Seller Agreement

1. Acceptance and Scope

By applying to sell, creating a seller account, listing a product or service, accepting an order, using payout tools, or otherwise using the Seller Services, you agree to this Seller Agreement and to the marketplace policies, payout rules, category rules, vendor code of conduct, privacy disclosures, and other documents incorporated by reference.

This Seller Agreement applies to physical goods, made-to-order goods, digital services, software solutions, home services, professional services, logistics-related offerings, and any other category Wiroko makes available to sellers, unless a separate category addendum states otherwise.

2. Marketplace Role and Contracting Structure

Wiroko provides marketplace infrastructure, payment facilitation, logistics coordination, customer support, fraud and risk controls, catalog tooling, and related services. Except where Wiroko is expressly identified as the seller or merchant of record, you are the seller of record to the buyer and remain responsible for the legality, accuracy, quality, safety, fulfillment, and after-sales handling of your offers.

Wiroko may act as your limited commercial and technical intermediary for marketplace operations, including presenting listings, processing or facilitating payments, issuing operational notices, coordinating refunds or logistics, handling support escalations, and enforcing marketplace policies. Nothing in this agreement makes Wiroko your employer, partner, franchisee, broker, or general agent.

3. Seller Eligibility, Onboarding, and Vérification

• You must be legally able to enter into a binding contract and, if acting for a business, have authority to bind that business.
• You must provide accurate, current, and complete onboarding information, including legal name, business name, ownership details, tax details, bank or payout information, operating address, support contacts, and any country-specific registration data we request.
• Wiroko may require identity verification, beneficial-owner checks, sanctions screening, tax forms, payout verification, business licenses, trade registrations, product certifications, insurance certificates, or other compliance documents before approving or continuing seller access.
• For sellers operating in or shipping from markets such as Cameroon or other African jurisdictions, Wiroko may request local registration or tax documents such as RCCM, NIF, patente, CNPS, e-commerce authorization, tax clearance, or equivalent documents required by local law or Wiroko policy.
• You must promptly update your seller information whenever it changes. Wiroko may suspend listings, payouts, or account privileges until outdated or incomplete information is corrected.

4. Seller Account Administration

• You are responsible for all activity conducted through your seller account, sub-users, API credentials, team permissions, and connected tools unless caused by Wiroko’s failure to maintain reasonable security.
• You must maintain strong access controls, keep credentials confidential, and promptly notify Wiroko of unauthorized access, fraud, data incidents, or compromised devices or integrations.
• You may not create duplicate or misleading seller accounts, impersonate another business, or use the platform to move transactions off-platform in violation of marketplace rules.
• Wiroko may limit features, require re-verification, or impose approval workflows for high-risk changes such as payout updates, ownership changes, unusual pricing, or unusual transaction activity.

5. Listings, Content, and Product Claims

You are solely responsible for your listings, storefront content, service descriptions, specifications, lead times, photos, videos, installation claims, warranty statements, safety information, and any other representations made to buyers. Listings must be truthful, complete, and supported by a reasonable factual basis at the time they are published.

• You must use accurate product names, dimensions, materials, finishes, quantities, compatibility details, service scope, and fulfillment information.
• You must keep inventory, production capacity, availability, and lead-time information current and must promptly correct outdated or misleading content.
• You may list only products or services that you are legally allowed to sell and fulfill.
• You must not upload misleading, infringing, counterfeit, copied, manipulative, or low-integrity content, including false reviews, fake scarcity claims, or deceptive before-and-after representations.
• Wiroko may edit, reject, suppress, de-rank, or remove listings that do not meet marketplace, legal, safety, or content standards.

6. Restricted Products, Safety, and Legal Compliance

• You must comply with all laws, regulations, standards, permits, and industry rules that apply to your business, listings, marketing, packaging, transport, import/export activity, taxes, labor practices, environmental obligations, and consumer rights.
• You may not sell illegal, unsafe, recalled, stolen, counterfeit, prohibited, or otherwise restricted products, or regulated products or services without all required authorizations and disclosures.
• You are responsible for product safety warnings, technical compliance, customs classifications, hazardous-material declarations, age gating where required, and any recall, withdrawal, or corrective action affecting your listings.
• If Wiroko requests compliance evidence, certifications, manuals, licenses, test reports, or recall information, you must provide it promptly and in the requested format.

