller should ensure that it has appropriate anti-Virus software in place;
3.13 provide, in a timely manner, such material and other information as Novooi may reasonably require, and ensure that it is accurate in all material respects;
3.14 ensure that any information, documentation or photographs provided to us electronically, either via email or the Online Market-place is transmitted free from Viruses;
3.15 be responsible for the security and proper use of passwords and other security devices used in connection with the Service;
3.16 include any Novooi Packing Slip or packaging provided
3.17 be responsible for creating, managing and displaying their Profile and Product on the Storefront in a professional and appealing manner which is kept up to date;
3.18 display for sale a minimum of 1 individual Products on the Storefront at any one time;
3.19 at all times comply with any Presentation Guidelines provided by us to the Seller;
3.20 ensure that all Seller Information provided in respect of itself or the Products is and remains true, accurate, current and complete;
3.21 comply with any Policies provided by us to the Seller. This includes the Obligations; Refunds and Returns Policy, Shipping and Delivery Policy, Data Protection and Privacy Policy
3.22 warrant that none of its Seller Information, Products or use of the website will be false, inaccurate or misleading;
3.23 be fraudulent, or involve the sale of counterfeit or stolen items;
3.24 be defamatory, menacing, offensive, obscene, pornographic, abusive, indecent or in poor taste;
3.25 be in breach of any applicable law or regulation, including but not limited to breach of copyright, confidence, privacy, e-commerce, distance selling, data protection, export control, tax, consumer protection and advertising;
3.26 infringe any third party Intellectual Property Rights or privacy;
3.27 adversely affect the reputation of our brand.
3.28 agree that following acceptance of an order via the Online Marketplace, such order is irrevocable and must be concluded by the Seller directly to the Customer;
3.29 comply with the Customer Order Requirements provided by us to the Seller.
3.30 comply with the Returns and Refunds Requirements provided by us to the Seller; See the Returns and Refunds Policy.
3.31 Seller agrees that Novooi may deactivate the Seller’s Storefront at any time if, in its sole discretion, Novooi consider that the Seller has not complied with any of its Policies.

4. CHARGES AND PAYMENT
4.1 In consideration of the provision of the Service by Novooi, the Seller shall pay the Commission Fee as set out in Clauses 4.2 and 4.3.
4.2 Monthly or Annual Subscription fee for larger brands. The subscription fee is free for artisans.
4.3 The Commission Fee is set at 25% of the value of the total amount payable by a Customer in relation to each Product sold through novooi.com by the Seller including VAT if applicable. The Seller retains the delivery charges applying to the Product
4.4 If the goods are returned to the Seller according to the Refunds and Returns Policy then the Novooi reimburse the customer the full amount. Novooi reserve the right to keep Sellers’ money for a 45-day period for this purpose. Custom made-to-order products cannot be returned/canceled after the order has been placed and accepted.
4.5 Payments for the Products shall be made directly to us by Customers via Paypal or card payment. The Seller agrees that the Customer’s obligation to pay the Seller for Products is fulfilled when the Customer validly pays us for the applicable Product.
4.6 The Commission Fee shall be collected directly by us from payments made by the Customer.
4.7 Novooi shall pay the Seller for all transactions that have taken place by a withdraw method from the Seller Dashboard. It is the Seller’s responsibility to withdraw from their balance (what is has been earned minus 25%) The Seller has to request withdrawal which has to be approved by us. The money earned from any transaction has to remain in the balance for a period of 45 days to allow for the possibility of a Return and Refund.
4.8 All payments will be made in Norwegian Kroner.
4.9 The Seller shall provide up-to-date banking details to us if required in order to facilitate payments for sold products and shall be responsible for any banking charges or administrative expenses incurred by us in respect of incorrect or inaccurate information.

