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Garnet Marketplace — Terms of Service
Version 3.1 — June 2026
Article 1: Definitions
In this Agreement, the following terms shall have the meanings ascribed to them below:
- Agreement: This Terms of Service, together with any Order Form signed by the parties, constitutes the entire contract between the Service Provider and the Client.
- Client: The legal entity or individual acting in a professional capacity that has subscribed to the Service by signing an Order Form.
- Client Data: All data, information, and content (including personal data) uploaded, transmitted, processed, or stored by the Client or its Users in connection with the Service.
- GMV (Gross Merchandise Value): The total value of all transactions processed by vendors through the Client's marketplace during a given period.
- Order Form: The document, physical or electronic, issued by the Service Provider and signed by the Client, specifying the subscription conditions (duration, pricing, scope, etc.).
- Personal Data: Any information relating to an identified or identifiable natural person, as defined under applicable data protection laws including the GDPR.
- Service: The SaaS software solutions "Garnet Marketplace" and "Garnet Seller" made accessible remotely via the Internet, as described in Article 2.
- User: Any natural person (employee, contractor, or agent) authorized by the Client to access the Service.
Article 2: Services
The Service Provider agrees to provide the following services to the Client:
2.1 Garnet Marketplace
A comprehensive SaaS platform enabling the Client to operate a multi-vendor marketplace, including: vendor onboarding and management, product catalogue management, order processing and routing, commission management, payout management, shipping management, and analytics dashboards.
2.2 Garnet Seller
A suite of applications and plugins that integrate with Garnet Marketplace to provide real-time synchronization, advanced inventory management, and additional features to optimize the Client's marketplace operations.
2.3 Exclusions
Unless expressly set out in an Order Form, the following are not included in the Service: custom development, data migration services, third-party platform fees, professional services, and any features not described in the current Service documentation.
Article 3: Pricing
3.1 Subscription Fee
The Service shall be provided under pricing specified in the Order Form.
3.2 GMV Threshold and Price Revision
Upon the Client's marketplace reaching the limit in yearly GMV, the Service Provider shall propose a revised pricing plan reflecting the increased usage. The parties shall negotiate in good faith within thirty (30) days of the GMV threshold being reached. If no agreement is reached within that period, either party may terminate the Agreement with sixty (60) days' written notice.
3.3 Price Indexation
The Service Provider reserves the right to revise the subscription fee once per calendar year, by giving at least sixty (60) days' written notice.
Article 4: Payment Terms
4.1 Payment Method
The Client authorizes the Service Provider to process payments via the Shopify Billing API, Stripe, or, where applicable, by bank transfer.
4.2 Due Date
Subscription fees are payable in advance, at the beginning of each subscription period. Invoices are deemed accepted if not disputed in writing within ten (10) days of receipt.
4.3 Late Payment
In the event of non-payment by the due date, and without the need for prior formal notice, the Client shall be liable for late payment penalties calculated at a rate of three (3) times the applicable legal interest rate on the outstanding amount. A flat-rate recovery fee of EUR 50 shall also be due as of right.
4.4 Suspension for Non-Payment
If any invoice remains unpaid more than fifteen (15) days after its due date, the Service Provider reserves the right, after sending a formal notice by email that remains unanswered for seven (7) days, to suspend access to the Service until full payment is received. Suspension does not release the Client from its payment obligations and shall not constitute grounds for termination by the Client.
Article 5: Term, Renewal, and Termination
5.1 Initial Term
This Agreement shall commence on the Effective Date and remain in force for a period of twelve (12) months, unless otherwise specified in the Order Form.
5.2 Automatic Renewal
Upon expiry of the initial term, this Agreement shall automatically renew for successive periods of equal duration, unless terminated by either party by registered letter with acknowledgment of receipt, with thirty (30) days' notice prior to the end of the then-current period.
5.3 Termination for Cause
Either party may terminate this Agreement with immediate effect, by written notice, if the other party: (a) commits a material breach of any provision of this Agreement and fails to remedy such breach within thirty (30) days of receiving written notice thereof; or (b) becomes insolvent, is subject to bankruptcy proceedings, or ceases to carry on business.
5.4 Termination for Non-Payment
The Service Provider may terminate this Agreement with immediate effect, without indemnity, if the Client fails to pay any amount due under Article 4 and the suspension procedure described in Article 4.4 has not resulted in full payment within thirty (30) days of suspension.
5.5 Termination by the Client
The Client may terminate this Agreement at any time by providing written notice in accordance with Article 5.2, or, where applicable, by uninstalling the App from their Shopify store. No refunds will be provided for partial billing periods already paid.
5.6 Additional Grounds for Termination by the Service Provider
In addition to the grounds set out in Articles 5.3 and 5.4, the Service Provider may suspend or terminate the Client's access with immediate effect if the Client: (a) uses the Service for illegal activities; or (b) poses a security risk to the platform or its users.
