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Seller Verification

GreyScout Seller Portal Terms and Conditions

EEA Edition | Version August 2026

These Seller Portal Terms and Conditions (the “Terms”) govern your access to and use of the GreyScout Seller Portal (the “Portal”). The Portal is your dedicated hub for managing your relationships with brands and rights owners on the GreyScout Platform. Through the Portal you can build and share your verification status, submit supporting documentation, respond to brand and rights owner requests, and access other tools made available to you by GreyScout from time to time.

By ticking the acceptance box on the Portal, you confirm that you have read, understood and agree to be bound by these Terms in full. The Terms are concluded in English. Translations into other EEA official languages may be provided for information purposes only; the English text prevails without prejudice to mandatory language requirements of your place of establishment.

PART A – MASTER PLATFORM TERMS

These Master Platform Terms (“MPT”) apply to any and all agreements for the provision of Services by GreyScout through its Platform to a Customer, including any of the following documents which are hereby incorporated into this Agreement and form an integral part thereof:

  1. – the Platform Agreement
    – the Verification Programme User Terms
    – Certification Programme Terms
    – Fee Schedule
    – any further Schedules and Addenda
 

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in this Agreement.

Addendum: the addendum in the form to be provided by GreyScout pursuant to which additional services can be added to this Agreement or the current Services amended by agreement between the parties.

Affiliate: means any entity directly or indirectly controlling or controlled by or under direct or indirect common control with another entity; and “control” means the power, directly or indirectly, to direct, or cause the direction of the management and policies of an entity through the ownership of voting securities, by contract or otherwise.

Agreement: means these MPT and the Platform Agreement together with the Order Form, Fee Schedule and Addendums and any documents referred to in any of them.

Authorized Users: means those employees, contractors, subcontractors, and agents who are authorized by Customer to use the Services.

Brand Owner or Rights Owner: means the holder of the EU trade mark, national trade mark, copyright, registered design right or other intellectual property right in the Branded Products who has enrolled on the Platform and is a Customer using the Services. The terms “Brand Owner” and “Rights Owner” are used interchangeably in these Terms, and any reference to one shall be read as a reference to both unless the context requires otherwise.

Branded Products: means the genuine goods manufactured, distributed or authorised for sale by the Brand Owner and offered for sale on Ecommerce marketplaces.

Business Day:  means a day other than a Saturday, Sunday or public holiday in Ireland when banks in Dublin are open for business.

Business Hours: means 9.00 am to 5.30 pm local Irish time, each Business Day.

Certified Seller: a seller that has submitted a certification request and has successfully fulfilled all the criteria set for such certification in the applicable Certification Terms.

Customer: means the customer using the Services hereunder.

Customer Data: means the information and data inputted by Customer, Authorized Users, or GreyScout on Customer’s behalf for the purpose of using the Services or facilitating Customer’s use of the Services.

Confidential Information: means this Agreement, and all documentation, technical information, financial information, software, business information, feedback, trade secrets or know how or other materials of a confidential nature or that are disclosed in confidence by either party to the other during the term of this Agreement,

including the Platform.

Distributor: means the party identified as a distributor in the Distributor Platform Agreement.

Ecommerce Marketplace: means any online third-party marketplace on which Branded

Products are offered to consumers or business users in the EEA, including, but not limited to, those marketplaces listed on the Platform.

Ecosystem: means the interactive system of Customers, the Platform, Resellers and Distributors all interacting in the one single system.

EEA:means the Member States of the European Union together with Iceland, Liechtenstein and Norway.

Effective Date: the date as set out on the Order Form.

Fees: means the fees as set out in the Fee Schedule.

Fee Schedule: means the schedule designated as such and incorporated into the relevant agreement by the reference herein.

GDPR: means Regulation (EU) 2016/679 (the General Data Protection Regulation), read together with the national data protection laws of the EEA Member States and, where applicable, the UK GDPR.

GreyScout: means Sprig Technologies Limited, a company registered in Ireland under company number 651322, having its registered office at 21 Upper Mount Street, Dublin 2, Ireland and trading as GreyScout.

Handling Fee: means any one of the types of fees and corresponding amounts payable set forth in the Fee Schedule.

Initial Term: means the initial term of this Agreement as set out in an Order Form.

Intellectual Property Rights: (i) all patents, patent applications, and certificates of invention, and all continuations, continuations in part, extensions, renewals, divisions, re-issues and re-examinations relating thereto; (ii) all moral rights and copyrights in any work of authorship or other work recognized by foreign or domestic law, by statute or at common law or otherwise, including all copyright registrations and applications therefor, together with any renewal or extension thereof and all rights deriving therefrom; (iii) all, whether registered or unregistered, trademarks, service marks, trade names and trade dress, and all goodwill relating thereto; (iv) all rights in all trade secrets, know-how, and confidential information; and (v) other intellectual property rights protectable under any laws or international conventions throughout the world.