5. INTELLECTUAL PROPERTY RIGHTS
All Intellectual Property Rights in Novooi’s name, logo, and brand shall be owned by us. Subject to clause 5, Novooi license to the Seller the use of our name, logo and branding on promotional material, packaging or elsewhere in accordance with these terms. On the termination of this agreement, this licence will automatically terminate.
The Seller warrants that:
5.1 it is the legal owner of all of the IPR in and relating to the Products (including any photographs, images, logos), and/or that it has a valid licence to use any such IPR;
5.2 the use by the Seller and/or us of the IPR in order to sell the Products on the Online Market-place will not infringe any third party Intellectual Property Rights.
5.3 The Seller shall at all times during and after the term of this Agreement indemnify us against any and all claims, demands, damages, liabilities, losses, costs and /or expenses arising out of or in relation to any breach of clause 5.1.
5.4 The Seller licenses to us access to and use of any content that is placed on the Seller’s Storefront. Novooi may use the images and profile information in publicity and social media

6. CONFIDENTIALITY

6.1 Each party receiving Confidential Information from the other shall keep that information confidential. This agreement is to be considered Confidential Information.
The obligations of confidentiality shall not apply where specific prior written consent of disclosure has been given; to information in the public domain, other than through a breach of confidentiality; to information lawfully in the possession of the recipient before the disclosure was make; where the information is required to be disclosed under any applicable law, or by order of a court or governmental body, or by authority of competent jurisdiction.
The obligations of confidentiality shall remain in effect for five (5) years after the termination or expiry of this agreement.

7. LIABILITY CLAUSE

Nothing in this agreement limits or excludes our liability for death or personal injury caused by its negligence; fraud or fraudulent misrepresentation; or any other liability which cannot be limited or excluded by applicable law.
Subject to clause 9, Novooi shall not be liable to the Seller, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this agreement for loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of or damage to goodwill;
loss of use or corruption of software, data or information; any indirect or consequential loss.

8. DATA PROTECTION
The Seller acknowledges and agrees that personal data will be processed by and on behalf of the Supplier in connection with the Service. Information and data provided by the Seller may be not be used, disclosed and distributed by us.

9. CUSTOMER SERVICE

We strive to reply to e-mail within 24 hours. We will arrange meetings with our sellers and professional buyers on a need to basis. Novooi does not charge for customer service.

10. TERMINATION
10.1Without affecting any other right or remedy available to it, this agreement shall remain in force until either party notifies the other in writing.
10.2 Novooi may immediately suspend or terminate this agreement with immediate effect without liability by giving written notice to the Seller if the Seller commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified to do so;
10.3 the Seller cannot pay its debts as they fall due or becomes or is threatened to become insolvent, or is the subject of a bankruptcy order, or makes any arrangement or makes a proposal for or enters into any compromise or arrangement with any of its creditors, or goes into voluntary or compulsory liquidation, or an application is made to court, or an order is made, for the appointment of an administrator, or the equivalent of any such event happens to the Seller;
10.4 in our sole discretion, Novooi consider that the Seller’s eligibility or suitability to be listed on the Online Marketplace changes.

11. CONSEQUENCES OF TERMINATION

On termination or expiry of this agreement, the Seller shall immediately pay to us any outstanding Fees due and unpaid. Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

12. FORCE MAJEURE

If a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event, the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
If the Force Majeure Event prevails for a continuous period of more than three (3) months, either party may terminate this agreement by giving 14 days’ written notice to all the other party. On the expiry of this notice period, this agreement will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this agreement occurring prior to such termination.

13. ASSIGNMENT

This agreement is personal to the Seller and the Seller shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement. Novooi may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this agreement.

14.DISPUTE RESOLUTION PROCEDURE

If a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it (Dispute) then the parties shall follow the procedure set out in this clause: The Party should inform the other party the exact reason for the dispute. Each party should try and resolve the dispute by email or if necessary by phone. This may involve discussion and compromise. As a last resort legal advice should be sought with regard to breaches of contract for either party and legal solutions enforced. This may include compensation or disqualification from using the service. Amicable resolutions are favoured.

15. GOVERNING LAW
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Norway. The rules of Arbitration shall apply to the arbitration proceeding and in the event of failure thereof, both parties submit to the exclusive jurisdiction of Norwegian Courts.

Seller agreement terms & conditions.

Contents:

It is agreed between the parties as follows:

Seller agreement
terms & conditions.