Off Script

Terms for the brand account

1. Background

Off Script AB, org. nr 559251-7006 “Off Script”, offers companies ("brands") the opportunity to sell their goods and through offscript.io (the "website"). In order for a brand to be able to sell its products via Off Script, the Brand needs to have a brand account on the website. A brand account is set up when Off Script has accepted an application, and a login and password to the platform are assigned. The account can be terminated by either party at any time.

2. Brand Account

Brands need an account on the website to be able to administer and sell products through Off Script. The account is obtained by filling in and submitting a registration via www.offscript.io or by signing a sales agreement with Off Script AB.

Only a legal person and a natural person over the age of 18 who has the authority to enter into and the opportunity to complete a sales agreement may start a brand account.
The brand must state correct personal, company, and address information and ensure that this information is kept up to date.

By registering, the brand confirms that it has read and accepted these terms.
Upon Off Script’s approval of the registration, the brand receives the administrator login which the brand undertakes not to disclose to unauthorized persons and to store in such a way that unauthorized persons cannot gain access to them.

The brand shall notify Off Script immediately (​support@offscript.io​) if the brand suspects that the administrator login has leaked or otherwise misused

3. The Agreement

Off Script assumes a reseller position for the brand. Off Script takes over the goods title ownership at the point of the sales transaction and acts as the seller on behalf of the brands connected to Off Script's platform (brands).

Goods and products are delivered directly by the brands when a sales transaction is performed via Off Script. The brand is informed via an electronically triggered notification to the brand’s warehouse for delivery. This is done via API or email. ​The brand is responsible for making sure the API can be connected to establish a sales relationship.

3.1 Sales and delivery

Off Script reports in detail the sales under the Brand's profile on the website. The brand is responsible for holding the right to sell and enter into agreements regarding the current range sold through their website, for all the markets the brand is shipping to.

The brand is responsible for ensuring that its range meets current legal requirements for all the markets its products are shipped to.

3.2. Dealer’s responsibility for inventory

Off Script does not hold any inventory of products. The brand is responsible for the product's quality, all handling of the product such as warehousing, transport, and any responsibility has passed to the Customer.

The brand must secure a stock balance for delivery according to the stock volumes specified when integrating into an e-commerce platform. In case of delivery problems, the brand must notify Off Script of the situation without delay.

The brand is responsible for:

• ●  the Product being delivered to the Customer within the set time frame in the purchase

  order and according to the ad text. The brand is responsible for sending orders and

  delivery confirmation and notification;

• ●  any damage that has occurred before and during delivery;

• ●  ensuring that any complaints can be made and that the customer can exercise his right

  of withdrawal in accordance with the regulations regarding distance contracts;

• ●  sharing information with Off Script and with customers about the return address for the

  products as well as information about how complaints and claims are made.

  3.3 Product Information

Off Script retrieves product data from the integrations created with the Brand's own e-commerce platform. This information includes the price or, where applicable, price list, terms, stock balances, product descriptions, pictures of the Product, delivery times, and other information that is necessary for Off Script's part of the assignment.

All prices for products, such as Product prices and shipping costs must be stated as consumer prices. Prices and shipping costs shall correspond to and may not exceed the prices that the brand, or the brand's representatives, indicate in their own webshop or indicate as the recommended consumer price through other sales channels for the Products. The information in the product texts must describe and may only describe the product offered. It is not allowed to link to another page.

The brand is responsible, where applicable, for infringements of the intellectual property rights of others regarding the ad text and the images imported from its e-commerce.

The brand is responsible for ensuring that the Product's specification matches the product or service offered for sale.

3.3.1 Use of Material

Off Script has the right to use any material uploaded in the system for each Product in the Off Script system for sale on the website. Off Script has the right to publish selected texts and images in the media over which Off Script has access, both in original and in edited form.

3.3.2 Forwarding of orders, returns, and complaints

Off Script forwards received purchase orders from customers on the website ("Customers" or "Customer").

Via the website, the customer can buy goods and services from several Brands that have chosen to sell their goods and services via the Website. The customer buys the products from the Brand, not Off Script.

Off Script takes over the goods title ownership at the point of the sales transaction and acts as the seller on behalf of the brands connected to Off Script's platform. Off Script will take over the goods title ownership at the point of sales transaction—this is called “flash ownership”— and will then act as the seller on behalf of the brand.

Off Script effectively becomes the final seller of goods and services to the consumer and becomes the seller of record.

Goods and products are delivered directly by the brand when a sales transaction is performed via Off Script. The merchant is informed via an electronically triggered notification to the merchant’s warehouse for delivery. This is done via API or email.

Inquiries regarding Off Script's service or the products are answered primarily by Off Script. However, the brand must, where applicable, handle customer service issues that come directly from the customer to the brand. In cases where Off Script's customer service needs to consult with the brand in order to provide adequate customer service, the brand shall make its own customer service available to Off Script's with no delay.

In cases where the Customer turns to Off Script:
● to exercise his right of withdrawal, Off Script shall promptly inform the brand thereof. In

cases where the brand is addressed directly to the merchant for the exercise of the right

of withdrawal, the brand shall promptly inform Off Script;
● with a complaint, Off Script must promptly confirm the case's approval or non-approval

with the brand.

3.3.3 Using the platform

The brand is responsible for using the API to mark orders sent when the order is sent, mark as returned when goods are returned, and to fill in the order's tracking information when the shipment is provided with it.

4. Accessibility

Off Script shall keep the website and Off Script's system available to the brand by giving the brand access to the website and the system with login and password after a brand account has been approved by Off Script.

