The version of this Agreement in English is the definitive legal version.
THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES THROUGH A PARTICULAR ACCOUNT OR ACCOUNTS AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT ("YOU") AND 1TRUHEALTH BUSINESS DIVISION AT VANEGAS SCHAEFER FAMILY OFFICE UG (HAFTUNGSBESCHRÄNKT), ROHRMOOS-UNTERTAL-STR. 4, 35619 BRAUNFELS (“1TRUHEALTH”) (THE "AGREEMENT"). BY REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND PROGRAMME POLICIES FOR EACH SERVICE YOU REGISTER FOR OR USE.
As used in this Agreement, "we," "us," and "1TruHealth" means 1TruHealth and "you" means the applicant (if registering for or using a Service as an individual), or the business the applicant is employed by or represents (if registering for or using a Service as a business). Capitalised terms have the meanings listed in the Definitions below. If there is any conflict between these General Terms and the applicable Service Terms, the Service Terms will govern.
To begin the enrolment process, you must complete the registration process for one or more of the Services. By registering for or using the Services you confirm that you did not rely on any oral or written representations made by employees of 1TruHealth and/or any of its affiliates and that you chose the service based on your own due diligence and consideration. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable law. As part of the application, you must provide us with your (or your business') legal name, address, phone number and e-mail address. We may at any time cease providing any or all of the Services at our sole discretion and without notice.
Service Fee Payment
Fee details are described fully in the applicable Service Terms. You are responsible for all of your expenses in connection with this Agreement, unless this Agreement or the applicable Service Terms provide otherwise. To use a Service, you must provide us with valid bank account information. You will use only a name you are authorized to use in connection with a Service and will update all of the preceding information as necessary to ensure that it at all times remains accurate and complete. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information), to obtain credit reports about you from time to time. We may choose to either (a) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you, or (b) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency.
Term and Termination
The term of this Agreement will start on the date of your completed registration for use of a Service and continue until terminated by us or you as provided below (the “Term”). We may terminate or suspend this Agreement or any Service immediately by notice to you for any reason at any time. You may terminate this Agreement or any Service for any reason at any time by the means then specified by 1TruHealth. Upon termination, all rights and obligations of the parties under this Agreement will terminate, except that Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 12, 15, 16, 17 and 19 will survive termination. Any terms that expressly survive according to the applicable Service Terms will also survive termination.
You grant us a royalty-free, non-exclusive, worldwide right and licence to use, reproduce, perform, display (public communication), distribute, adapt, modify, re-format, create and exploit derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Your Materials; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Trademarks; provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a licence from you or your affiliates under applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid licence from a third party).
You represent and warrant to us that: (a) if you are a business, you are duly organized, validly existing and in good standing under the laws of the territory in which your business is registered; (b) you have all requisite right, power and authority to enter into this Agreement and perform your obligations and grant the rights, licences and authorizations you grant hereunder; (c) any information provided or made available by you or your affiliates to 1TruHealth is accurate and complete, and you will promptly update such information as necessary to ensure it at all times remains accurate and complete, (d) you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority and (e) you and all of your subcontractors, agents and suppliers will comply with all applicable Laws in your performance of your obligations and exercise of your rights under this Agreement. Also, you as Supplier and Seller shall remain liable for damages due to a product deficiency that rendered any of the Products unreasonably dangerous at the time it was delivered to the Buyer (end consumer).
You release us and agree to indemnify, defend and hold harmless us (and our officers, directors, employees, and agents) against any claim, loss, damage, settlement, cost, expense or other liability (including, without limitation, attorneys' fees) (each, a “Claim”) arising from or related to: (a) your actual or alleged breach of any obligations in this Agreement; (b) any sales channels owned or operated by you, Your Products (including the offer, sale, fulfilment), refund, cancellation, return or adjustments thereof), Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death or property damage related thereto; or (c) Your Taxes or the collection, payment or failure to collect or pay Your Taxes. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may, to the extent permitted by applicable law, take control of the defence at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.
Indemnification Procedure: Any Party entitled to indemnification hereunder (the “Indemnitee”) shall notify the other Party (the “Indemnitor”) promptly of any claim threatened or commenced against the Party for which the Party is so entitled. The Indemnitee shall cooperate with the Indemnitor, and may participate, at the Indemnitee’s expense, in the defense of such claim. If the Indemnitor fails to assume control of the defense of any claim, or, having elected to assume control, thereafter fails to diligently defend the claim, the Indemnitee shall, without limitation to the Indemnitor’s obligations hereunder, be entitled to contest, settle or pay the amount of the claim, and the Indemnitor shall be bound by the results obtained by the Indemnitee with respect to the claim.
a. 1TRUHEALTH SITE AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED “AS-IS.” AS A USER OF THE SERVICES, YOU USE THE 1TRUHEALTH SITE, THE SERVICES OR ANY ONLINE PORTAL OR TOOL PROVIDED BY 1TRUHEALTH TO HELP YOU PARTICIPATE IN THE SERVICES AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES DISCLAIM: (1) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS OR OPERATIONS CONTEMPLATED HEREBY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR NON-INFRINGEMENT; (2) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (3) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE 1TRUHEALTH SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, OR COMPLETION OF ANY ORDER OR TRANSACTION. SOME JURISDICTIONS’ LAWS DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, IN WHICH CASE THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU, AND WE DISCLAIM TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON- INFRINGEMENT OR QUIET ENJOYMENT.
b. BECAUSE 1TRUHEALTH IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH PARTICIPANT RELEASES 1TRUHEALTH (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
Limitation of Liability
WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT, DELICT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, ANY TYPE OF CIVIL RESPONSIBILITY OR OTHER THEORY) OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR INDIRECT DAMAGES SUCH AS COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF 1TRUHEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES. FURTHER, EXCEPT IN CASE OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OPERATIONS OR TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU TO 1TRUHEALTH IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.