Order Form: means the form confirming the order for the Services and the separate Agreement documents applicable.

Platform: means the online software platform and applications at www.greyscout.com from which GreyScout makes the Services available.

Renewal Term:  means the 12-month renewal periods of the Agreement.

Services:  means access to and use of the Platform and any other services agreed in the Agreement.

Term: means the Initial Term together with any subsequent Renewal Terms.

Terms of Service: means the terms and conditions governing the Services.

Verification: means the assessment by the Brand Owner of whether any one or all the Branded Products Reseller is selling on an Ecommerce Marketplace in the EEA complies with applicable laws and regulations (such as but not limited to IP, products safety, data protection,sanctions) at that particular moment in time and for those particular Branded Products only.

Verification Documents: means invoices, authorisation letters, distribution agreements, customs documents, product images, supply-chain declarations and other evidence uploaded to the Platform.

Verified Reseller: any reseller of Branded Products on an e-Commerce Marketplace which has been invited to verify the compliance of the Branded Products it offers for sale and who has, in the sole opinion of Brand Owner, verified the compliance of those Branded Products.

Virus:  any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular. Reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. A reference to writing or written includes e-mail.

2. INTELLECTUAL PROPERTY RIGHTS

2.1 Customer acknowledges and agrees that GreyScout and/or its licensors own all Intellectual Property Rights in the Services and Platform including any modifications or improvements thereto. Except as expressly stated herein, this Agreement does not grant Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services and Platform other than the limited right to use the Platform in accordance with this Agreement.

2.2 Customer shall own or licence all right, title and interest in and to all of Customer Data and Customer IPR and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data and Customer IPR provided to GreyScout for the purposes of providing the Services. Customer hereby grants GreyScout a perpetual, irrevocable, royalty-free, transferable and sublicensable license to access and use (i) the Customer Data and Customer IPR during the term of this Agreement as necessary for GreyScout to provide the Services, and (ii) to distill from the Customer Data and use aggregated and anonymised data for product/platform improvement, benchmarking, trust scoring and ML training, market intelligence and commercial purposes.

3. CONFIDENTIALITY

3.1 Each party (the “Receiving Party”) acknowledges that, in the course of this Agreement, it may obtain Confidential Information from the other party, (the “Disclosing Party”). The Receiving Party shall keep in confidence all Confidential Information disclosed by the Disclosing Party and shall not use Confidential Information except in furtherance of this Agreement. The Receiving Party shall not disclose any Confidential Information to any person without the Disclosing Party’s prior written consent except that the Receiving Party may disclose the Confidential Information to its officers, employees, independent contractors and agents (“Representatives”) on a “need-to-know” basis, provided that such Representatives are bound by a written agreement with materially the same terms and conditions as this clause 3 and the Receiving Party remains ultimately liable for any breach thereof.

3.2 The obligations of confidentiality shall continue during the term of this Agreement and thereafter, unless and until such Confidential Information falls within one of the exceptions outlined in clause 3.3.

3.3 This clause 3 shall not apply with respect to information the Receiving Party can document: (a) is in the public domain as a result of no act or omission of the Receiving Party or its employees or agents; (b) is received by the Receiving Party from third parties without restriction and without breach of a duty of nondisclosure by such third party; (c) was independently developed by the Receiving Party without reliance on the Confidential Information; or (d) is required to be disclosed by operation of law or by order of a court or administrative body of competent jurisdiction (provided that, where permitted under law, prior to such disclosure, the Receiving Party shall first give notice to the Disclosing Party such that the Disclosing Party has the opportunity to contest such order or requirement of disclosure or seek appropriate protective order).

3.4 Any breach or threatened breach by the Receiving Party of an obligation under this Agreement may cause the Disclosing Party immediate and irreparable harm for which damages alone may not be an adequate remedy.  Consequently, the Disclosing Party has the right, in addition to other remedies available at law or in equity, to seek injunctive relief against the Receiving Party (and its agents, assigns, employees, officers and directors, personally) or to compel specific performance of this clause 3.

3.5 A party must notify the Disclosing Party in writing, giving full details known to it immediately, when it becomes aware of any actual, suspected, likely or threatened breach by any person of any obligation in relation to the Confidential Information, or any actual, suspected, likely or threatened theft, loss, damage, or unauthorized access, use or disclosure of or to any Confidential Information.

3.6 Verification Documents are treated as Confidential Information and disclosed only to (a) the relevant Brand Owner, (b) its authorised representatives, (c) Platform Operator personnel on a need-to-know basis, and (d) competent authorities where required by law.

