Parties: Aerial Giant Inc., a corporation incorporated in Ontario, Canada ("Del Plaza"), and the merchant identified as the applicant in the Seller Application ("the Merchant").
Governing law: Ontario, Canada (Clause 12.5).
Recitals
(A) Del Plaza operates an internet emporium in which one national market is open at a time, and in which each market lists only goods manufactured within its own nation.
(B) A merchant is admitted to one Market only.
(C) The Merchant has applied for admission to the Market named in its Seller Application, and the parties intend that this Agreement govern that admission and the trading that follows it.
(D) Del Plaza admits entities only, and contracts with a legal person capable of answering for the origin it warrants.
1. Definitions and Interpretation
1.1 In this Agreement, unless the context requires otherwise:
- "Agreement" means this Seller Agreement, including its Schedules, as amended from time to time under Clause 12.7.
- "Application" means the Seller Application submitted by the Merchant, and the particulars furnished in it.
- "Authorised Representative" means the individual designated under Clause 12.4.
- "Composition Standards" means the standards in Clause 6.2.
- "Gross Merchandise Value" means the total amount payable by the customer for the Listed Goods in a Transaction, exclusive of any carriage charge and of any tax that Del Plaza is obliged to add.
- "Listed Goods" means goods listed for sale on the Market by the Merchant.
- "Market" means the national market to which the Merchant is admitted, as named in Schedule 1, and "Market Law" means the law stated for it in Schedule 1.
- "Market Cycle" means the interval during which a Market is open for the purchase of goods.
- "Origin Designation" means the designation stated in Schedule 1 ("Made in …") for the Market.
- "SellerDESK" means the merchant interface made available by Del Plaza.
- "Taxable Person" means a person who is, or is required to be, a taxable person for value added tax purposes under the Market Law stated in Schedule 1, and, where the Market is in the European Union, within the meaning of Article 9 of Council Directive 2006/112/EC. A body corporate, wherever incorporated or formed, is a person for the purposes of this definition.
- "Transaction" means a completed sale of Listed Goods to a customer through the Market.
- "Tier" means the Merchant's settlement tier under Clause 10.2.
1.2 Headings are for convenience only. The singular includes the plural. "Business day" means a day other than a Saturday, Sunday or public holiday in Ontario, Canada. References to a statute include that statute as amended. This Agreement is drawn in English, and the English text governs (Clause 12.11).
2. Admission to a Market
2.1 Eligibility of Merchants.
The Merchant must be a legal entity with its own legal personality, duly registered and in good standing under German and European Union law. Natural persons, sole traders (whether or not registered), partnerships and other bodies without legal personality, and non-commercial associations are ineligible to hold a Merchant Account. The Merchant warrants that it holds full legal capacity to enter into this Agreement and that the individual executing it is duly authorised to bind the entity. Del Plaza may decline or withdraw eligibility where the contracting party cannot be verified against the national register in which the Merchant is entered.
2.2 Application and Verification. The Merchant shall complete the Application truthfully and shall supply the evidence required for the Market. Del Plaza shall verify the entity and its register entry against the registry authority named in the Application, review the declared composition of the Listed Goods against Clause 6.2, and may conduct the documentary origin audit described in Clause 10.1. Del Plaza may require any document to be supplied in English, or with an English translation.
2.3 Admission. Admission is granted at Del Plaza's determination and for one Market only. No admission arises from the submission of an Application, from the payment of the registration fee, or from any statement made before countersignature under Clause 13.1. Del Plaza may refuse an Application without giving reasons, and may withdraw eligibility under Clause 2.1.
2.4 Corporate Standing and Minimum Establishment Period.
The Merchant shall maintain a registered office and a commercial establishment within the Federal Republic of Germany for the entire term of this Agreement. The Merchant warrants that it has been continuously registered with the competent registry authority for a period of not less than thirty-six (36) months immediately preceding the date of application. The Merchant shall give Del Plaza written notice within five (5) business days of any change of registered office, registry authority or commercial register number. Applications submitted by entities whose period of registration falls below the aforementioned threshold shall be declined without prejudice to a renewed application once the threshold is met.