If the gross proceeds from sales of Your products processed through the Fulfilment by 1TruHealth Service exceed the applicable Insurance Threshold during each month over any period of three (3) consecutive months, or otherwise if requested by us, then within thirty (30) days thereafter, you will maintain at your expense throughout the remainder of the Term public third party liability insurance in connection with the 1TruHealth Site with at least the Insurance Limits per occurrence/aggregate covering liabilities caused by or occurring in conjunction with the operation of your business in connection with such 1TruHealth Site, including products liability and bodily injury, with policy (ies) naming 1TruHealth and its assignees as additional insureds. At our request, you will provide to us certificates of insurance evidencing the coverage required by this Section 9.
As between the parties, you will be responsible for the collection and payment of any and all of Your Taxes together with the filing of all relevant returns, such as VAT and Intrastat returns and issuing VAT invoices/credit memos where required. 1TruHealth is not responsible for collecting, remitting or reporting any VAT or other taxes arising from such sale. Unless stated otherwise, any and all fees payable by you pursuant to this Agreement are exclusive of all value added, sales, use and similar taxes, and you will pay any taxes that are imposed and payable on such amounts. If we are required by law or by administration thereof to collect any value added, sales, use or similar taxes from you, you will pay such taxes to us. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.
In the event that we purchase any of Your Products, you agree that 1TruHealth may issue self-billed invoices on your behalf for the period from the date on which you have agreed to allow 1TruHealth to buy Your Products until the date on which this Agreement is terminated by us or you. Self-billed invoices will contain any information that we determine is required to issue a VAT-compliant invoice under the applicable Law. 1TruHealth may retain this information and use it as required by Law. You must notify us immediately if you (i) are aware of any additional information that needs to be provided to the self-billed invoices to comply with the applicable Law, (ii) cease to be registered for VAT, or (iii) change your VAT registration number. Self-billed invoices will be issued in the currency of the 1TruHealth Site. Each self-billed invoice will be considered accepted if you do not reject it within 30 days from the date of issue. You agree to not raise separate sales invoices for the transactions covered by a self-billed invoice.
During the course of your use of the Services, you may receive information relating to us or to the Services including, but not limited to 1TruHealth Transaction Information, that is not known to the general public (“Confidential Information”). You agree that: (a) all Confidential Information will remain 1TruHealth’s exclusive property; (b) you and your affiliates will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not, and will cause your affiliates not to, directly or indirectly (including through a third party) otherwise disclose Confidential Information to any individual, company, or other third party; and (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks or logo in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.
We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.
Relationship of Parties
Use of 1TruHealth Transaction Information
You will not, and will cause your affiliates not to, directly or indirectly: (a) disclose or convey any 1TruHealth Transaction Information (except you may disclose this information as necessary for you to perform your obligations under this Agreement and provided that you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information); (b) use any 1TruHealth Transaction Information for any marketing or promotional purposes whatsoever, or otherwise in any way inconsistent with our or your privacy policies or applicable Law; (c) contact a Person that has ordered Your Product that has not yet been delivered or fulfilled with the intent to collect any amounts in connection therewith, to influence such Person to make an alternative purchase, or to harass such Person; (d) disparage us, our affiliates, or any of their or our respective products or services or any customer; or (e) target communications of any kind on the basis of the intended recipient being an 1TruHealth Site user. In addition, you may only use tools and methods that we designate to communicate with 1TruHealth Site users regarding Your Transactions, including for the purpose of scheduling or cancelling the delivery or fulfilment of Your Products. The terms of this Section 15 do not prevent you from using other information that you acquire without reference to 1TruHealth Transaction Information for any purpose, even if such information is identical to 1TruHealth Transaction Information, provided that you do not target communications on the basis of the intended recipient being an 1TruHealth Site user.
Suggestions and Other Information
If you or any of your affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to any 1TruHealth Site or Service (including any related Technology), we will be free to use, disclose, reproduce, modify, licence, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history and posted content.
We may amend any of the terms and conditions contained in this Agreement (including the Service Terms) at any time and at our sole discretion. Any changes will be effective upon the posting of such changes on the applicable 1TruHealth Site and sending a note to your provided email account. You are responsible for reviewing these locations and informing yourself of all applicable changes or notices. All notice of changes to the Agreement will be posted for at least 30 days. You should refer regularly to the applicable 1TruHealth Site to understand the current Agreement and to be sure that the items you offer for sale can be sold via the applicable Service. YOUR CONTINUED USE OF A SERVICE AFTER 1TRUHEALTH'S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.
Any password we provide to you may be used only during the Term to access our website (or other tools we provide) to use the Services, electronically accept Your Transactions, and review your completed Transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.
The laws of the Federal Republic of Germany govern this Agreement and all of its terms and conditions, without recourse to its conflict of law rules and without giving effect to any principles of conflicts of laws or the United Nations Convention on Contracts for the International Sale of Goods. Any dispute relating in any way to your use of the Services or this Agreement will be adjudicated in the courts of the district of Frankfurt/Main, Germany (a) non-exclusively if you are not registering for the Services as a business (as set forth in the General Terms) and (b) exclusively if you are registering for the Services as a business (as set forth in the General Terms). You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our affiliates. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.
1TruHealth retains the right to immediately halt any Transaction, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by the applicable Programme Policies. The authentic language of this Agreement and subsidiary or associated documentation is English and any translations provided are for convenience only.
In the event of any conflict or difference in interpretation between the English language version of this Agreement and subsidiary or associated documentation and any translation of them, the English language version and interpretation will prevail. You agree we may communicate with you in English during the term of this Agreement.
We will send all notices and other communications regarding this Agreement to you at the e-mail addresses you designated for notifications and updates or by any other means then specified by 1TruHealth. We may also communicate with you in connection with your listings, sales, and the Services electronically and in other media, and you consent to such communications regardless of any “E-mail Preferences” (or similar preferences or requests) you may have indicated by any means. You will update your e-mail addresses (as well as your legal name, address and phone number) as often as necessary to ensure that they are accurate.
This Agreement incorporates and you hereby accept the applicable Service Terms and the applicable Programme Policies, which 1TruHealth may modify from time to time. In the event of any conflicts between the Programme Policies and this Agreement, the Programme Policies will prevail. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. This Agreement, represents the entire agreement between the parties with respect to the Services and related subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings.
As used in this Agreement, the following terms have the following meanings:
"1TruHealth Site" means a website operated by 1TruHealth.