4. PERSONAL DATA

GreyScout’s Privacy Policy available at https://greyscout.com/privacy-policy applies to all processing of personal data by GreyScout in providing its Services. As between the parties, save in respect of the business contact details of the persons from each party administering the operation of this Agreement, which each party recognises is required for the normal operation of this Agreement, it is not anticipated that either party will act as a processor of any personal data in respect of which the other party is a controller. To the extent that a party does act as a processor in the performance of its obligations under this Agreement, the parties shall enter into a data processing addendum as necessary in order to comply with the data protection laws.

Where the Platform Operator processes personal data on behalf of a Brand Owner, it does so as processor under a data processing agreement compliant with Article 28 GDPR.

International transfers of personal data outside the EEA are carried out only on the basis of an adequacy decision, the EU Standard Contractual Clauses (Commission Decision (EU) 2021/914) or another valid transfer mechanism under Chapter V GDPR, together with any supplementary measures required under the case-law of the Court of Justice of the European Union.

Data subjects may exercise their rights under Articles 15–22 GDPR by contacting the Platform Operator through the channels published on the Platform. The Reseller undertakes to cooperate with any such request relating to personal data for which it is itself controller.

5. FORCE MAJEURE

Neither party shall have any liability to the other party under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, cyberattacks, platform infrastructure failure, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, accident, breakdown of plant or machinery, fire, flood, storm, provided that the party notified of such an event and its expected duration. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for three (3) months, the party not affected may terminate this Agreement by giving one calendar month written notice to the other party.

6. TERM AND TERMINATION

6.1 This Agreement shall commence on the Effective Date and shall unless otherwise terminated as provided in this Agreement (and subject to any pilot period as set out in the Order Form) continue for the Initial Term. Thereafter, this Agreement shall automatically renew for the Renewal Terms unless either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Term or any Renewal Term, in which case the Agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Term. The Initial Term together with any subsequent Renewal Terms shall constitute the Term. If GreyScout wishes to modify pricing for the Services for such a Renewal Term it may do so in accordance with the Fee Schedule terms.

6.2 Either party shall be entitled to terminate the Agreement on written notice in the event of:

6.2.1 a material breach of this Agreement by the other party which, if capable of remedy, is not remedied by the defaulting party within fifteen (15) calendar days of its receipt of written notice of the breach from the non-defaulting party;

6.2.2 fraud or willful default of the other party; or

6.2.3 the other party becoming insolvent or unable to pay its debts when due (as defined by applicable law) or has a liquidator, receiver or manager appointed to it, or a winding-up order instituted against it.

6.3 On termination of this Agreement for any reason:

6.3.1 the licences and rights of access to Customer Data granted under this Agreement shall immediately terminate except for the rights to use aggregate and anonymized data as set forth herein perpetually;

6.3.2 each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party;

6.3.3 Upon receipt of a written request, GreyScout shall use reasonable commercial endeavours to deliver a back-up of Customer Data to Customer within 30 days of its receipt of such a written request, provided that Customer has at that time paid all fees and charges outstanding at and resulting from termination. If GreyScout does not receive any such request within 30 days of the date of termination, it may destroy or otherwise dispose of any of Customer Data in its possession; and

6.3.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.

6.43.5. the Verification status of the Verified Resellers remains visible for a period of twelve (12) months or until the end of the Calendar year, whichever is earlier.

6.5 The Platform Operator may amend these MPT. Customer will receive notice of the proposed changes at least fifteen (15) days before they take effect, or such longer period as is reasonable and proportionate to the nature and impact of the changes and, in any event, not less than thirty (30) days for material changes. Customer may terminate this Agreement before the changes take effect and is deemed to have waived the notice period if it uses the Services after notification.

7. INDEMNITY

7.1 GreyScout shall defend, indemnify and hold harmless Customer and its officers, directors and employees from and against all third party claims, suits, demands and actions and for resulting damages, awards of damages, losses, costs, fines, expenses and liabilities (including reasonable legal and professionals’ fees) that the Customer’s use of the Platform in accordance with this Agreement infringes a third-party’s Intellectual Property Rights. If the Platform is or is likely to be held to be infringing, GreyScout will at its expense and option either: (i) procure the right for Customer to continue using it; (ii) replace it with a non-infringing equivalent; (iii) modify it to make it non-infringing; or (iv) terminate this Agreement and refund to Customer any prepaid but unused fees at the date of termination.

7.2 Notwithstanding the above, GreyScout shall have no liability to Customer to the extent that any such claim is based upon: (i) modifications to the Services made by anyone other than GreyScout or a party authorized by GreyScout; (ii) a claim for which Customer must indemnify GreyScout below; (iii) combination of the Services with software not provided by GreyScout or specified in any agreed documentation; (iv) unauthorized use or misuse of the Services; or (v) any Trials and Betas or other evaluation use.

7.3 The rights granted to Customer under clause 7.1 shall be Customer’s sole and exclusive remedy and GreyScout’s entire liability for any alleged or actual infringement of Intellectual Property Rights of any third party in respect of Customer’s use of the Platform.

