Ruyte Brand Seller Agreement

This Brand Seller Agreement is between Ruyte Inc., an Ontario corporation (Ruyte), and the legal person identified in the approved brand account and Commercial Schedule (Brand). It takes effect when the Brand signs it, checks the electronic acceptance box through an authorized representative, or first lists or fulfils a product after receiving the agreement.

The person accepting represents that they have authority to bind the Brand. The Brand must provide and keep current its legal name, business and return addresses, incorporation or identity records, beneficial ownership information reasonably required for verification, tax numbers, banking details and notice contact. A storefront or social-media name does not replace the contracting legal entity.

Ruyte operates a marketplace, payment-coordination and order-management service. Except for a product expressly identified as sold by Ruyte, the Brand is the seller of record, owns its inventory until title passes under the customer terms, sets the lawful product price subject to platform controls, and is responsible for its products and fulfilment.

Nothing creates employment, partnership, franchise, fiduciary, agency with authority to bind the other party, or exclusivity. Ruyte may communicate with customers, collect or facilitate payment, issue platform documents and administer remedies as the Brand's limited marketplace agent where necessary to operate an order. Each party remains responsible for its own personnel, registrations, insurance and taxes.

The agreement continues until terminated. The Commercial Schedule forms part of it and must state the commission or marketplace fee, payment-processing treatment, applicable taxes or withholding, payout currency, settlement interval, return reserve, shipping responsibility, enabled countries, service levels and any launch promotion.

Ruyte may approve, decline, condition or later review an application using reasonable marketplace, safety, fraud, capacity and reputational criteria. Approval does not certify a Brand's legal compliance or product quality. The Brand may not transfer, sell or share its account without written approval.

• —Provide complete, accurate and non-misleading names, descriptions, condition, materials, fibre content where required, origin, included pieces, measurements, care instructions, warnings, images, base currency, taxes, production time and stock.
• —Disclose made-to-order, customized, unstitched, semi-stitched, pre-owned, altered, defective or final-sale characteristics prominently and lawfully.
• —Use only genuine former/compare-at prices and attainable advertised prices. Mandatory non-government charges must not be hidden or added through drip pricing.
• —Make environmental, ethical, performance, authenticity and origin claims only with adequate evidence, retained and supplied on request.
• —Keep inventory and lead times current and promptly correct an error. Ruyte may edit formatting, request substantiation, suppress or remove a listing without assuming responsibility for it.

The Brand warrants that every product is authentic, safe, lawful to advertise, import, export and sell in each enabled destination; is not counterfeit, stolen, recalled, sanctioned, hazardous or rights-infringing; and complies with applicable labelling, textile, consumer-product, packaging and language requirements.

The Brand must maintain traceability for suppliers and batches where appropriate, immediately notify Ruyte of a safety concern, regulator contact, recall, counterfeit allegation or material defect, stop affected sales, preserve records and cooperate in notices, retrieval, refunds and regulator reporting. Ruyte may immediately quarantine listings and payouts where customer safety or authenticity is reasonably at risk.

The Brand owns or has all necessary rights to its names, marks, photographs, video, copy, designs and other submitted content. It grants Ruyte a worldwide, non-exclusive, royalty-free licence during the term and a reasonable wind-down period to host, reproduce, crop, translate, format, distribute and promote that content for marketplace operation and lawful marketing. Ruyte may not transfer ownership of the Brand's marks.

The Brand must promptly address substantiated infringement notices. Ruyte may remove disputed material and disclose legally required information. The Brand indemnity covers claims arising from Brand content or products; it does not cover Ruyte's unauthorized alteration or use outside this licence.

• —Treat an order as accepted at the point stated in the customer Marketplace Terms and do not substitute a product without informed customer agreement.
• —Reserve inventory accurately, meet the displayed processing/production window, use the selected shipping speed, package safely and provide a unique valid tracking reference for each parcel.
• —Supply weight, dimensions, package count, declared value, HS code, country of manufacture, accurate description and DAP/DDP instruction for international shipments.
• —Never undervalue goods, mark a purchase as a gift, falsify origin or evade customs, tax or carrier rules.
• —Notify Ruyte immediately of delay, shortage, loss, damage, failed pickup or inability to fulfil. Repeated late dispatch, invalid tracking or seller cancellation may affect visibility, reserves, fees or account status.