3. The Market and the Origin Mandate
3.1 One Market. The Merchant is admitted to the Market named in Schedule 1 and to no other. The Merchant shall not hold itself out as admitted to any other Del Plaza market.
3.2 Origin of the Market, not of the listing. Every Listed Good bears the Origin Designation of the Market. The Merchant shall not state, or permit to be stated, any origin for a Listed Good other than the Market's Origin Designation, whether in the listing itself or elsewhere.
3.3 Market Particulars. The Market, the Territory, the Origin Designation, the Market Law, the competent registry authority and the settlement currency are those set out in Schedule 1 for the Market. Schedule 1 forms part of this Agreement.
4. The Merchant's Warranties
4.1 The Merchant warrants that it is duly incorporated or formed, validly existing and in good standing under Market Law, and that it has full power and authority to enter into and perform this Agreement.
4.2 The Merchant warrants that every particular furnished in the Application is complete, accurate and true, and that it will promptly notify Del Plaza of any change to those particulars.
4.3 The Merchant warrants that it is a Taxable Person for value added tax purposes where required for the Market, and has supplied its VAT identification number where the Application asks for it.
4.4 The warranties in this Agreement are given on each listing and on each Transaction, and are not exhausted by admission.
5. The Merchant Account
5.1 Del Plaza shall open a merchant account for the Merchant on admission, accessible through SellerDESK. The Merchant is responsible for its credentials and for all activity conducted under them.
5.2 The Merchant shall keep the contact particulars in Clause 12.4 current, and shall maintain a settlement account in the registered name of the entity named in the Application. Del Plaza shall release funds only to such an account.
5.3 Del Plaza may suspend a merchant account immediately where it reasonably suspects a breach of Clause 6.2 or Clause 10.1, where a dispute is frozen under Clause 10.3, or where the Merchant's registration or tax standing lapses. Suspension does not of itself terminate this Agreement.
6. Listing Standards
6.1 Listing Requirements. The Merchant shall list only goods that it has manufactured, or that have been manufactured to its order, within the Territory. Each listing shall state the materials of the goods, the production site, and the parcel's dimensions and weight; shall describe the goods accurately; and shall not use another's trade mark, image or description without authority.
6.2 Composition Standards and Excluded Substances.
Listed Goods shall be made primarily from natural materials. Goods whose principal material composition is a synthetic polymer — including but not limited to polyester, polyethylene, polyvinyl chloride, polyamide, polyurethane and acrylic — are ineligible for listing on the German Market. Components that are structurally indispensable may be excepted where the Merchant declares them at the point of listing — for example, rigid polycarbonate outer shells, acrylic textile linings, and elastane content not exceeding five per cent (5%) of total textile mass. Del Plaza may require independent material analysis at the Merchant's reasonable cost where the declared composition cannot be reconciled with the goods as received, and may remove any listing whose composition has been misdeclared.
6.3 Removal. Del Plaza may remove or suspend any listing that does not meet this Agreement, and may require the correction of a listing before it is published.
7. Commission, Fees and Settlement
7.1 Pricing and the Gross Merchandise Value. The Merchant sets the price of the Listed Goods. Prices are displayed in the Market's money. The Gross Merchandise Value is the total payable by the customer for the Listed Goods, exclusive of any tax Del Plaza is obliged to add.
7.2 Commission and Settlement.
Del Plaza shall retain a commission of eighteen per cent (18%) of the Gross Merchandise Value of each completed Transaction, exclusive of statutory value-added tax. Said commission constitutes consideration for marketplace access, origin verification, payment processing, customer dispute handling and the warranty reserve maintained under Section 10. The Merchant acknowledges that no continuing listing fees or subscription charges are levied in addition to the commission. A one-time registration fee, as provided in Clause 7.3 and Schedule 7A, is payable on submission of the Seller application as separate consideration for the processing of that application, and does not form part of the consideration for marketplace access; payment-provider charges disclosed at the point of registration are additional. Settlement shall be effected in EUR to a bank account held in the registered name of the Merchant. The Merchant's share of each Transaction shall be held from proof of delivery for the period applicable to the Merchant's tier under Clause 10.2, and shall thereafter be released into Del Plaza's settlement run, which is automatic and weekly. The Merchant neither elects nor varies the settlement cycle, and may not request a payout. Funds shall be released no earlier than the conclusion of the consumer withdrawal period applicable to the Transaction.