7.4 Customer shall defend, indemnify and hold harmless GreyScout, its officers, directors, employees agents and subcontractors from and against all claims, demands, actions, damages, awards of damages, losses, costs, fines, expenses and liabilities (including reasonable legal and professional fees) that result or arise in connection with Customer or its Authorized User’s: (i) unauthorized use of the Services; (ii) infringement or violation of GreyScout’s Intellectual Property Rights; and (iii) breach of applicable law including violations of third party rights due to Customer’s use of the Services.

7.5 If any action shall be brought against one of the parties hereto in respect to which indemnity may be sought against the other party (the “Indemnifying Party”) pursuant to this Agreement, the Indemnifying Party’s obligation to provide such indemnification will be conditioned on: (i) prompt notice of such claim (including the nature of the claim and the amount of damages and nature of other relief sought) being provided to the Indemnifying Party by the party against which such action is brought (the “Indemnified Party”); (ii) the Indemnified Party shall cooperate with the Indemnifying Party in all reasonable respects in connection with the defense of any such action at the expense of the Indemnifying Party; (iii) the Indemnifying Party will, upon written notice to the Indemnified Party, conduct all proceedings or negotiations in connection with the action, assume the defense thereof, including settlement negotiations in connection with the action, and will be responsible for the costs of such defense, negotiations and proceedings; and (iv) the Indemnifying Party will have sole control of the defense and settlement of any claims for which it provides indemnification hereunder, provided that the Indemnifying Party will not enter into any settlement of such claim without the prior approval of the Indemnified Party, which approval will not be unreasonably withheld. The Indemnified Party shall have the right to retain separate counsel and participate in the defense of the action or claim at its own expense.

8. LIMITATION OF LIABILITY

8.1 Nothing in this Agreement limits or excludes liability of either Party in respect of any claims for death or personal injury caused by gross negligence, fraud or any other liability which cannot be excluded or limited by law.

8.2 To the maximum extent permitted by applicable law, neither party shall have any liability under this Agreement for any loss of profits, loss of business, loss of revenue, loss of data, reputational damage, or for any indirect, special, incidental, punitive, or consequential damages however caused and under any theory of liability whether or not a party has been advised of the possibility of such.

8.3 Subject to the terms hereof and to the maximum extent permitted by applicable law, GreyScout’s total aggregate liability arising out of or related to this Agreement or the Services under any theory of law (including liability for negligence or breach of statutory duty or an indemnity claim) shall not exceed the total amount of the Fees paid to GreyScout under this Agreement in the twelve months preceding the claim under which the liability has arisen.

8.4 GreyScout is not liable for decisions taken by the Brand Owner and hereby excludes any and all liability except where such liability may not be excluded (totally) by applicable law.

9. WARRANTIES AND DISCLAIMER

9.1 Each party warrants that it has the full corporate power: (i) to enter into this Agreement; (ii) to carry out its obligations hereunder; and (iii) to grant the rights herein granted to the other party.

9.2 Customer represents and warrants that Customer Data and Customer IPR provided to GreyScout by or on behalf of Customer for the purposes of the Services: (i) are owned by Customer or are provided with the express consent from the third party holding any ownership rights (including copyright) over such material; (ii) do not breach the rights of any person or entity, including rights of publicity, privacy, or under applicable data protection laws or direct marketing laws and are not defamatory; (iii) do not result in consumer fraud (including being false or misleading), product liability, tort, breach of contract, breach of Intellectual Property, injury, damage or harm of any kind to any person or entity; and (iv) are not subject to any pending or threatened claims or litigation that would have a material adverse impact on the parties’ ability to perform as required by this Agreement.

9.3 Customer warrants that it will use the Services to report claims of intellectual property infringement against third parties only when Customer has established, acting in good faith, a belief in the veracity of such claims, and not for the purposes of harassment, unfair competition, overreach, or other unlawful purposes. Accordingly, the Customer warrants that it is the rightful owner or licensee of all Intellectual Property Rights it uses the Services in respect of. Customer shall defend, indemnify and hold harmless GreyScout and its officers, directors, employees, agents and subcontractors without limitation from and against all third party claims, suits, demands and actions and for resulting damages, awards of damages, losses, costs, fines, expenses and liabilities (including reasonable legal and professionals’ fees) that result or arise as a consequence of or relating to any enforcement actions carried out by Customer and/or by GreyScout on behalf of Customer on Customer’s instructions.

9.4 In those cases where GreyScout carries out online enforcement on behalf of Customer, (i) GreyScout reserves the right to withdraw a take-down request filed through its Platform in the event that GreyScout receives a counter-notification from the reported seller or their legal representation and such counter-notification is notified to Customer in writing and GreyScout does not receive any instructions from Customer within three (3) business days as of said notice; and (ii) as of the Termination Date, Customer agrees and understands that Customer will be the only responsible party for handling any counter-notifications from sellers, as well as retractions or withdrawals from marketplaces and platforms.