"1TruHealth Transaction Information" means, collectively, Order Information, and any other data or information acquired by you or your affiliates from 1TruHealth, or otherwise as a result of the Agreement, the purchases or transactions contemplated hereby or the parties' performance hereunder.
"Content" means copyrightable works under applicable Law and content protected by database rights.
"Excluded Products" means, as applicable, the products or items set forth in the respective 1TruHealth Site.
"Insurance Limits" Five Hundred Thousand Euros (€500,000).
"Insurance Threshold" Five Thousand Euros (€5,000).
"Intellectual Property Right" means any patent, copyright, Trademark, domain name, moral right, trade secret right or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.
"Law" means any law, ordinance, rule, regulation, order, licence, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental authority of competent jurisdiction.
"Local Currency" means Euros.
"Order Information" means, with respect to any of Your Products sold through the 1TruHealth Site, the order information and shipping information that we provide or make available to you.
"Person" means any individual, corporation, partnership, limited liability company, governmental authority, association, joint venture, division or other cognizable entity, whether or not having distinct legal existence.
"Programme Policies" means all terms, conditions, policies, guidelines, rules and other information on the 1TruHealth Site, including those shown in the “Help” section of the 1TruHealth Site.
"Sales Proceeds" means the gross sales proceeds paid by buyers via the 1TruHealth Site in the course of any of Your Transactions, including the Purchase Price, all shipping and handling, gift wrap and other charges, any taxes and customs duties.
"Service" means each of the following services that 1TruHealth makes available on the 1TruHealth Site: the Selling on 1TruHealth Service; the Fulfilment by 1TruHealth Service, and any related services we make available.
"Service Terms" means the service terms specific to each Service set forth herein and made a part of this Agreement upon the date you elect to register for or use the applicable Service and any subsequent modifications we are permitted to make to those terms.
"Technology" means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology or other functional item.
"Trademark" means any trademark, service mark, trade dress (including any proprietary "look and feel"), trade name, other proprietary logo or insignia or other source or business identifier, protected or protectable under any Laws.
"Your Materials" means all Technology, Your Trademarks, Content, Your Product information, data, materials, and other items or information provided or made available by you or your affiliates to 1TruHealth.
"Your Product" means any product or service that you: (a) have offered through the Selling on 1TruHealth Service; (b) have fulfilled or otherwise processed through the Fulfilment by 1TruHealth Service.
"Your Sales Channels" means all sales channels and other means through which you or any of your affiliates offer or sell products, other than physical stores.
"Your Taxes" means any and all value added, sales, use, excise, import, export and other taxes and duties assessed, incurred or required to be collected or paid for any reason (i) in connection with any advertisement, offer or sale of products or services by you on or through or in connection with the Services, (ii) in connection with any products or services provided for which Your Products are, directly or indirectly, involved as a form of payment or exchange, or (iii) otherwise in connection with any action, inaction or omission of you or your affiliates, or any Persons providing products or services, or your or their respective employees, agents, contractors or representatives, for which Your Products are, directly or indirectly, involved as a form of payment or exchange . Also, as it is used in the Fulfilment by 1TruHealth Service Terms, this defined term also means any of the types of taxes mentioned above that are imposed on or collectible by 1TruHealth in connection with or as a result of (a) the storage of inventory, packaging, Your Products and other materials owned by you and stored by 1TruHealth; or (b) the fulfilment, shipping, gift wrapping or other actions by 1TruHealth to Your Products pursuant to the Fulfilment by 1TruHealth Service Terms.
"Your Trademarks" means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.
"Your Transaction" means any sale of Your Product(s) through an 1TruHealth Site.
Selling on 1TruHealth Service Terms
The Selling on 1TruHealth Service ("Selling on 1TruHealth") is a Service that allows you to list certain products and services for sale directly via the 1TruHealth Site. Selling on 1TruHealth is operated by 1TruHealth, a division of Vanegas Schäfer Family Office UG (haftungsbeschränkt). These Selling on 1TruHealth Service Terms are part of the 1TruHealth Service Agreement ("1TruHealth Service Agreement"), but, unless specifically provided otherwise, concern and apply only to your participation in Selling on 1TruHealth. Unless defined in these Selling on 1TruHealth Service Terms (including the Selling on 1TruHealth Definitions), all capitalized terms have the meanings given them in the 1TruHealth Service Agreement.
1TruHealth might offer in future a service, called Fulfilment by 1TruHealth including logistic services. Products that are fulfilled using Fulfilment by 1TruHealth, please refer to the Fulfilment by 1TruHealth Service Terms that will be facilitated once the described service is available.
S-1. Your Product Listings and Orders
S-1.1 Products and Product Information
You will provide in the format we require accurate and complete Required Product Information for each product or service that you make available to be listed for sale through any 1TruHealth Site and promptly update such information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and the offer and subsequent sale of any of the same on any 1TruHealth Site comply with all applicable Laws (including all minimum age, marking and labelling requirements) and do not contain any sexually explicit, defamatory or obscene materials, and do not violate any third party’s copyright, trademark, design, database or other rights. You declare that Your Products were not produced, manufactured, assembled, or packaged by forced, prison or child labour. You may not provide any information for, or otherwise seek to list for sale on the 1TruHealth Site, any Excluded Products; or provide any URL Marks for use, or request that any URL Marks be used, on any 1TruHealth Site. For each item you list on the 1TruHealth Site, you will provide to us the state or country from which the item ships.
S-1.2 Product Listings; Merchandising; Order Processing
We will list Your Products for sale on a particular 1TruHealth Site on the applicable Selling on 1TruHealth Launch Date, and conduct merchandising and promote Your Products as determined by us (including features, advertising, or programmes on or in connection with the applicable 1TruHealth Site). We may use mechanisms that rate, or allow shoppers to rate, Your Products and/or your performance as a seller and 1TruHealth may make these ratings and feedback publicly available. We will provide Order Information to you for each of Your Transactions. Sales Proceeds will be credited to you retaining the agreed sales commission.