Ruyte discloses only customer information reasonably required to fulfil, deliver, return or support an order. The Brand may use it solely for those purposes and legal recordkeeping—not independent marketing, profiling, list building or sale—unless it obtains a separate legally valid consent.

The Brand must limit staff access, use reasonable administrative, technical and physical safeguards, bind its processors, comply with applicable privacy and cybersecurity laws, honour deletion/return instructions subject to lawful retention, and notify Ruyte without undue delay and in all cases within 24 hours after discovering suspected unauthorized access, loss or disclosure. The Brand must provide facts and cooperation needed for assessment, notification and remediation.

Ruyte may collect customer funds through its payment providers and deduct the agreed commission, payment costs if allocated to the Brand, refunds, chargebacks, taxes or withholding, shipping adjustments, penalties expressly stated in the Commercial Schedule and other authorized amounts. No fee is owed unless disclosed in this agreement or the Schedule.

Payout is made in the scheduled currency after the applicable settlement and return-risk period, subject to provider availability, identity and tax verification. Ruyte may maintain a reasonable rolling or transaction reserve where supported by refund, fraud, chargeback, fulfilment or insolvency risk, must explain the basis, and must release undisputed amounts when the risk ends. Statements and objections are available through the dashboard; the Brand must raise a good-faith discrepancy within 60 days, without waiving non-waivable rights.

Each party is responsible for taxes legally imposed on it. The Brand must determine its registration, invoicing, GST/HST/PST, sales tax, income tax, customs and export obligations and provide valid identifiers. Ruyte may collect, withhold, remit and report amounts when law requires and may provide transaction information to tax authorities.

A seller supplying digitally ordered goods from within Pakistan must maintain the NTN and, where applicable, sales-tax registration required by current Pakistani law. Ruyte may refuse or suspend Pakistani e-commerce activity where required registration is absent. Payment intermediaries or couriers may withhold tax from online or cash-on-delivery settlements; the dashboard statement should identify known deductions. The Brand remains responsible for advice and filings applicable to its business.

The Brand must comply with Ruyte's versioned customer policies, the listing and mandatory consumer law. Ruyte may decide operational return requests and issue full or partial refunds, replacements, repair, store credit only where lawful and agreed, or other remedies based on evidence. Ruyte will give the Brand a reasonable opportunity to respond except where urgent safety, fraud, legal or customer-protection action is required.

Amounts attributable to Brand fault—including material misdescription, defect, counterfeit, unlawful sale, missing item, inadequate packaging, late/non-delivery or incorrect customs data—may be deducted from payout together with reasonable direct return, chargeback and carrier costs. Ruyte bears costs caused solely by its own error. Neither party may deny a claim solely because a tracking scan says delivered.

The Brand must monitor the dashboard and registered email, answer order or safety requests within the published service level, communicate respectfully, and preserve product, consent, invoice, inventory, fulfilment, customs, return and complaint records for the legally required period and at least six years where no shorter mandatory rule controls.

Ruyte may audit records reasonably related to marketplace compliance on notice, or immediately where fraud, safety or regulator action is suspected. Audits must be proportionate and protect unrelated confidential information.

Recommerce is optional and requires activation of a separate programme schedule. Before accepting an item, the Brand must disclose eligibility, inspection method, estimated versus final value, credit restrictions, shipping/return cost, risk of loss and the exact point when ownership transfers.

The Brand must safeguard customer property, document inspection, avoid discriminatory or arbitrary grading, obtain authorization before cleaning or repair that changes the item, and follow the agreed process for rejection, revised offers, return, donation, recycling or disposal. No item may be relisted before valid title has transferred and its identity, authenticity, condition and hygiene are documented.

The Brand must maintain insurance reasonably appropriate to its products, territories and sales volume, including commercial general and product liability coverage where commercially available, and provide evidence on request. Approval is not insurance.