9.5 In those cases where GreyScout receives a Revocation application in the name of Customer, n the event the Customer does not respond and GreyScout does not receive any instruction from Customer within three (3) business days as of said request, the application will remain pending and the status remains as is until the Customer acts.

9.6 Greyscout warrants that: (i) the Platform does not infringe or misappropriate any Intellectual Property Rights of any third party; and (ii) it will comply with all applicable laws and regulations with respect to privacy and data security.

9.7 Other than with respect to the express warranties set forth herein, the Services are provided “as is” and all warranties express or implied, representations, conditions and all other terms of any kind whatsoever implied by statute or common law, including those of merchantability and fitness for a particular purpose, all are, to the fullest extent permitted by applicable law, are hereby disclaimed and excluded by GreyScout from this Agreement. Customer is solely responsible for determining the suitability of the Services for its use in light of any applicable legislation or regulations.

9.8 GreyScout does not warrant that Customer’s use of the Services will be uninterrupted or error-free or that the Services will operate in combination with third party services used by Customer save where otherwise agreed. The Service may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. GreyScout is not responsible for any delays, delivery failures, or other damage resulting from the transfer of data over communications networks and facilities, including the internet.

9.9 Customer may choose to use the Services with third-party platforms. Use of third-party platforms is subject to Customer’s agreement with the relevant provider and not this Agreement. GreyScout does not control and has no liability for third-party platforms, including their security, functionality, operation, availability or interoperability or how the third-party platforms or their providers use Customer Data. If Customer enables a third-party platform with the Services, GreyScout may access and exchange Customer Data with the third-party platform on Customer’s behalf.

9.10 The Services are provided on a software as a service basis, new or enhanced features and functionalities to the Services may be introduced during the Term.

9.11 Customer understands and acknowledges that GreyScout is not a law firm, and that the employees of GreyScout do not and cannot provide legal guidance or advice. GreyScout is not Customer’s legal advisor, nor are the Services a substitute for the advice of a legal professional. While GreyScout provides tools and services which, in response to Customer’s input, verification, and direction, can greatly increase the operational efficiency of Customer’s efforts to detect, document, and remove online content that violates Customer’s rights, ultimately it is Customer, not GreyScout, who must make all decisions regarding Customer’s legal rights. GreyScout does not make or provide independent legal guidance regarding Customer’s rights, and is prohibited from providing any kind of advice, explanation, opinion, or recommendation about possible legal rights, remedies, or strategies. While communications between you and GreyScout are protected by this Agreement, they are not protected by legal privilege.

10. MISCELLANEOUS

10.1 Waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law, or a single or partial exercise of such right or remedy, shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy.

10.2 Invalidity. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

10.3 Entire Agreement. This Agreement and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

10.4 Assignment. Either party may assign, transfer or novate all of its rights and obligations under this Agreement on notice to: (i) an Affiliate; (ii) a purchaser of all or substantially all assets related to this Agreement; or (iii) a third party participating in a merger, acquisition, sale of assets or other corporate reorganization in which a party is participating. Any attempt to assign this Agreement in violation of this provision shall be void and of no effect. This Agreement will bind and inure to the benefit of the parties and their respective permitted successors and assigns.

10.5 Publicity. Neither party may publicly announce this Agreement except with the other party’s prior consent or as required by applicable laws. However, GreyScout may include Customer and its trademarks in GreyScout’s customer lists and promotional materials but will cease this use at Customer’s written request.

10.6 Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between the parties.

10.7 Notice. Any notice to be given by either party for the purposes of the Agreement shall be sent by mail/email to the contact party whose details are set out in the Order Form. A notice delivered (i) by hand shall be deemed to have been received when delivered or if delivery is not in business hours, at 9am on the first Business Day following delivery, (ii) by post if correctly addressed by prepaid registered delivery shall be deemed delivered two days from the date of posting and five days for pre-paid registered airmail, and (iii) by email shall be deemed to have been received at 9.00am on the next Business Day after transmission.

10.8 Survival. Those clauses in the Agreement that are meant to survive the Term or expiry thereof shall so survive.

10.9 Amendment. GreyScout reserves the right to amend or update these Terms of Service at any time and any material changes shall be notified in writing to Customers.

10.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Agreement, but all the counterparts shall together constitute the same agreement. The Parties acknowledge that they may use an electronic signature process to sign this Agreement and agree to be bound by any such electronic signature which they have applied to the Agreement.

11. Dispute Resolution and choice of law

11.1 Dispute Resolution. The Parties shall do their best acting in good faith to settle amicably any dispute, controversy or claim arising out of or in connection with the existence, validity, construction, performance and termination of the Agreement (or any terms thereof). Escalation to the Senior Management of the Parties shall be the preferred dispute resolution methodology. If Senior Management cannot resolve the dispute within 30 days of first notification of the dispute, the matter shall be referred to the courts of Ireland

11.2 Governing Law and Jurisdiction. This Agreement and any disputes or claims arising out of or in connection with it are governed by and construed in accordance with the laws of the Republic of Ireland. The parties irrevocably agree that the courts of Dublin, the Republic of Ireland have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non- contractual disputes or claims).