S-1.3 Shipping and Handling Charges
For those of Your Products sold on or through the 1TruHealth Site that are not fulfilled using Fulfilment by 1TruHealth, you will determine shipping and handling charges. For those of Your Products that are fulfilled using Fulfilment by 1TruHealth, please refer to the Fulfilment by 1TruHealth Service Terms.
S-1.4 Credit Card Fraud
We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of Your Transactions. You will stop and/or cancel orders of Your Products if we ask you to do so (provided that if you have transferred Your Products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper).
S-2. Sale and Fulfilment, Refunds and Returns
S - 2.1 Sale and Fulfilment
Other than as described in the Fulfilment by 1TruHealth Service Terms (if you use the Fulfilment by 1TruHealth Service), for the Selling on 1TruHealth Service, you will: (a) source, sell, fulfil, ship and deliver Your Products that are not fulfilled using the Fulfilment by 1TruHealth Service, and source and sell Your Products that are fulfilled using Fulfilment by 1TruHealth, in each case in accordance with the terms of the applicable Order Information, these Service Terms and the 1TruHealth Service Agreement, and all terms provided by you and displayed on the applicable 1TruHealth Site at the time of the order and be solely responsible for and bear all risk for such activities; (b) package each of Your Products in a commercially reasonable manner and ship each of Your Products on or before its Estimated Ship Date; (c) retrieve Order Information at least once each business day; (d) not cancel any of Your Transactions except as may be permitted pursuant to your terms and conditions appearing on the applicable 1TruHealth Site at the time of the applicable order (which terms and conditions will be in accordance with the 1TruHealth Service Agreement) or as may be required under the 1TruHealth Service Agreement; (e) ship and fulfil Your Products throughout the country mentioned on the 1TruHealth Site (except to the extent prohibited by Law or the 1TruHealth Service Agreement); (f) provide to 1TruHealth information regarding shipment, fulfilment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (g) comply with all Street Date instructions; (h) notwithstanding any other provision of these Service Terms ,ensure that you are the seller of all products and services made available for listing for sale hereunder; (i) include an order-specific packing slip within each shipment of Your Products, and, if applicable, any tax invoices; (j) identify yourself as the seller of the product on all packing slips or other information included or provided in connection with Your Products and as the Person to which a customer may return the applicable product; and (k) except as set forth in Section 15, not send customers emails confirming orders, shipments or fulfilment of Your Products (except that to the extent Your Products qualify for payment at a time other than when shipment occurs, then you will send customers emails confirming shipment of Your Products in a format and manner reasonably acceptable to us).For those of Your Products that are fulfilled using Fulfilment by 1TruHealth, if any, the Fulfilment by 1TruHealth Service Terms will apply to the storage, fulfilment and delivery of such Products.
S-2.2 Cancellations, Returns and Refunds
For all of Your Products that are not fulfilled using Fulfilment by 1TruHealth, you will accept and process cancellations, returns, refunds and adjustments in accordance with these Service Terms and the Refund Policies for the 1TruHealth Site published at the time of the applicable order and we may inform customers that these policies apply to Your Products. You will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling or other charges) or other amounts to be paid by you to customers in connection with Your Transactions. For all of Your Products that are fulfilled using Fulfilment by 1TruHealth, the 1TruHealth Refund Policies published at the time of the applicable order will apply and you will comply with them. You will promptly provide refunds and adjustments that you are obligated to provide as required by Law, and in no case later than thirty (30) calendar days following after the obligation arises.
S-3. Problems with Your Products
S-3.1Delivery Errors and Nonconformities; Recalls
You are responsible for any non-performance, non-delivery, misdelivery, theft or other mistake or act in connection with the fulfilment and delivery of Your Products, except to the extent caused by: (a) credit card fraud for which 1TruHealth is responsible; or (b) our failure to make available to you Order Information as it was received by us or resulting from address verification. Notwithstanding the previous sentence, for those of Your Products that are fulfilled using Fulfilment by 1TruHealth, if any, the Fulfilment by 1TruHealth Service Terms will apply to non-delivery, misdelivery, theft or other mistake or act in connection with the fulfilment and delivery of those of Your Products. You are also responsible for any non-conformity or defect in, or any public or private recall of, as well as any other safety concerns related to, any of Your Products or other products provided in connection with Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls of Your Products or other products provided in connection with Your Products. If we determine that the performance of your obligations under this Agreement may result in returns, claims, disputes, violations of our terms or policies, or cause any other risks to 1TruHealth or third parties, then we will have sole discretion to mitigate them including the right to determine whether a customer will receive a refund, adjustment or replacement for any of Your Products for as long as we determine any related risks to 1TruHealth or third parties persist.
If we inform you that we have received a claim under the Guarantee offered on a particular 1TruHealth Site or any other dispute (other than a chargeback), concerning one of Your Transactions, you will deliver to us within three (3) days after request by us: (a) proof of delivery or fulfilment of Your Product(s) (as applicable); (b) the applicable 1TruHealth order identification number; (c) a description of Your Product(s) (as applicable); and (d) any terms provided by you and displayed on the applicable 1TruHealth Site at the time of the transaction in question. If you fail to comply with the prior sentence, then you will promptly reimburse 1TruHealth the amount of the customer purchase. (You will refund the proceedings from that specific sale, excluding shipping costs to return the product and excluding 1TruHealth referral fee (as defined in Section S-5) retained and not subject to refund by 1TruHealth), in each case to the extent paid or payable by us. Customer has to return the product in the original packaging to you. If the customer receives a damaged product, you will do the best effort to resolve the complaint in good faith, given that: for immediately visible external damages: the customer has the right to refuse its collection; If the customer notices a damage to the product after collecting/opening the package, has to contact within 24 hours and provide photographs together with a description of damage.
S-4. Parity with Your Sales Channels
Subject to this Section S-4, you are free to determine which of Your Products you wish to list for sale on a particular 1TruHealth Site. You will maintain parity between the products you offer through Your Sales Channels and the products you list on any 1TruHealth Site by ensuring that at the Selling on 1TruHealth Launch Date for any 1TruHealth Site and thereafter: (a) customer service for Your Products Site is at least as responsive and available and offers at least the same level of support as the most favorable customer services offered in connection with any of Your Sales Channels (this requirement does not apply to customer service for payment-related issues on Your Transactions); and (b) the Content, product and service information and other information under Section S-1.1 regarding Your Products that you provide to us is of at least the same level of quality as the highest quality information displayed or used in Your Sales Channels. If you become aware of any non-compliance with (a) above, you will promptly compensate adversely affected customers by making appropriate refunds to them in accordance with Section S-2.2.