7.3 Registration Fee (Application Processing).
7.3.1 A one-time registration fee is payable on the submission of the Seller application. The registration fee is a fixed fee for the application and its processing by Del Plaza — comprising the register check, the composition review and the documentary origin audit described in the Seller application — and is not consideration for marketplace access or for any listing. The registration fee is fixed in advance, does not vary with the outcome of the application, and is not a reimbursement of, or calculated by reference to, the cost of processing any particular application.
7.3.2 The amount of the registration fee, and the currency in which it is charged, are those set out for the applicable Market in Schedule 7A (Fee by Market). For the Swiss Market and the Danish Market the registration fee is charged, and payment is taken, in United States dollars (USD). The amount and currency shown to the Merchant in the Seller application, and accepted by the Merchant at signature, are those in Schedule 7A. The registration fee is a single, one-time charge; no recurring listing fee, subscription charge or further onboarding charge is levied.
7.3.3 The registration fee is payable in full on submission and is due at that moment. Processing begins immediately upon submission at the Merchant's request. The Merchant acknowledges that, to the extent it may have any right of cancellation or withdrawal in respect of the application, it requests immediate performance and accepts that the registration fee is non-refundable from the commencement of processing, whether or not the application is subsequently accepted.
7.3.4 The registration fee does not form part of, and is not charged in addition to, the commission under Clause 7.2 as consideration for marketplace access. Any payment-provider charges disclosed at the point of registration are separate from, and additional to, the registration fee.
7.3.5 The registration fee is a charge of Aerial Giant Inc., a corporation incorporated in Ontario, Canada, and no value added tax, goods and services tax or harmonized sales tax is charged or chargeable by Aerial Giant Inc. on it. The amount stated for the applicable Market in Schedule 7A is the total amount payable by the Merchant. Where the Merchant is a Taxable Person established in a member state of the European Union, the registration fee is subject to the reverse charge and any value added tax in respect of it is the Merchant's own liability and responsibility. This Clause does not relieve the Merchant of any obligation to account for tax in its own jurisdiction.
7.3.6 No monetary obligation arises in any currency other than the currency of the fee stated in Schedule 7A for the applicable Market. Where a figure in a local currency is displayed to the Merchant for a Market whose fee is charged in USD, that figure is an approximation shown for the Merchant's information only: it is not the price of the fee, it does not create or discharge any obligation, it is not the amount charged, and it fixes no exchange rate and no date of conversion. The amount charged and payable is the USD amount set out in Schedule 7A. Any conversion is effected for the Merchant's own account by the Merchant's payment provider at that provider's own rate.
8. Order Fulfilment, Carriage and Customers
8.1 Acceptance and Dispatch. The Merchant shall accept and fulfil each order placed through the Market, and shall dispatch it within the period stated in the listing. The Merchant shall confirm the dispatch in SellerDESK, recording the tracking number for the parcel; Del Plaza sends the customer the dispatch notice on that confirmation.
8.2 Carriage is booked through SellerDESK. Del Plaza holds the accounts with the carriers, and provides the Merchant with the means, in SellerDESK, of booking carriage for a Transaction. The Merchant shall book carriage for every dispatch through that means and no other, generate the shipping label and the tracking number for the parcel with it, pack the goods securely, and hand the parcel to the carrier named by the booking.