PART B – RESELLER PROGRAMME TERMS

These User Terms and Conditions (the “Terms”), including the Master Platform Terms (“MPT”), govern the use of the GreyScout Compliance Verification Platform (the “Platform”) by resellers of Branded Products on Ecommerce Marketplaces within the EEA (“Reseller” or “Customer”).

By submitting Verification Documentation via the Platform, the Reseller confirms that it has read, understood and accepted these Terms and the MPT. The Terms are concluded in English. Translations into other EEA official languages may be provided for information purposes only; the English text prevails without prejudice to mandatory language requirements of the Reseller’s place of establishment.

1. Definitions and Interpretation

In addition to the definitions in the MPT, in these Terms, unless the context requires otherwise:

  • “First Submission” means the Reseller’s initial upload/submission of Compliance Verification Documents in respect of a given Brand Owner and/or Branded Products.
  • “Platform Operator” means GreyScout, who operates the infrastructure and acts as the provider of the Services.
  • “Rejection” means a decision by a Brand Owner to refuse the Reseller’s Verification based on insufficient information.
  • “Resubmission” means any submission of Verification Documents following a First Submission.
  • “Revocation Application” means a request by the Reseller to the Brand Owner to revoke the non-verified status on the basis of Resubmission of Verification Documents.”

2. Purpose of the Platform and Nature of the Service

2.1 The Platform provides Brand Owners and Resellers with a secure environment in which Resellers can seek Verification from a Brand Owner, or a Brand Owner can approach a Reseller in respect of specific Branded Products sold on a specific eCommerce marketplace. Verification confirms only that the Verification Documents submitted have been checked and found compliant by the Brand Owner at the time of the Verification decision. Verification does not confer any permanent status on the Reseller and does not extend to Branded Products or inventory not covered by the specific Verification Documents submitted.

2.2 The Platform Operator is an online intermediation services provider. It provides services to Brand Owners and does not itself offer or (re)sell Branded Products, and does not grant or withhold any right to resell Branded Products. Verifications are done by the Brand Owner, applying its own lawful commercial and legal criteria.

3. Voluntary application

3.1 Submission of Verification Documents by the Reseller is entirely voluntary.

3.2 The Reseller acknowledges that, under EU trade mark law (including Regulation (EU) 2017/1001 on the European Union trade mark) and subject to the principle of exhaustion of rights under Article 15 of that Regulation, a Brand Owner may lawfully exercise its trade mark rights against unauthorised or infringing use outside the Platform. These Terms do not limit that lawful exercise.

3.3 The Reseller may withdraw its application for Verification and Verification Documents from the Platform at any time. Withdrawal does not trigger any penalty, but does not cancel any Handling Fees already due.

4. Eligibility, Onboarding and KYC

4.1 The Reseller must be a legal person or a registered trader established in the EEA or in a jurisdiction from which sales into the EEA are lawful, and must be entitled to issue VAT-compliant invoices where applicable.

4.2 The Reseller warrants that it is not listed on, or controlled by persons listed on, EU or UN consolidated sanctions lists and that it will not use the Platform in breach of EU restrictive measures.

5. Reseller Obligations

For the duration of its Verification process, the Reseller undertakes to:

  • provide accurate and complete corporate information, including legal name, registered address, company registration number, VAT identification number, EORI number (if any), ultimate beneficial ownership and bank account details used for trading Branded Products;
  • identify in full all Ecommerce Marketplaces, storefronts, seller identifiers and account names through which the Reseller offers the Branded Products in the EEA;
  • submit, via the Platform only, all Verification Documents reasonably requested by the Brand Owner to substantiate its supply chain, including purchase invoices, proofs of payment, customs entry documents, distribution or authorisation letters, product and packaging photographs;
  • ensure that all Verification Documents are authentic, complete, unaltered, legible and, where necessary, accompanied by a translation into English or the working language indicated by the Brand Owner;
  • source Branded Products respecting the principle of exhaustion of rights in the EEA and not knowingly deal in counterfeit, infringing, refurbished, stolen, recalled or materially-altered goods or goods approbated for other countries;
  • comply with Regulation (EU) 2023/988 (the General Product Safety Regulation), Regulation (EU) 2019/1020 on market surveillance, and applicable CE-marking, energy-labelling and WEEE/battery/packaging obligations, and promptly cooperate with any product safety recall;
  • maintain accurate, non-misleading product listings that comply with Directive 2005/29/EC (Unfair Commercial Practices) as amended by the Omnibus Directive (EU) 2019/2161, with Directive 2011/83/EU on consumer rights, and with any marketplace-specific rules;
  • use the Brand Owner’s trade marks, logos and product imagery only in accordance with applicable intellectual property laws and in an unchanged and original version;
  • respond to requests for information, clarification or additional Verification Documents within the time limits notified through the Platform (and otherwise within fourteen (14) calendar days);
  • notify the Brand Owner via the Platform of any material change affecting Verification, including changes in control, supplier, marketplaces, or the commencement of insolvency proceedings;
  • retain relevant records for at least the minimum period required by applicable tax, accounting and product safety law, and in any event for twenty-four (24) months from the relevant sale;
  • pay, when due, any Handling Fee properly invoiced through the Platform on behalf of the Brand Owner in accordance with clause 8;
  • comply with the GDPR and other applicable laws, including product safety, anti-counterfeiting, competition, sanctions and tax laws, in every EEA Member State in which the Reseller sells Branded Products.