You hereby irrevocably authorise us to debit Your Selling on 1TruHealth payment account and pay us: (a) the applicable Referral Fees; (b) any applicable Variable Closing Fee; and (c) the non-refundable Selling on 1TruHealth Subscription Fee to cover the cost of registering your Selling on 1TruHealth seller account and the ongoing costs of maintaining it. The Selling on 1TruHealth Subscription Fee is payable in advance for each month (or for each transaction, if applicable) during the term of this Agreement. “Selling on 1TruHealth Subscription Fee” means the fee specified as such on the applicable Selling on 1TruHealth Fee Schedule at the time such fee is payable. With respect to each of Your Transactions: (x) “Sales Proceeds” has the meaning set out in the 1TruHealth Service Agreement; (y) “Variable Closing Fee” means the applicable fee, if any, as specified on the applicable Selling on 1TruHealth Fee Schedule and (z) “Referral Fee” means the applicable percentage of the Sales Proceeds from Your Transaction through the applicable Selling on 1TruHealth Fee Schedule specified on the 1TruHealth Site at the time of Your Transaction, based on the categorization by 1TruHealth of the type of product that is the subject of Your Transaction; provided, however, that Sales Proceeds will not include any shipping charges set by us. Except as provided otherwise, all monetary amounts contemplated in these Service Terms will be expressed in the Local Currency, and all payments contemplated by this Agreement will be charged in the Local Currency. All taxes or surcharges imposed on fees payable by you to us will be your responsibility.
S-6. Control of Site
Notwithstanding any provision of this Agreement, we will have the right in our sole discretion to determine the content, appearance, design, functionality and all other aspects of the 1TruHealth Sites and the Selling on 1TruHealth Service (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of, and prevent or restrict access to, any 1TruHealth Site and the Selling on 1TruHealth Service and any element, aspect, portion or feature thereof (including any product listings), from time to time) and to delay or suspend listing of, or to refuse to list, or to de-list, or to require you not to list any or all products on any or all 1TruHealth Sites in our sole discretion.
S-7. Effect of Termination
Upon termination of these Selling on 1TruHealth Service Terms in connection with a particular 1TruHealth Site, all rights and obligations of the Parties under these Service Terms with regard to such 1TruHealth Site will be extinguished, except that the rights and obligations of the Parties with respect to Your Transactions occurring during the Term will survive the termination or expiration of the Term.
S-8. Tax Matters
In addition to the General Terms, you agree that, unless otherwise agreed by 1TruHealth in advance in writing, the price stated by you for Your Products is inclusive of any VAT, customs duty, excise tax or other tax that you may be required to remit in connection with such sale. Without prejudice to the generality of the foregoing: (a) If you are a business that is established in a European Union country and you provide us with your valid VAT registration number used for intra-EU transactions, VAT will not be charged by 1TruHealth on the fees under these Service Terms provided you are not established in Germany, and did not supply a VAT registration number issued by the German authorities. You hereby give the following warranties and representations, namely: (i) that the VAT registration number you submit to 1TruHealth belongs to the business you operate, and that business is established in one of the European Union countries; (ii) that all transactions regarding the services will be business-related transactions made by the business associated with the VAT registration number you submit to 1TruHealth; and (iii) that the VAT registration number and all other information provided by you is true, accurate and current, and you will immediately update any such information held by 1TruHealth in case of any changes. (b) If you are in business and established in a European Union country, but you do not have a VAT registration number issued by one of the European Union countries, then you will be able to provide 1TruHealth with other evidence that you are in business. Acceptable evidence is a copy of a recent corporate tax return or an official document issued by a government agency proving that you are in business. Once your evidence is reviewed and accepted by 1TruHealth, VAT will not be charged by 1TruHealth on the fees hereunder provided you are not established in Germany. You hereby give the following warranties and representations, namely: (i) that the evidence you submit to 1TruHealth belongs to the business you operate, and that business is established in one of the European Union countries; (ii) that all transactions regarding the services will be business-related transactions made by the business associated with the evidence you submit to 1TruHealth; and (iii) that the evidence and all other information provided by you is true, accurate and current and you will immediately update any such information held by 1TruHealth in case of any changes. (c) 1TruHealth reserves the right to request additional information and to confirm the validity of any seller account information (including without limitation your VAT registration number) from you or government authorities and agencies as permitted by law and you hereby irrevocably authorise us to request and obtain such information from such government authorities and agencies. Further, you agree to provide any such information to us upon request. (d) We reserve the right to charge you any applicable unbilled VAT if you provide a VAT registration number or evidence of being in business that is determined to be invalid. (e) If you are a business that is established in a European Union country and you provide us with a valid VAT registration number that was issued to you by a European Union country or provide evidence of being in business, you agree to accept electronic VAT invoices in a format and method of delivery as determined by us. (f) If you are a business that is established in Switzerland or Liechtenstein and provide us with a VAT registration number, you agree to accept electronic VAT invoices in a format and method of delivery as determined by us.
Selling on 1TruHealth Definitions
"1TruHealth Refund Policies" means the return and refund policies published on a particular 1TruHealth Site and applicable to products sold via such 1TruHealth Site.
"Estimated Ship Date" means, with respect to any of Your Products, either: (a) the end of the shipping availability period (which begins as of the date on which the relevant order is placed by the customer), or the shipping availability date, as applicable, specified by you in the relevant inventory/product data feed for Your Product; or (b) if you do not specify shipping availability information in such inventory/product data feed or that Your Product is in a product category that 1TruHealth designates as requiring shipment within two (2) business days, two (2) business days after the date on which the relevant order is placed by the customer.
"Purchase Price" means the total gross amount payable or paid by a buyer for Your Product (including taxes and customs duties).