8.3 Delivery is Del Plaza's; packing is the Merchant's. Carriage is arranged and paid for by Del Plaza. The carriage charge is calculated from the carrier's own quotation for the service the customer chooses, is collected from the customer by Del Plaza, and is paid by Del Plaza to the carrier. The Merchant shall not arrange carriage of its own, shall not quote or charge the customer for carriage, and receives no carriage charge.
8.4 The Customer Relationship. The customer relationship is Del Plaza's, and Del Plaza sends the customer the notices for a Transaction. The Merchant shall not contact a customer directly about a Transaction, and shall not redirect a customer away from the Market. Any enquiry, complaint or claim about a Transaction that reaches the Merchant shall be routed to Del Plaza through SellerDESK, or by the notice route in Clause 12.4; and the Merchant shall use the customer's particulars only to fulfil the Transaction (Clause 9.3). Where a rule of law requires the Merchant to communicate with a customer, the Merchant shall notify Del Plaza before it does so and shall give Del Plaza a copy of what it sends.
8.5 Consumer Protection. The Merchant shall comply with the consumer-protection law applicable to its dealings with customers in the Market, and shall not exclude or restrict a customer right that cannot lawfully be excluded.
9. Content, Intellectual Property and Data
9.1 Licence. The Merchant grants Del Plaza a non-exclusive, worldwide, royalty-free licence to use, reproduce and display the Merchant's photographs, descriptions and trade marks for the purpose of operating, promoting and administering the Market, for as long as the listing remains, and thereafter only for archival and legal-record purposes.
9.2 Reservation. Each party retains its own intellectual property. Nothing in this Agreement transfers a party's trade marks except as expressly stated.
9.3 Personal Data. Each party shall process personal data in accordance with the data-protection law applicable to it. Del Plaza processes customer data as controller for the purposes of the Market; the Merchant shall process personal data it receives only to fulfil a Transaction and shall not use it for any other purpose.
10. Origin Compliance, Escrow and Disputes
10.1 Origin Warranty and Compliance Audits.
The Merchant warrants that all goods designated for the German Market comply strictly with the statutory criteria for the "Made in Germany" designation under German and European Union law. The substantial, value-defining transformation of each listed item must occur within the Federal Republic of Germany. Del Plaza reserves the right, upon reasonable suspicion or as part of a routine risk-mitigation protocol, to conduct documentary audits of the Merchant's supply chain, sourcing records, and production facilities. Non-compliance or failure to produce requested verification within ten (10) business days of the request, or within such longer period as Del Plaza may allow on a written request made within that period, constitutes a material breach, authorizing immediate suspension of the Merchant's account and the deletion of non-compliant listings.
10.2 Tiered Escrow and Settlement Velocity.
To balance platform security with merchant liquidity, gross transaction revenues shall be held in a non-interest-bearing escrow account subject to a performance-based settlement schedule:
- (a) Probationary Tier: For the first twenty five (25) dispute-free transactions, funds shall be held for twenty-one (21) calendar days from confirmed delivery.
- (b) Standard Tier: Upon successful completion of the probationary period, the settlement hold shall automatically reduce to ten (10) calendar days from confirmed delivery.
- (c) Elite Tier: The Elite Tier is conferred by Del Plaza's invitation and not earned by any count of transactions, and is extended only on a long-standing record free of upheld disputes. The settlement hold for an Elite Tier Merchant is agreed with that Merchant individually and is not a fixed period stated in this Agreement.
10.3 Dispute Freezes and Right of Set-Off.
In the event of a formal dispute regarding a product's country of origin initiated by a consumer, regulatory body, or competitor, Del Plaza shall immediately freeze all funds associated with the disputed transaction(s) and any pending settlements of equivalent value. If a violation of Section 10.1 is substantiated, Del Plaza holds an absolute right of set-off to permanently withhold and apply such frozen funds to satisfy consumer refunds, regulatory fines, and reasonable administrative costs.
11. Liability and Indemnity
11.1 Nothing in this Agreement excludes either party's liability for fraud, for wilful misconduct, or for any liability that cannot lawfully be excluded.