Failure to comply with any of these obligations may result in non-Verified status, without prejudice to the Brand Owner’s other lawful rights and remedies. The non-Verified status may lead to action from the Brand Owner at their sole discretion.

6. Verification process

6.1 The Brand Owner invites the Reseller to make a First Submission.

6.2 Following review of the First Submission, the Brand Owner may: (a) Verify the Reseller; (b) request a Resubmission, specifying the additional or corrected information required; or (c) issue a non-verification, specifying the main reasons in summary form.

6.3 A Resubmission takes place at the option of Reseller following a request or feedback from the Brand Owner, where it contains materially more or different information than the First Submission.

6.4 The Platform, on behalf of Brand Owners, publishes the main parameters that Brand Owners typically take into account when reviewing Verification Documents.

6.5 The Platform keeps an auditable record of each submission, review and decision, accessible to the Reseller and the Brand Owner. A Verification decision and/or the Verified status remain in place for a period of twelve (12) months or until the end of the Calendar Year, whichever is earlier.

7. Revocation of a Rejection

7.1 Where a non-verification has been issued, the Reseller may submit a Revocation Application setting out the grounds relied upon, together with any Verification Documents relevant to the Brand Owner’s concerns.

7.2 The Brand Owner will review the Revocation Application. If the Rejection is revoked, the Reseller will be treated as Verified with effect from the date of revocation; the Platform records will be updated accordingly. Revocation does not give rise to any claim for compensation for the Reseller in respect of the period during which the Rejection was in force.

7.3 The decision whether to revoke a Rejection is subject to compliance with applicable law. Payment of the Handling Fee does not entitle the Reseller to revocation.

8. Handling Fee

8.1 Participation in the Verification process is without charge for the Reseller, except for a handling fee (the “Handling Fee”) that is payable by the Reseller to the Brand Owner, collected via the Platform, in each of the following cases:

  • (a) where the Reseller makes a Resubmission of Verification Documents following a First Submission; and/or
  • (b) where the Reseller submits a Revocation Application in respect of a Rejection issued by the Brand Owner.

8.2 The Handling Fee and the way in which it is payable is set forth in the Fee Schedule.

9. Use of the Platform

9.1 The Reseller shall access the Platform only through the interfaces provided by the Platform Operator and shall not attempt to circumvent any security, authentication or rate-limiting measures.

9.2 The Reseller shall keep its credentials confidential and is responsible for all activity under its account.

9.3 The Reseller shall not upload any content that is unlawful, defamatory, infringing, deceptive, misleading or that contains viruses or other harmful code. The Reseller warrants that it has all rights necessary to upload the Verification Documents to the Platform.

9.4 The Reseller retains ownership of its own information submitted in the verification process and grants the Platform Operator and the relevant Brand Owner a non-exclusive, royalty-free licence to use, store, copy and transmit Verification Documents to the extent necessary to provide and use the Platform and to operate the Verification scheme.

10. Internal Complaint Handling and Mediation

10.1 Platform Operator operates a free internal complaint-handling system accessible via the Platform. Resellers may file complaints about (a) technological issues directly related to the provision of the Platform which affect the Reseller; and (b) measures or behaviour by the Platform Operator.

10.2 Complaints are processed promptly and effectively, taking into account the importance and complexity of the issue raised. The Platform Operator will communicate the outcome of the complaint-handling process to the Reseller in plain and intelligible language.

Acceptance

By ticking the acceptance box on the Platform, the Reseller confirms that it has read, understood and agreed to be bound by these Terms, including the MPT and the Handling Fee schedule as well as the provisions in clause 8.

 

PART C – FEE SCHEDULE

The Fees specified herein are payable by Customer to GreyScout for the Services performed under the Agreement. All Fees stated herein are ex VAT, which shall be borne by the Customer where applicable.