The Brand will defend and indemnify Ruyte and its personnel against third-party claims, regulator assessments, recalls, duties, penalties, losses and reasonable legal costs to the extent caused by the Brand's product, listing, content, tax failure, privacy breach, unlawful act or breach. Ruyte provides reciprocal indemnity for third-party claims to the extent caused by Ruyte's platform content, unlawful act, privacy breach or breach. Indemnity is reduced to reflect the protected party's fault and does not apply to its fraud, wilful misconduct or gross negligence.

Each party must protect non-public commercial, technical, customer and security information using at least reasonable care, use it only for this relationship, and disclose it only to personnel and advisers who need it and are bound to confidentiality. Exceptions cover information independently developed, lawfully received, public without breach or required by law after permitted notice. Trade secrets remain protected while qualifying as trade secrets.

Either party may terminate on 30 days' written notice. Ruyte may suspend listings, payouts or access immediately where reasonably necessary for safety, counterfeit or fraud risk, legal compliance, cybersecurity, sanctions, material non-payment, repeated fulfilment failure or protection of customers; it will state the reason and review path where lawful.

A material breach not requiring immediate action has a 10-business-day cure period after notice. On termination, the Brand must complete accepted orders and unresolved returns unless Ruyte directs otherwise, customer and confidentiality duties survive, and Ruyte pays undisputed net amounts after lawful deductions and reserves. Sections intended by nature to survive—including payment, records, privacy, IP, indemnity, limitation and disputes—continue.

Neither party is liable to the other for indirect, incidental, special, punitive or consequential loss, or lost profit/revenue, arising from this agreement, except where such exclusion is prohibited. Subject to the next sentence, each party's aggregate contractual liability is limited to the greater of fees paid or payable to Ruyte for the Brand during the preceding 12 months and CAD 10,000.

The cap and exclusions do not apply to payment obligations, refunds or chargebacks properly allocated under this agreement, confidentiality or privacy breach, infringement, product liability, indemnity obligations, fraud, wilful misconduct, gross negligence, death/personal injury, or liability that law does not permit a party to limit. Nothing excludes mandatory customer rights.

Ruyte may change operational policies prospectively with dashboard or email notice. A material change to commission, payout timing, reserves, liability, dispute terms or data use requires at least 30 days' notice unless law, security, payment-provider or urgent customer-safety requirements make shorter notice necessary. The Brand may terminate before a material change takes effect. Changes do not retroactively alter accepted orders unless required by law or agreed.

The parties must first send a written dispute notice describing the issue and requested remedy, then allow senior representatives 15 business days to attempt resolution. The laws of Ontario and the federal laws of Canada applicable there govern, without regard to conflict rules. Subject to mandatory law, the courts located in Toronto, Ontario have exclusive jurisdiction.

This choice does not excuse either party from mandatory product, tax, employment, privacy, customs, consumer or e-commerce law in a country where it operates or fulfils. If the Brand supplies from Pakistan, Pakistani regulatory and tax requirements continue to apply to those activities. The parties may agree in writing to confidential mediation or arbitration for a specific dispute; this agreement does not impose a consumer arbitration clause.

Legal notices to Ruyte must be sent to info@ruyte.com and any registered office address shown in the Commercial Schedule; notices to the Brand go to its verified notice email and address. Email notice is effective on confirmed delivery, excluding an automated failure message. Routine order messages may be delivered through the dashboard.

Neither party may assign the agreement without consent, except to an affiliate or successor in a bona fide merger or sale that assumes all obligations; Ruyte may use subcontractors while remaining responsible for its obligations. Force majeure excuses delay caused by events beyond reasonable control but not payment already due, data protection, or a failure that reasonable continuity planning should have prevented. The affected party must notify and mitigate.

The agreement, Commercial Schedule and incorporated policies are the entire agreement and prevail in that order unless expressly stated. Invalid provisions are narrowed or severed; waiver must be written; headings aid reading; counterparts and electronic signatures are valid. If versions conflict, the version recorded as accepted by both parties controls.