7. Pricing, Fees, Taxes, and Inventory

You control your listing prices unless a specific Wiroko program states otherwise. By publishing a listing, you authorize Wiroko to display your price, calculate or display marketplace fees where relevant, apply seller-approved promotions, and communicate pricing or availability changes needed to correct clear errors or comply with law.

• You must maintain sufficient inventory, staffing, or production capacity to fulfill accepted orders within the promised timeframe.
• You are responsible for all taxes, duties, levies, tariffs, and government charges related to your business, listings, and sales, except to the extent Wiroko is legally required to collect, remit, or withhold amounts itself.
• You must provide valid tax forms or taxpayer information requested by Wiroko or its payment providers, including Form W-9 or local equivalents where applicable.
• Wiroko may withhold, deduct, report, or remit taxes where required by law, payment-provider rules, or government notice, and may delay payouts until required tax information is received and verified.

8. Orders, Fulfillment, Shipping, and Service Levels

You are responsible for timely order acceptance, production, packing, dispatch, installation, scheduling, delivery coordination, and service completion for the products or services you sell. You must only publish shipping dates, production windows, or service timelines that you can substantiate with a reasonable basis.

If you cannot meet a stated fulfillment or service timeline, you must promptly notify Wiroko through the available workflow, provide an updated timeline, and cooperate in any required customer notice, consent, refund, or cancellation process required by platform rules or applicable law.

• You must maintain commercially reasonable customer response times and provide accurate order-status updates.
• You must use the shipment, pickup, installation, or service-completion workflow designated by Wiroko where one is provided.
• You are responsible for packaging quality, delivery access instructions, documentation, customs paperwork, and any failed-delivery consequences caused by your acts or omissions.
• For cross-border transactions, you are responsible for lawful export, import, customs, documentary, and product-admissibility compliance on the seller side.

9. Made-to-Order, à la demande, and Staged Payments

If Wiroko allows you to sell made-to-order, à la demande, pre-order, or custom items, you must clearly disclose the applicable production window, customization limits, cancellation rules, and whether a deposit or staged payment structure applies.

Where a deposit model is enabled, you may request only the deposit structure permitted by Wiroko’s tooling and policy. Final balance collection, if supported, must follow the platform workflow and may be conditioned on production status, readiness for shipment, or other milestones defined by Wiroko.

• You must not mark a production milestone, readiness milestone, or shipment milestone inaccurately in order to accelerate payment collection.
• If a buyer cancels, disputes, or refuses a made-to-order or staged-payment order, Wiroko may review the order record, production evidence, communications, and applicable policy before determining payout, refund, or recovery treatment.
• Custom or made-to-order items may be subject to different cancellation and return outcomes where disclosed and allowed by law.

10. Customer Service, Returns, Refunds, and Disputes

You must honor the return, refund, replacement, cancellation, and after-sales standards communicated in your listing, seller settings, marketplace policy, or mandatory law. Wiroko may operate or coordinate parts of the returns and dispute process on your behalf to protect buyers and preserve marketplace trust.

• You must maintain an accurate return address and return policy where required by the category or market.
• You must respond promptly and in good faith to customer complaints, refund requests, chargebacks, quality complaints, delivery exceptions, and dispute inquiries.
• Wiroko may approve, deny, reverse, or condition refunds, returns, exchanges, or dispute outcomes based on listing terms, platform rules, order records, logistics evidence, buyer communications, fraud review, or applicable law.
• If Wiroko determines that a refund, replacement, credit, chargeback response, or customer accommodation is necessary, you authorize Wiroko to process or facilitate that outcome and to recover the related amount from your payouts or reserve balance where permitted by law and this agreement.

