General Terms and Conditions for Affiliates and Vendors

Effective Date: August 04, 2025
Last Updated: August 04, 2025

1. Contracting Parties and Scope

This agreement (“Agreement”) governs the relationship between Tuzzello OÜ, hereinafter referred to as “Tuzzello” or “Platform,” headquartered in Estonia, and:

• Vendors, who offer products or services through the Platform; and
• Affiliates, who promote such products and earn commissions from resulting sales.

By registering, using, or accessing the Platform, the User confirms to have read, understood, and accepted all provisions of this Agreement.

2. Registration and Access

Use of the Platform is subject to completing registration with accurate and up-to-date information. Tuzzello may approve, reject, or suspend registrations at any time, without justification.

Users are responsible for the security and confidentiality of their credentials. Tuzzello is not liable for unauthorized access due to the user’s negligence.

3. Vendors

3.1 Product Registration and Listing

Vendors may list physical or digital products, and must provide accurate and complete information, including price, description, images, category, delivery policy, and refund policy.

3.2 Responsibilities

The Vendor is fully responsible for:

• Compliance with applicable laws;
• Product quality, safety, legality, and regulatory compliance;
• Post-sale support and legal warranty fulfillment;
• Keeping all information updated.

Tuzzello may remove or refuse product listings at its sole discretion.

3.3 Payments

Tuzzello will process payouts to Vendors within 30 calendar days following the end of the billing cycle, deducting:

• Applicable taxes;
• Platform service fees;
• Refunds, chargebacks, or other payment reversals.

Payments below the minimum threshold (e.g., €50) may be accumulated until the required amount is reached.

3.4 Withholdings and Negative Balances

Tuzzello may withhold Vendor payments in the event of:

• Fraud risk, legal claims, or excessive refunds;
• Products with high complaint or defect rates;
• Lack of timely support or response from the Vendor.

If the Vendor’s account has a negative balance, they must settle it within 10 business days after notification. Tuzzello may offset this through future payouts or pursue legal collection.

4. Affiliates

4.1 Commissions

Affiliates earn commissions for sales tracked via their unique affiliate link, according to terms defined by the Vendor. Commissions are paid on the same timeline as Vendor payouts.

4.2 Prohibited Conduct

The following practices are prohibited:

• Self-purchases or fraudulent sales;
• Spam, impersonation, or misleading advertising;
• Unauthorized promotion or false claims;
• Illegal traffic generation techniques.

4.3 Advertising Compliance

Affiliates must comply with GDPR, CAN-SPAM, and other relevant regulations. It is mandatory to:

• Clearly disclose promotional intent;
• Include affiliate disclaimers;
• Provide opt-out mechanisms;
• Maintain transparency in sponsored content.

5. Intellectual Property and Licenses

Vendors and Affiliates grant Tuzzello a non-exclusive, worldwide, royalty-free license to use their logos, trademarks, business names, and promotional materials related to the products and services offered.

6. Auditing and Monitoring

Tuzzello may request activity logs, email campaigns, sales reports, or marketing content at any time. Users must respond within 5 business days.

7. Confidentiality

During and after the term of this Agreement, all parties agree to maintain the confidentiality of all technical, commercial, and operational information obtained.

8. Limitation of Liability

Tuzzello provides the Platform “as-is” and shall not be liable for loss of profits, failed sales, third-party claims, or operational errors caused by Users.

9. Indemnification

Vendors and Affiliates agree to indemnify Tuzzello from any direct or indirect losses arising from breach of contract, legal violations, or third-party claims related to their activity.

10. Termination

This Agreement may be terminated:

• By Tuzzello, at any time, with or without cause, via notification;
• By the User, with 10 days’ notice through their account dashboard.

All outstanding financial and legal obligations remain valid post-termination.

11. International Dispute Resolution

This Agreement shall be governed by the laws of the Republic of Estonia, and the Harju County Court (Harju Maakohus) shall have exclusive jurisdiction over all disputes, including those involving non-EU users.

Tuzzello may also seek arbitration under the rules of the International Chamber of Commerce (ICC) for significant international disputes.

12. Email Content Requirements

All promotional emails must:

• Include a clear sender ID;
• Contain a valid opt-out link active for at least 30 days;
• Display a physical sender address;
• Be sent only to opt-in recipients;
• Avoid misleading subjects, spoofing, or cloaked identities.

13. Email Suppression and Monitoring

• Opt-out requests must be honored within 10 days;
• Sale or reuse of email suppression lists is strictly prohibited;
• Tuzzello may audit opt-in logs and email histories;
• Vendors and Affiliates must maintain and respect updated suppression lists.

14. Telemarketing, Fax, and SMS

These channels may not be used without prior user consent. If authorized:

• Clear unsubscribe instructions must be included;
• Robocalls or prerecorded messages are prohibited without explicit consent;
• The sender must be clearly identified;
• National Do Not Call lists must be respected.

15. Final Provisions

This Agreement constitutes the entire agreement between the parties. Amendments must be made in writing. If any clause is deemed invalid, the remaining provisions shall remain in full force and effect.