11.2 Subject to Clauses 11.1 and 11.5, Del Plaza's liability to the Merchant under or in connection with this Agreement is limited to the commission actually retained by Del Plaza on the Transactions in the twelve (12) months preceding the event giving rise to the claim.
11.3 Neither party is liable to the other for loss of profit, loss of goodwill, or indirect or consequential loss, in each case whether arising in contract, tort or otherwise.
11.4 The Merchant shall maintain insurance reasonably adequate for the goods it supplies and the origin it warrants, and shall produce evidence of it on request.
11.5 Indemnification and Liability Allocation.
The Merchant shall defend, indemnify, and hold harmless Del Plaza against any third-party claims, regulatory penalties, or direct losses arising from a breach of the origin warranties in Section 10.1. In accordance with applicable standard business terms regulations, the Merchant's liability under this section shall be uncapped for intentional fraud, gross negligence, or willful misconduct, and capped at the greater of €100,000 or the Merchant's trailing twelve-month gross sales on the platform, converted to euro at the European Central Bank's daily reference rate on the date the liability is quantified, for standard negligence.
12. Term, Termination and General
12.1 Term. This Agreement begins on the date Del Plaza countersigns under Clause 13.1 and continues until terminated under this Clause 12.
12.2 Termination. Del Plaza may terminate this Agreement on written notice where the Merchant commits a material breach and does not remedy it within ten (10) business days of notice; where the Merchant's registration or tax standing lapses; or where Del Plaza ceases to operate the Market. The Merchant may terminate on thirty (30) days' written notice. Either party may terminate immediately if the other becomes insolvent or ceases to trade.
12.3 Effect of termination. Termination ends the Merchant's right to list. Transactions completed before termination are settled in the ordinary course, and the hold in Clause 10.2 continues to apply to them. Clauses 7.3, 10, 11 and 12 survive termination.
12.4 Notices and Authorised Representatives.
The Merchant shall at all times designate one (1) Authorised Representative vested with authority to receive notices, compliance correspondence and audit requests on behalf of the Merchant. Notices delivered to the designated electronic mail address shall be deemed received twenty-four (24) hours after dispatch, and notices delivered to the designated postal address five (5) business days after dispatch. The Merchant shall notify Del Plaza of any change of Authorised Representative or contact particulars within three (3) business days and shall bear the consequences of any non-delivery arising from a failure to do so. Communications shall be conducted in English.
12.5 Governing Law and Dispute Resolution.
This Agreement, and any disputes arising out of or in connection with its formation or execution, shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any dispute, controversy, or claim arising out of or relating to this contract, including its existence, validity, interpretation, performance, breach, or termination, shall be referred to and finally resolved by binding arbitration administered by the International Centre for Dispute Resolution (ICDR) Canada in accordance with its Canadian Arbitration Rules. The seat of the arbitration shall be Ottawa, Ontario, Canada. The language of the arbitration shall be English. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
12.6 Assignment. The Merchant shall not assign or transfer this Agreement, in whole or in part, without Del Plaza's written consent. Del Plaza may assign this Agreement to an affiliate or to a successor in its business on written notice.
12.7 Variation. Del Plaza may vary this Agreement by giving the Merchant not less than thirty (30) days' notice through SellerDESK or by the notice route in Clause 12.4. A variation that increases the commission above eighteen per cent (18%), or that changes the registration fee for the Market, requires the Merchant's affirmative acceptance and does not bind the Merchant until given. Continued listing after a variation other than those two does not of itself constitute acceptance.
12.8 Severability. If a provision of this Agreement is held invalid or unenforceable, it shall be severed to the minimum extent necessary; the remainder continues in full force.
12.9 Entire Agreement. This Agreement, its Schedules and the Application constitute the entire agreement between the parties on its subject matter and supersede all prior statements and understandings. Nothing in the marketing copy of the Market forms part of this Agreement.
12.10 Counterparts and Records. This Agreement may be executed electronically. Del Plaza shall retain a record of the version accepted and the time of acceptance, and shall make the Agreement available to the Merchant on request.