11. Fees, Payouts, Reserves, and Setoff

Wiroko may charge commissions, payment-processing charges, logistics fees, promotional fees, currency-conversion charges, software or enterprise-service fees, dispute costs, or other amounts disclosed in your dashboard, agreement, invoice, program terms, or policy materials. You authorize Wiroko to deduct these amounts from funds otherwise payable to you.

Payout timing, payout method availability, minimum payout thresholds, payout currencies, settlement windows, return-hold periods, and release timing may vary by market, risk profile, product category, payment method, or seller status and may be shown in your seller dashboard or payout settings.

• Wiroko may place holds, create rolling or event-based reserves, delay releases, suspend payouts, or require additional verification where necessary for fraud prevention, refunds, chargebacks, sanctions screening, legal compliance, operational review, or protection of buyers and the marketplace.
• Wiroko may offset against current or future payouts any refunds, reprises, customer accommodations, penalties, promotional overpayments, shipping losses, tax withholdings, currency adjustments, or other amounts you owe under this agreement or related policies.
• If your account balance becomes negative, you must promptly reimburse Wiroko upon demand. Wiroko may recover the shortfall from future payouts or other lawful means.
• If payment-provider rules or tax law require withholding, retenue de réserve, or delayed settlement, you authorize Wiroko and its providers to apply those requirements without separate liability to you.

12. Buyer Data, Privacy, and Security

You may receive buyer names, addresses, phone numbers, order details, support messages, and other personal or confidential information through the Seller Services. You may use that information only as necessary to fulfill orders, provide customer support, comply with law, or perform obligations expressly authorized by Wiroko.

• You must not sell, misuse, combine, scrape, or repurpose buyer data for unrelated marketing, profiling, or external contact without a lawful basis and all legally required notices or consents.
• You must maintain reasonable administrative, technical, and physical safeguards to protect buyer data, confidential business information, and access credentials.
• You must promptly notify Wiroko of any suspected data breach, privacy complaint, unlawful disclosure, ransomware event, or security incident affecting marketplace data or seller access.
• Wiroko may restrict data access, require remediation steps, or suspend seller access if we reasonably believe your practices create privacy or security risk.

13. Intellectual Property, Brand Use, and Takedowns

You represent and warrant that your listings, branding, content, products, packaging, manuals, software, and services do not infringe or misappropriate any third-party intellectual property, publicity, privacy, or proprietary right. You grant Wiroko a non-exclusive, worldwide, royalty-free license to host, reproduce, display, distribute, adapt, translate, and use your listing content, logos, and trademarks as necessary to operate, market, localize, moderate, and support the marketplace.

• You may use Wiroko trademarks, badges, and brand assets only as expressly permitted by Wiroko.
• You must respond promptly to counterfeit, infringement, authenticity, or rights-ownership inquiries from Wiroko.
• Wiroko may remove content, disable listings, freeze related payouts, or terminate seller access in response to infringement notices, counterfeit risk, repeated claims, or legal process.
• Rights-owner complaints may be sent to ip@wiroko.com. You must cooperate with Wiroko’s notice-and-takedown and authenticity-review procedures.

14. Promotions, Platform Tools, and Integrations

• If Wiroko offers campaigns, coupons, catalog import tools, enterprise features, webhooks, analytics, or API access, you must use them only for legitimate business purposes and in compliance with technical limits and program rules.
• You may not manipulate campaigns, traffic, rankings, reviews, inventory signals, referral flows, or conversion data.
• You are responsible for the security and legality of your connected systems, imported content, webhook destinations, and team users.
• Wiroko may change, suspend, throttle, audit, or discontinue optional seller tools at any time for operational, security, legal, or product reasons.

15. Monitoring, Audit Rights, and Enforcement

Wiroko may monitor seller performance, listing integrity, order defect rates, refunds, disputes, messaging behavior, compliance documents, payout risk, and other marketplace signals to protect buyers and the platform.