5. Remuneration

Off Script receives payment from the Customer for the Sale in accordance with the company's at any time applicable terms to the Customer.

5.1 In the case of an order, the brand is responsible for supplying goods from the brand at the acquisition price. The acquisition price is defined on the basis of the product at any given time and by the brand, determining consumer price excluding VAT, including any shipping costs, minus the Off Script's margin.

5.1.1 Off Script is automatically entitled to the agreed margin of the consumer price including VAT, or according to the agreed margin on the sale including any shipping costs.

Calculation:
Commission: (Price + Shipping cost)*25%

Example:
Consumer buys an item for SEK 1,000 with SEK 100 in shipping costs Off Script's' compensation will be SEK 275 ((1000 + 100) * 25%) Brand receives 1100-275 = 825 SEK including VAT.

5.2 Revenues from the previous month's sales are reported and specified to the Brand, deducted of Off Script's compensation in accordance with clause 5.1.1. (“Acquisition price”). The acquisition price is paid by Off Script to the brand no later than the 25th of each calendar month for transactions made in the previous month, or according to another agreement, by reverse invoicing or against invoice.

5.3 Off Script's compensation according to section 5.1. is considered earned when the surplus is paid to the brand.

5.4 Off Script is not entitled to commission-based compensation according to section 5.1. if the customer credits the sale due to:

5.4.1 the brand has not delivered the product to the Customer during the previous month as stated in section 5.2.

5.4.2 an approved complaint has been made by the Customer to the brand during the same period,

5.4.3 the right of withdrawal under the Distance Contracts Act or equivalent legislation has been exercised by the Customer; or,

5.4.4. another reason that is solely due to Off Script.
The brand shall promptly inform Off Script of any situation that mentioned in 5.4. occurs.

Off Script shall promptly notify the brand of a situation according to 5.4.4. and in case of suspicion that a Customer using credit payment lacks the means to pay.

6. Contract period

The account is valid until further notice. The agreement enters into force upon approval of the brand’s application to sell via Off Script. Termination shall take place by notifying Off Script.

The agreement may be terminated by either party and can be immediately terminated in the event of the other party's material breach of contract. In cases of technical problems with the API connections to Off Script and/or the merchant, we will immediately take action to ensure that collaboration proceeds. If the merchant fails to support the connection, Off Script has the right to terminate this agreement.

When the contract is terminated, Off Script reserves the right to have 7 days to get the brand off the Off Script platform.

7. Confidentiality

Both parties undertake to observe confidentiality regarding information the other party has received about the other party that is of a technical or commercial nature during the period of validity of the agreement and thereafter.

The parties further undertake not to use such information during the term of the Agreement and a period of five years thereafter, unless the information has become generally known.

8. Processing of Data

Off Script is responsible for ensuring that customer data and confidential information are processed in accordance with current regulations and good practice.

Brands that sell via the website get access to the name and delivery address to the Customer where the Product is to be delivered by the brand. The brand also gets access to e-mail and telephone numbers to be able to notify the customer.

9. Damages

Off Script is not liable under any circumstances for direct or indirect damages caused by the use of, or the inability to use the Off Script's website, and / or its materials or information.

The brand is liable to compensate Off Script any damage caused to Off Script due to the brand's breach of the terms.

The Brand is responsible for any property damage and personal injury that has affected the Customer or third parties and that has occurred due to the Product.

In cases where a customer gets damaged by a product sold by the merchant, the brand is responsible for associated costs.

10. Disclaimer

Off Script makes no warranty as to the content or information provided by or provided by Off Script in the Off Script system.

Off Script makes no warranties regarding the function of the platform or the function, availability, quality, usability, or security of the Website beyond what is stated in this agreement.

11. Unauthorized Access and Illegal Use of thePlatform

Off Script is not responsible in the event of unauthorized access to or alteration of materials or information that the brand sends to Off Script or materials or information that the brand receives. Off Script is not responsible for criminal acts committed using the Off Script's website such as threats or libel.

Off Script is not responsible for obscenities or disruptive, offensive, inappropriate, or otherwise offensive behavior when using Off Script’s website. Off Script is ​not responsible for and has the right to remove content that displays racism, xenophobia, pedophily, sexism, and or

pornographic content. Off Script will not allow any illegal products to be featured in our system, and will take immediate action removing content and banning actors in such case.

12. Force Majeure

Off Script and the brand are released from liability for damages or to fulfill certain obligations under these terms if the damage or omission is based on circumstances beyond the control of a party ("Force Majeure") and the circumstance prevents, significantly aggravates, or delays fulfillment of an obligation.

Such as Force Majeure is considered i.e. government action or omission, new or changed legislation, labor dispute, blockade, war, riot, sabotage, pandemic, extreme weather conditions, lightning, fire, explosion, flood, natural disaster or accident.

In the event of a call for force majeure, the other party shall be notified without delay. Force Majeure is considered to exist as long as this constitutes an obstacle to fulfillment.

In the case of Force Majeure, reasonable efforts shall be made by a party to limit the effects of the Force Majeure incident.

13. Other

Questions or changes to the agreement are made by notification at the designated place on the website. Notices to the brand are sent to the email address provided by the brand at any time on the website.

The agreement may not be transferred without the consent of the other party.
Off Script has the right to unilaterally adjust the terms of sale and the general terms and conditions. Such adjusted terms become valid after one week after the brand has been notified.

14. Dispute and Choice of Law

Swedish law shall apply to the Agreement. Disputes in connection with the Agreement shall be decided by a general court with the Stockholm District Court as the first instance.