5.7 Effect of Termination
Upon termination or expiry of this Agreement for any reason: (a) all access rights to the Service shall cease immediately; (b) all outstanding amounts owed by the Client shall become immediately due and payable; and (c) the provisions of Articles 7 (Confidentiality), 9 (GDPR), 10 (Intellectual Property), and 15 (Limitation of Liability) shall survive.
Article 6: Data Portability and End-of-Contract
Within thirty (30) days of the end of this Agreement, the Client may request in writing the export of all Client Data in a standard machine-readable format (CSV or equivalent). After this thirty-day period, the Service Provider shall proceed to the secure deletion of all Client Data, unless retention is required by applicable law.
Any additional assistance with data migration or export beyond the standard export shall be subject to a separate services agreement and additional fees.
Article 7: Confidentiality
Each party agrees to hold in strict confidence all technical, commercial, financial, and operational information of the other party disclosed in connection with this Agreement ("Confidential Information"). Each party shall: (a) use Confidential Information solely for the purposes of performing its obligations under this Agreement; (b) limit disclosure to employees or contractors who have a need to know and are bound by equivalent confidentiality obligations; and (c) not disclose Confidential Information to any third party without the prior written consent of the disclosing party.
This obligation shall not apply to information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) was already known to the receiving party prior to disclosure; (iii) is independently developed without use of Confidential Information; or (iv) must be disclosed pursuant to applicable law or court order, provided that the receiving party gives prompt prior written notice to the disclosing party where permitted.
This confidentiality obligation shall remain in force for a period of three (3) years following the end of this Agreement, regardless of the reason for termination.
Article 8: Service Levels and Support
8.1 Support
Technical support is provided via the Service Provider's live chat platform, from Monday to Friday, 09:00 to 20:00 CET, excluding public holidays. The Service Provider shall use commercially reasonable efforts to meet the following response and resolution targets:
| Priority | Description | First Response | Resolution Target |
|---|---|---|---|
| Critical | Service is completely inaccessible for all Client users. | 4 business hours | Best effort |
| Major | A core feature (e.g. checkout, vendor onboarding) is unavailable or severely degraded. | 24 business hours | Priority development |
| Minor | A non-essential feature is degraded or a general usage question is raised. | 48 business hours | Next planned release |
Response and resolution times are objectives and do not constitute binding commitments giving rise to penalties, except where expressly stated otherwise in a separate SLA addendum signed by both parties.
8.2 Obligation of Means
The Service Provider is subject to an obligation of means (obligation de moyens) and not an obligation of result. The Service Provider does not guarantee that the Service will be free from errors or interruptions, or that it will be suitable for the Client's specific needs not expressly covered by the Service documentation.
Article 9: Data Protection (GDPR)
This Article constitutes the Data Processing Agreement ("DPA") required under Article 28 of Regulation (EU) 2016/679 ("GDPR"), to the extent applicable.
9.1 Roles of the Parties
In connection with the provision of the Service, the Client acts as the "data controller" of any personal data contained in Client Data. The Service Provider acts as a "data processor", processing such data solely on behalf of and upon the documented instructions of the Client.
9.2 Nature and Purpose of Processing
The Service Provider processes personal data solely for the purpose of providing the Service. The categories of personal data processed include identification data (name, email, address), transactional data (orders, payments), and connection data (IP addresses) of the Client's end users (vendors, buyers). The duration of processing corresponds to the term of this Agreement.
9.3 Obligations of the Service Provider as Processor
The Service Provider undertakes to:
- Process personal data only for the purposes of the Service and solely on documented instructions from the Client;
- Ensure that authorized personnel are bound by appropriate confidentiality obligations;
- Implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk;
- Not engage any sub-processor without prior written information to the Client, giving the Client the opportunity to object;
- Assist the Client in responding to data subject rights requests (access, rectification, erasure, portability) to the extent reasonably possible;
- Notify the Client without undue delay upon becoming aware of a personal data breach;
- Make available all information necessary to demonstrate compliance with this Article and allow for audits;
- Delete or return all personal data upon termination of this Agreement, as instructed by the Client.
9.4 Sub-processors
The Client authorizes the Service Provider to engage sub-processors for infrastructure hosting and related services. A current list of sub-processors is available upon written request.
Article 10: Intellectual Property
10.1 Service Provider's IP
The Service Provider retains all rights, title, and interest in and to the Service, including all software, algorithms, interfaces, documentation, and associated materials. This Agreement does not operate as a transfer of any intellectual property rights to the Client.
10.2 License Grant
The Service Provider grants the Client a personal, non-exclusive, non-transferable, non-sublicensable license to access and use the Service during the term of this Agreement, solely for the Client's internal business purposes and for the number of Users specified in the Order Form. The Client shall not copy, decompile, reverse engineer, or create derivative works based on the Service.
10.3 Client Data Ownership
The Client retains all rights to Client Data. The Service Provider shall not use Client Data for any purpose other than providing the Service.
10.4 Commercial References
Unless the Client notifies the Service Provider otherwise in writing, the Client authorizes the Service Provider to cite the Client's trade name and logo as a commercial reference in its marketing materials, website, and press communications. The Service Provider may also publish a case study describing the Client's use of the Service, subject to prior review and approval by the Client (not to be unreasonably withheld).