12.11 Language. This Agreement is drawn in English. Where a translation is supplied, the English text governs.
13. Execution and Entry into Force
13.1 Attestation, Execution and Entry into Force.
By executing this Attestation the Merchant confirms the truth and completeness of all particulars furnished during onboarding, and submits its application to Del Plaza. Upon submission, and at the Merchant's request, processing of the application begins and the registration fee under Clause 7.3 becomes immediately due and payable, and that obligation — together with the declaration of truth in this Attestation — takes effect on submission and survives whether or not the application is accepted. Submission does not of itself bring the Seller Agreement into force. The Merchant acknowledges that the Agreement, the Composition Standards (Section 6), the Origin Warranty (Section 10) and the Indemnification provision (Section 11) are incorporated herein by reference and form a single indivisible instrument. Typing the name of the Authorised Representative constitutes a legally binding electronic signature under Article 25(1) of Regulation (EU) No 910/2014 (eIDAS). Del Plaza shall countersign within ten (10) business days of a satisfactory origin audit, whereupon this Agreement enters into force.
13.2 Specific Approval — Italian Market only. (applies only where the Market is the Italian Market)
Where the Market is the Italian Market, the Merchant declares that it has read, and specifically approves, each of the following clauses, which operate to the advantage of Del Plaza, for the purposes of Articles 1341 and 1342 of the Italian Civil Code. This approval is given separately from, and in addition to, the Merchant's acceptance of this Agreement as a whole, and is given with each of the clauses below in front of the Merchant in full.
| Clause |
What it does |
Head of Article 1341(2) |
| 5.3 | Suspension of the merchant account | facoltà di sospendere l'esecuzione del contratto |
| 10.1 | Origin warranty, and the ten-business-day evidence window whose expiry is a material breach | decadenze |
| 10.3 | Dispute freeze and absolute right of set-off | limitazione della facoltà di opporre eccezioni |
| 11.2 | Limitation of Del Plaza's liability to the commission retained | limitazione di responsabilità |
| 11.3 | Exclusion of indirect and consequential loss | limitazione di responsabilità |
| 11.5 | Cap on the Merchant's liability for ordinary negligence | limitazione di responsabilità |
| 12.2 | Del Plaza's rights of termination | facoltà di recedere dal contratto |
| 12.5 | Governing law and arbitration, and the exclusion of the jurisdiction of the courts | clausola compromissoria; deroga alla competenza dell'autorità giudiziaria |
| 12.6 | Restriction on the Merchant's assignment of this Agreement | restrizioni alla libertà contrattuale nei rapporti con i terzi |
| 12.7 | Del Plaza's right to vary this Agreement | modificazione unilaterale del contratto |
Approvazione specifica (solo Mercato Italiano). Ai sensi e per gli effetti degli articoli 1341 e 1342 del codice civile, il Venditore dichiara di avere letto e di approvare specificamente le clausole 5.3, 10.1, 10.3, 11.2, 11.3, 11.5, 12.2, 12.5, 12.6 e 12.7 del presente Contratto.
Schedule 1 — Market Particulars
| Field |
Value (for the Market applied to) |
| Market | German Market |
| Nation / Territory | Germany |
| Origin Designation | Made in Germany |
| Market Law | German and European Union law |
| Transformation required within | within the Federal Republic of Germany |
| Competent registry authority | The registry authority named in the Application |
| Settlement currency | EUR |
| Fee and its currency | See Schedule 7A |
Schedule 7A — Fee by Market
| Market |
Fee charged in |
Fee per application |
Charged as |
| German, French, Italian, Belgian, Spanish, Portuguese, Croatian | EUR | 25.00 | EUR 25.00 |
| Swiss | USD | 25.00 | USD 25.00 |
| Danish | USD | 25.00 | USD 25.00 |
Each amount is the full fee for one application. The fee is a charge of Aerial Giant Inc. and not a price of the Market. It is not subject to conversion or exchange-rate adjustment.
End of the Agreement.
Made in Germany
Merchant Admissions · German Market