"Required Product Information" means, with respect to each of Your Products in connection with a particular 1TruHealth Site, the following (except to the extent expressly not required under the applicable Programme Policies): (a) description, including as applicable, location-specific availability and options, scheduling guidelines and service cancellation policies; (b) SKU and EAN/UPC numbers and other identifying information as 1TruHealth may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorizations prescribed by 1TruHealth from time to time); (d) categorization within each 1TruHealth product category and browse structure as prescribed by 1TruHealth from time to time; (e) digitized image that accurately depicts only Your Product, complies with all 1TruHealth image guidelines and does not include any additional logos, text or other markings; (f) Purchase Price; (g) shipping and handling charge (in accordance with our standard functionality therefor); (h) any text, disclaimers, warnings, notices, labels or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising or sale of Your Product; (i) any vendor requirements fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product; (j) brand; (k) model; (l) product dimensions; (m) weight; (n) a delimited list of technical specifications; (o) SKU and EAN/UPC numbers (and other identifying information as we may reasonably request) for accessories related to Your Product that is available in our catalogue; (p) the state or country Your Products ships from; and (q) any other information reasonably requested by us (e.g., the condition of used or refurbished products).
"Selling on 1TruHealth Launch Date" means the date on which we first list one of Your Products for sale on a particular 1TruHealth Site.
"Shipment Information" means, with respect to any of Your Products, the estimated or promised shipment and/or delivery date.
"Street Date" means the date(s), if any, specified by the manufacturer, distributor and/or licensor of a product as the date before which specified information regarding such product (e.g., title of a book) should not be disclosed publicly, or such product should not be delivered or otherwise made available to customers.
"URL Marks" means any Trademark, or any other logo, name, phrase, identifier or character string, that contains or incorporates any top level domain (e.g., .com, co.uk, .de, .es, .edu, .fr, .jp) or any variation thereof (e.g., dot com, dotcom, net, or com).
"Your Transaction" is defined in the 1TruHealth Service Agreement; however, as used in these Service Terms, it means any and all such transactions through Selling on 1TruHealth only. Fulfilment by 1TruHealth Service Terms
“Fulfilment by 1TruHealth” might in future provide fulfilment and associated services for Your Products. The Fulfilment by 1TruHealth Service Terms will be part of the 1TruHealth Service Agreement ("1TruHealth Service Agreement"), and, unless specifically provided otherwise, concern and apply only to your participation in Fulfilment by 1TruHealth. BY REGISTERING FOR OR USING Fulfilment by 1TruHealth, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE 1TruHealth Service Agreement AND THESE Fulfilment by 1TruHealth SERVICE TERMS. Unless defined in these Fulfilment by 1TruHealth Service Terms, all capitalized terms are as defined in the 1TruHealth Service Agreement. You expressly agree that 1TruHealth may engage a third party in order to complete one or more of the fulfilment and associated services outlined below.
F.1. Your Products
Once you are accepted into Fulfilment by 1TruHealth, you must apply to register each product you sell that you wish to include in the Fulfilment by 1TruHealth programme in connection with a particular 1TruHealth Site. You may not include any product in the Fulfilment by 1TruHealth programme which is a Fulfilment by 1TruHealth Excluded Product for any 1TruHealth Site you wish to register your product with. We may refuse registration in Fulfilment by 1TruHealth of any product in connection with any 1TruHealth Site, including on the basis that it is an Fulfilment by 1TruHealth Excluded Product or that it violates applicable Programme Policies. You may at any time withdraw registration of any of Your Products from Fulfilment by 1TruHealth in connection with any 1TruHealth Site.
F.2. Product and Shipping Information
You will, in accordance with applicable Programme Policies, provide in the format we require accurate and complete information about Your Products registered in Fulfilment by 1TruHealth, and will provide Fulfilment Requests for any Units fulfilled using FBA that are not sold through the 1TruHealth Site ("Multi-Channel Fulfilment Units"). You will promptly update any information about Your Products in accordance with our requirements and as necessary so that the information is at all times accurate and complete.
F.3. Shipping to 1TruHealth
F.3.1.Except as otherwise provided in Section F-5, you will ship Units to us in accordance with applicable Programme Policies for the 1TruHealth Site Your Products are registered in connection with. You will ensure that: (a) all Units are properly packaged for protection against damage and deterioration during shipment and storage; (b) terms of freight "C.I.P. (Carriage and Insurance Paid) Destination" for domestic 1TruHealth Site Country origin and "D.D.P. (Delivery Duty Paid) Destination" for non-domestic 1TruHealth Site Country origin; and (c) all Units comply with 1TruHealth's labelling and other requirements. You will be responsible for all costs incurred to ship the Units to the shipping destination (including costs of freight and transit insurance). You will prepay all such shipping costs and 1TruHealth will not pay any shipping. You are responsible for payment of all customs, duties, taxes and other charges. In the case of any improperly packaged or labelled Unit, we may return the Unit to you at your expense (pursuant to Section F-7) or re-package or re-label the Unit and charge you a corresponding administrative fee.
F.3.2. You will not deliver to us , and we may refuse to accept, any shipment or any Unsuitable Unit.
F-3.3 If you ship Units from outside the EU to fulfilment centres, you will list yourself as the importer/consignee and nominate a customs broker. If 1TruHealth is listed on any import documentation, 1TruHealth reserves the right to refuse to accept the Units covered by the import documents and any costs assessed against or incurred by 1TruHealth will be invoiced to you, deducted from amounts payable to you, or by other method at our election.
We will provide storage services as described in these Fulfilment by 1TruHealth Service Terms once we confirm receipt of delivery. We will keep electronic records that track inventory of Units by identifying the number of Units stored in any fulfilment centre. We will not be required to physically mark or segregate Units from other inventory units (e.g., products with the same 1TruHealth standard identification number) owned by us, or third parties in the applicable fulfilment centre(s). If we elect to commingle Units with such other inventory units, both parties agree that our records will be sufficient to identify which products are Units. We may move Units among facilities. If there is a loss of or damage to any Units while they are being stored, we will, as your sole remedy, compensate you in accordance with the Fulfilment by 1TruHealth Guidelines. Compensation in accordance with the Fulfilment by 1TruHealth Guidelines is our total liability for any duties or obligations that we or our agents or representatives may have and is your only right or remedy. If we compensate you for a Unit, we will be entitled to dispose of the Unit pursuant to Section F-7. At all other times, you will be solely responsible for any loss of, or damage to, any Units. Our confirmed receipt of delivery does not: (a) indicate or imply that any Unit has been delivered free of loss or damage, or that any loss or damage to any Unit later discovered occurred after confirmed receipt of delivery; (b) indicate or imply that we actually received the Units of Your Product(s) specified by you for such shipment; or (c) waive, limit, or reduce any of our rights under this 1TruHealth Service Agreement. We reserve the right to impose, and change from time to time, scheduling restrictions and volume limitations on the delivery and storage of your inventory in the fulfilment centres, and you will comply with any of these restrictions or limitations.