Article 11: User Conduct and Prohibited Activities
The Client agrees not to:
- Use the Service for any illegal activities or to violate any laws or regulations;
- Attempt to gain unauthorized access to the Service or other users' accounts;
- Upload or transmit any malicious code, viruses, or harmful content;
- Interfere with or disrupt the Service or its underlying infrastructure;
- Reverse engineer, decompile, or attempt to discover the source code of the Service or its APIs;
- Bypass, circumvent, or disable any security measures or access restrictions;
- Attempt to brute force access to the Service or its systems.
Article 12: Vendor Management and Content
As a marketplace operator, the Client is responsible for:
- Vetting and approving vendor applications;
- Ensuring vendor compliance with the Client's policies and applicable laws;
- Reviewing and approving products before they go live (if enabled);
- Handling customer disputes and vendor issues;
- Ensuring vendors fulfill orders in a timely manner;
- Monitoring and moderating content posted by vendors.
The Client's vendors will have access to the platform under the same terms when the Client approves them to use the Service. The Client is solely responsible for ensuring its vendors comply with this Agreement and all applicable laws.
Article 13: Banking and Financial Data
By using Garnet's bank transfer feature, vendors explicitly consent to the collection and encrypted storage of their banking information (including account numbers, routing numbers, and IBAN) for the sole purpose of enabling payout processing by their marketplace operator.
Sensitive banking fields are encrypted at rest using a unique encryption key per marketplace. No historical banking records are retained; previous details are permanently overwritten upon update. While the Service Provider implements industry-standard security measures, no system can guarantee absolute protection against all unauthorized access, and the Service Provider does not warrant that its systems are immune to cyberattacks or data breaches beyond its reasonable control.
When a marketplace administrator exports banking details as a CSV for bulk payout processing, that data leaves the Service Provider's secured environment and becomes the sole responsibility of the Client. The Client is required to delete the CSV immediately after use and may not store or share it through unsecured channels.
The Service Provider's liability in connection with banking data is limited to the security of data within its own systems, and shall not exceed the amount paid by the Client during the three (3) months preceding the incident. The Service Provider is not liable for any indirect, incidental, or consequential damages arising from a data breach. Any mishandling of banking data by the Client after export falls outside the Service Provider's responsibility.
Article 14: Compliance with Laws
The Client must comply with all applicable laws and regulations, including:
- Consumer protection laws in the Client's jurisdiction;
- Tax obligations for marketplace transactions;
- Data protection and privacy laws (including the GDPR where applicable);
- Import/export regulations for international sales.
Article 15: Limitation of Liability
The Service is provided "as is" without warranties of any kind. The Service Provider disclaims all warranties, express or implied, including but not limited to merchantability and fitness for a particular purpose.
In no event shall either party be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with this Agreement, including but not limited to loss of revenue, profits, business, customers, or data. The Service Provider is not liable for the actions of the Client's vendors or third-party services.
In any event, if the Service Provider's liability is established, the total and cumulative amount of indemnification due by the Service Provider shall not exceed the total subscription fees paid by the Client during the three (3) months preceding the event giving rise to liability.
This limitation shall not apply in cases of bodily injury, gross negligence, willful misconduct, or fraud.
Article 16: Indemnification
The Client agrees to indemnify and hold harmless the Service Provider, its officers, directors, employees, and agents from any claims, damages, or expenses arising from:
- The Client's use of the Service;
- The Client's vendors' actions or content;
- The Client's violation of this Agreement or applicable laws;
- Any disputes between the Client and their vendors or customers.
Article 17: Amendments to this Agreement
The Service Provider reserves the right to modify this Agreement at any time. Any new version shall be notified to the Client by email at least thirty (30) days before it comes into force. If the Client does not accept the new terms, it may terminate the Agreement by written notice before the end of the notice period. Absent such termination, the Client shall be deemed to have accepted the updated Agreement.
Article 18: Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to natural disasters, war, government action, cyberattacks, or widespread internet outages. The affected party shall promptly notify the other party and use commercially reasonable efforts to resume performance. If the force majeure event persists for more than sixty (60) days, either party may terminate this Agreement without indemnity.
Article 19: General Provisions
19.1 Entire Agreement
This Agreement (including any Order Form) constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior agreements, whether written or oral. Any Client general terms of purchase shall not apply unless expressly accepted in writing by the Service Provider.
19.2 Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
19.3 Non-Waiver
The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or of any other right under this Agreement.
19.4 Assignment
The Client may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Service Provider. The Service Provider may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, upon written notice to the Client.
Article 20: Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the Netherlands. The parties shall first attempt to resolve any dispute amicably. In the absence of an amicable resolution within thirty (30) days of written notification of a dispute, any unresolved dispute shall be submitted to binding arbitration in Amsterdam, Netherlands, in accordance with the rules of the Netherlands Arbitration Institute.
Article 21: Contact
For any questions regarding this Agreement, please contact: support@garnetmarketplace.com