1. Brand Owner Fees

1.1 GreyScout shall invoice Customer and Customer shall pay the Fees in accordance with the provisions of the Order Form and this Fee Schedule. Fees for Renewal Terms shall be at GreyScout’s then-current rates, regardless of any discounted pricing in a prior Order. Customer shall pay all Fees in full without set off or counterclaim.

1.2 All disbursements in respect of test purchases must be paid in full and in advance by Customer, as per the Order Form. GreyScout will notify Customer in writing of the estimated initial prepayment amount and the minimum balance amount to be maintained at all times by Customer in respect of disbursements for test purchases. Any shortfall in the estimated initial prepayment shall be invoiced and paid in full. Invoices shall be issued for all disbursements showing deductions against the Customer balance amount. GreyScout shall not be obligated to carry out any test purchases if the Customer does not meet the initial prepayment or any top up payment required to meet the minimum balance amount. Any credit balances remaining on termination or expiration of this Agreement shall be refunded to the Customer.

1.3 If GreyScout has not received payment of Fees within fifteen (15) days after the due date in accordance with the payment terms set out in the Order Form, and without prejudice to any other rights and remedies of GreyScout,  GreyScout may, subject to providing a further fifteen (15) days’ written notice to Customer, without liability to Customer, disable Customer’s password, account and access to all or part of the Services and cease providing the Services. GreyScout shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid. In addition, interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4 percentage points above the European Central Bank’s reference rate or if such rate shall exceed any applicable permissible legal interest rate, then at the highest legally permissible rate, commencing on the due date and continuing until fully paid, whether before or after judgment.

1.4 All amounts stated or referred to in this Agreement are non-cancellable and non-refundable unless stated elsewhere in the Agreement and are exclusive of all sales, use, value-added, withholding and other taxes and duties which shall be added to GreyScout’s invoice(s) at the appropriate rate. Customer will pay all taxes and duties (including withholding tax) (but excluding, for the avoidance of doubt, any taxes referable to GreyScout’s income or employees) assessed in connection with this Agreement.

1.5 Where Customer’s use of the Services exceeds the parameters of the agreed band, GreyScout will notify the Customer and the parties shall agree any additional fees to apply for the remainder of the Initial Term or Renewal Term as applicable.

1.6 GreyScout reserves the right to change the Fees and/or to institute new charges and fees at the end of the Initial Term or then-current Renewal Term, upon thirty (30) days prior notice to Customer. During this notice period the Customer can either: (i) accept the increase in the Fees by continuing to avail of the Services; or (ii) reject the increase in Fees and issue a notice to GreyScout of their intention to terminate this Agreement on the expiration of the Initial Term or Renewal Term, as the case may be.

1.7 Should Customer have a bona fide dispute in respect of all or any part of any invoice(s) it shall notify GreyScout of the nature of that dispute in writing within five Business Days of receipt of the invoice giving sufficient details of the basis for the dispute. Following any such notice, Customer will be entitled to withhold payment of the amount in dispute without interest but will pay the undisputed amount(s) in accordance with this Agreement. The parties will cooperate in good faith to resolve any such dispute as amicably and promptly as possible and on settlement of the dispute Customer shall discharge all agreed amounts within ten (10) Business Days.

2. Reseller Verification Handling Fee

2.1 The Reseller Verification Handling Fee is an administrative charge reflecting the additional handling, review and processing costs associated with the relevant Resubmission or Revocation Application in the Verification process. The amount applicable to the Reseller’s account is displayed on the Platform prior to confirmation of the Resubmission or Revocation Application and must be expressly accepted by the Reseller before the submission is processed.

2.2 Without prejudice to Article 10.6 of the MPT (and as authorised in Article 5.2 of the Brand Owner Platform Agreement), the Reseller Verification Handling Fee is payable by the Reseller to the Brand Owner but the Platform Operator collects the applicable Reseller Verification Handling Fee on behalf of the Brand Owner and remits it to the Brand Owner.

2.3 VAT treatment: the Reseller Verification Handling Fee is quoted exclusive of VAT, which will be added where due. A VAT-compliant invoice (or self-billed equivalent) will be issued on behalf of the Brand Owner where required.

2.4 Payment is due at the time of submission of the relevant Resubmission or Revocation Application. Payment is made via the payment methods offered on the Platform. The Reseller warrants that any payment instrument used belongs to it or that it is otherwise authorised to use it.

2.5 The Reseller Verification Handling Fee is non-refundable, save where refund is required by applicable mandatory law. As the Reseller acts in a business capacity, the statutory consumer right of withdrawal under Directive 2011/83/EU does not apply.

2.6 The Brand Owner may, at its discretion, waive the Reseller Verification Handling Fee in individual cases (for example, where a Resubmission is required because of an error on the part of the Brand Owner). Any waiver is recorded on the Platform and does not constitute a precedent.

2.7 Bank charges, currency-conversion costs and taxes (other than EU VAT properly included on the invoice) are borne by the Reseller.