• You must provide reasonable cooperation, records, and evidence when Wiroko investigates a complaint, dispute, recall, compliance issue, fraud concern, tax inquiry, payout anomaly, or rights claim.
• Wiroko may require corrective action plans, temporary restrictions, additional reserves, mandatory training, or re-verification where performance or compliance concerns arise.
• Wiroko may suspend or remove listings, pause payouts, block new orders, restrict categories, or terminate the seller relationship if we reasonably determine that risk, misconduct, or non-compliance justifies that action.

16. Seller Warranties

• You have full power and authority to enter into this agreement and perform your obligations.
• Your listings, products, and services are accurate, lawful, safe, and fit for the representations you make to buyers.
• You will fulfill accepted orders in accordance with your listings, platform rules, and applicable law.
• You will not infringe the rights of any third party or submit misleading, defamatory, deceptive, or unlawful content.
• Your tax, payout, and verification information is accurate and you will promptly provide updates when required.

17. Indemnification

To the maximum extent permitted by law, you agree to indemnify, defend, and hold harmless Wiroko, its affiliates, officers, directors, employees, contractors, and agents from claims, losses, liabilities, damages, judgments, fines, penalties, costs, and expenses arising out of or relating to your listings, products, services, fulfillment, taxes, warranties, misconduct, infringement, data practices, regulatory violations, or breach of this agreement.

18. Wiroko Disclaimers

Except where prohibited by law, the Seller Services are provided on an "as is" and "as available" basis. Wiroko does not guarantee uninterrupted availability, traffic volume, minimum sales, search placement, customer conversion, category access, payout timing unaffected by risk review, or that the marketplace will be error-free or suitable for your specific business needs.

19. Limitation of Liability

To the maximum extent permitted by law, Wiroko will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost business opportunity, lost goodwill, lost data, or interruption losses arising from or related to this agreement or the Seller Services.

To the maximum extent permitted by law, Wiroko’s total aggregate liability for claims arising out of or relating to this agreement will not exceed the total net fees retained by Wiroko from your sales on the marketplace during the 12 months preceding the event giving rise to the claim.

Nothing in this agreement excludes or limits liability to the extent such exclusion or limitation is prohibited by applicable law.

20. Term, Termination, and Survival

This agreement begins when you first accept it or use the Seller Services and continues until terminated by you or Wiroko. You may stop using the Seller Services at any time, but you remain responsible for obligations arising before closure, including open orders, refunds, disputes, taxes, fees, and liabilities.

Wiroko may suspend or terminate this agreement immediately for fraud, repeated policy violations, non-payment, sanctions concerns, unsafe products, infringement, failure to complete verification, excessive disputes, or other conduct that threatens buyers, Wiroko, or the marketplace.

• Termination does not require Wiroko to release funds that are subject to review, reserve, legal hold, or unresolved chargeback, refund, tax, or compliance obligations.
• Sections that by their nature should survive will survive termination, including payment, tax, audit, data, intellectual property, indemnity, disclaimer, limitation, dispute, notice, and enforcement provisions.

21. Governing Law, Notices, Changes, and General Terms

Unless mandatory law requires otherwise, this agreement and disputes arising out of or relating to it are governed by the laws of the State of Ohio, United States, without regard to conflict-of-laws rules. The state or federal courts located in Ohio will have exclusive jurisdiction unless mandatory law requires another forum.

Formal legal notices to Wiroko must be sent to Wiroko Technologies LLC, 10999 Reed Hartman Hwy #130, Blue Ash, OH 45242, United States, with a copy to legal@wiroko.com. Operational seller notices may be sent electronically, including by email, dashboard notice, or in-product workflow, and you consent to receive them in that manner where permitted by law.

Wiroko may update this Seller Agreement from time to time to reflect marketplace, legal, operational, or product changes. When changes are material, Wiroko will update the last-updated date and provide additional notice where required. Continued use of the Seller Services after the effective date of the updated agreement means you accept the revised terms, except where a different acceptance mechanism is legally required.

This Seller Agreement is the entire agreement between you and Wiroko regarding the Seller Services unless supplemented by a separate written contract, category addendum, country addendum, payout policy, or enterprise order form. If you have questions about this agreement, contact vendors@wiroko.com.