As part of our fulfilment services, we will ship Units from the inventory of Your Products to the shipping addresses in the applicable 1TruHealth Site Country included in valid customer orders, or submitted by you as part of a Fulfilment Request. We may ship Units together with products purchased from us and/or other sellers. We also may ship Units separately that are included in a single Fulfilment Request. If you participate in our export fulfilment services in connection with a particular 1TruHealth Site, we will also ship Your Products that we determine to be eligible (each, a "Foreign-Eligible Product") to Foreign Addresses within countries we determine to be eligible for foreign shipments, subject to the additional terms on foreign shipments in the Fulfilment by 1TruHealth Guidelines for the applicable 1TruHealth Site.
F.6. Customer Returns
F.6.1. You will be responsible for and will accept and process returns of, and provide refunds and adjustments for, any Multi-Channel Fulfilment Units in accordance with this 1TruHealth Service Agreement (including the applicable Programme Policies).
F.6.2. We will receive and process returns of any 1TruHealth Fulfilment Units in accordance with the terms of your Seller Agreement, these Fulfilment by 1TruHealth Service Terms and the Programme Policies for the applicable 1TruHealth Site. All Sellable Units registered in connection with a particular 1TruHealth Site that are also 1TruHealth Fulfilment Units and that are properly returned will be placed back into the inventory of Your Products in the Fulfilment by 1TruHealth Programme for such 1TruHealth Site. We may fulfil customer orders for Your Products in connection with a particular 1TruHealth Site with any 1TruHealth Fulfilment Units returned in connection with such 1TruHealth Site. Except as provided in Section F-7, you will retake title of all Units that are returned by customers.
F.6.3. Subject to Section F-7 we will, at your direction, either return or dispose of any Unit that is returned to us by a customer and that we determine is an Unsuitable Unit as provided in Section F-7. Without limitation of our rights under Section F-7.1, we may elect to return or dispose of that Unsuitable Unit.
F.6.4. If 1TruHealth receives a customer return of a Multi-Channel Fulfilment Unit, you will direct us to return or dispose of the Unit at your own cost failing which we may dispose of the Unit as provided in Section F-7. F.6.5. You will be responsible for all VAT and Intrastat obligations as result of any returns.
F.7. Returns to You and Disposal
F.7.1. Subject to Section F.7.5., you may, at any time, request that Units be returned to you or that we dispose of Units.
F.7.2. We may return any Units (including Unsuitable Units) to you for any reason, including upon termination of these Service Terms. Returned Units will be sent to your shipping address designated by you in accordance with the 1TruHealth Service Agreement (including the applicable Programme Policies). However, if (a) the designated address we have for you in connection with the 1TruHealth Site is outdated, incorrect or outside the applicable territory, (b) you have not provided or, upon our request, confirmed a designated shipping address, or (c) if we cannot make arrangements for you to pay for the return shipment, then the Unit(s) will be deemed abandoned and we may elect to dispose of them in our sole discretion.
F.7.3 We may dispose of any Unsuitable Unit (and you will be deemed to have consented to our action): (i) immediately if we determine in our sole discretion that the Unit creates a safety, health or liability risk to 1TruHealth, our personnel or any third party; (ii) if you fail to direct us to return or dispose of any Unsuitable Unit within thirty (30) days (or as otherwise specified in the applicable Programme Policy) after we notify you. In addition, you will reimburse us for any damages incurred including any expenses we incur in connection with any Unsuitable Units.
F.7.4. You may, at any time, request that we dispose of Units. We may dispose of any Unit we are entitled to dispose of in the manner we prefer. Title to each disposed Unit will transfer to us at no cost to us as necessary for us to dispose of the Unit, and we will retain all proceeds, if any, received from the disposal of any Unit.
F.7.5. You will promptly notify us of any recalls or threatened recalls of any of Your Products and cooperate and assist us in connection with any recalls, including by initiating the procedures for returning items to you under our standard processes. You will be responsible for all costs and expenses you, we or any of our or your affiliates incur in connection with any recall or threatened recall of any of Your Products (including the costs to return, store, repair, liquidate or deliver to you or any vendor any of these products).
You are responsible for the Intrastat reporting of both dispatch and arrivals on the intra-community shipment of Units to and from 1TruHealth fulfilment centres.
F.9. Customer Service
F.9.1. For Multi-Channel Fulfilment Units we will have no customer service obligations other than to pass any inquiries to your attention at the contact you provide, and to make available a reasonable amount of information regarding the status of the fulfilment of Your Products if you request it and if and to the extent we possess the requested information. You will ensure that all of your policies and messaging to your customers regarding shipping of Your Products and other fulfilment-related matters, reflect our policies and requirements, including with regard to shipping methods, returns and customer service; and, you will conspicuously display on your website(s), in emails or in other media or communications any specific disclosures, messaging, notices, and policies we require.
F.9.2. We will be responsible for and have sole discretion regarding all customer service issues relating to packaging, handling and shipment and customer returns, refunds and adjustments related to 1TruHealth Fulfilment Units. We will have the right to determine whether a customer will receive a refund, adjustment or replacement for any 1TruHealth Fulfilment Unit and to require you to reimburse us where we determine you have responsibility in accordance with the 1TruHealth Service Agreement (including these Service Terms and the Programme Policies for the applicable 1TruHealth Site). Except as provided in this Section F-9 regarding any 1TruHealth Fulfilment Units, customer service will be handled as set forth in your Seller Agreement. You will be responsible for VAT related customer service enquiries including but not limited to pricing and VAT, VAT invoices and credit memos.
F.9.3. In situations relating to 1TruHealth Fulfilment Units where the wrong item was delivered or the item was damaged or lost or is missing, unless we determine that the basis for such request is caused by you or any of your employees, agents or contractors, we will, as your sole and exclusive remedy and at our option: (a) for any 1TruHealth Fulfilment Unit (i) ship a replacement Unit to the customer and pay you the applicable Replacement Value (as described in the Fulfilment by 1TruHealth Guidelines for the 1TruHealth Site) for the replacement Unit, or (ii) initiate a refund to the customer on your behalf and pay you the Replacement Value for the Unit; or (b) for any Multi-Channel Fulfilment Unit, pay you the Replacement Value for the Unit (and you will, at our request, provide us a valid tax invoice for the Replacement Value paid to you). Any customer refund will be initiated in accordance with the Selling on 1TruHealth Service Terms. Notwithstanding the Selling on 1TruHealth Service Terms, we will be entitled to charge you for the applicable fees payable to us under the Selling on 1TruHealth Service Terms and these Service Terms, respectively. Except as expressly provided in this Section F9.3 you will be responsible for all costs associated with any replacement or return.
F.9.4. If we provide a replacement Unit or refund as described in Section F-9.3 to a customer and that customer returns the original Unit to us, we will be entitled to dispose of the Unit pursuant to Section F-7, or, if it is a Sellable Unit, we may, at our option, place such Unit back into your inventory in accordance with Section F-6. If we do put it back into your inventory, you will reimburse us for the Replacement Value of the returned Unit. Any replacement Unit shipped by us under these Service Terms will be deemed to be, and will be treated in the same manner as, an order and sale of such Unit from you to the customer via the applicable 1TruHealth Site in accordance with the 1TruHealth Service Agreement, and your Seller Agreement, and will be subject to all terms and conditions applicable thereto.
F.10.1. Fees. You will pay us the applicable fees set forth in the Fulfilment by 1TruHealth Fee Schedule for the 1TruHealth site. You will be charged the Storage Fees beginning on the day (up to midnight) that the Unit arrives at the fulfilment centre and is available for Fulfilment by 1TruHealth (or in the case of any Unsuitable Unit, the arrival day (up to midnight)), until the earlier of: (a) the day (up to midnight) we receive a valid customer order for such product or a request from you to return or dispose of the Unit; or (b) the day (up to midnight) we actually ship the Unit to your designated return location or dispose of the Unit. You hereby authorise us to invoice you for any amounts due to us under these Service Terms.
F.10.2. Shipping and Gift Wrap. For any 1TruHealth Fulfilment Units we will determine the amounts charged to the customer for shipping and gift wrap services for the Units that we fulfil through the Fulfilment by 1TruHealth Programme. As between you and us, these charges will be your tax inclusive charges to the customer, and we will report them to you. We will charge you (and you will pay us) a fee equal to the amount of such charges to the customer. You acknowledge and agree that you are responsible to account for any applicable VAT on the shipping and gift wrap charges to customer.
F.10.3. Proceeds. We may keep all proceeds of any Units that we dispose of or to which title transfers, including returned, damaged or abandoned Units. You will have no security interest, lien or other claim to the proceeds that we receive in connection with the sale, fulfilment and/or shipment of these Units.
F.10.4. Taxes on Fees Payable to 1TruHealth. In regard to these Service Terms you can provide a VAT registration number or evidence of being in business if you do not have a VAT registration number. If you are VAT registered, or in business but not VAT registered, you give the following warranties and representations: (a) all services provided by 1TruHealth to you are being received by your establishment under your designated VAT registration number; and (b) (i) the VAT registration number, or the evidence of being in business, you submit to 1TruHealth belongs to the business you operate; (ii) that all Transactions regarding the services will be business-related transactions made by the business associated with the VAT registration number, if evidence of being in business, you submit to 1TruHealth; (iii) that the VAT registration number, or evidence of being in business, and all other information provided by you is true, accurate and current and you will immediately update any such information held by 1TruHealth in case of any changes. 1TruHealth reserves the right to request additional information and to confirm the validity of any your account information (including without limitation your VAT registration number) from you or government authorities and agencies as permitted by law and you hereby irrevocably authorize 1TruHealth to request and obtain such information from such government authorities and agencies. Further, you agree to provide any such information to 1TruHealth upon request. 1TruHealth reserves the right to charge you any applicable unbilled VAT if you provide a VAT registration number, or evidence of being in business, that is determined to be invalid. VAT registered sellers and sellers who provide evidence of being in business agree to accept electronic VAT invoices in a format and method of delivery as determined by 1TruHealth. All taxes or surcharges imposed on fees payable by you to 1TruHealth will be your responsibility.
In addition to your obligations under Section 6 of the 1TruHealth Service Agreement, you also agree to indemnify, defend and hold harmless us and our respective officers, directors, employees, representatives and agents against any Claim that arises out of or relates to: (a) the Units (whether or not title has transferred to us, and including any Unit that we identify as yours pursuant to Section F-4 regardless of whether such Unit is the actual item you originally sent to us), including any personal injury, death or property damage; (b) the shipment, export or delivery of Your Products to Foreign Addresses (including with respect to any classification data and other information provided by you to us in connection therewith, and notwithstanding any rights we have under Section F-5 or any certifications we may make in connection with the shipment, export or delivery of Your Products); and, if applicable (c) any sales, use, value added, personal property, gross receipts, excise, franchise, business or other taxes or fees, or any customs, duties or similar assessments (including penalties, fines or interest on any of the foregoing) imposed by any government or other taxing authority in connection with the shipment of Foreign-Eligible Products to Foreign Addresses (collectively, “Foreign Shipment Taxes”).
You hereby, on behalf of yourself and successors, subsidiaries, affiliates, officers, directors, shareholders, employees, assigns and any other person or entity claiming by, through, under or in concert with them (collectively, the "Releasing Parties"), irrevocably acknowledge full and complete satisfaction of and hereby unconditionally and irrevocably release and forever fully discharge 1TruHealth, and any and all of their predecessors, successors, and affiliates, past and present, as well as each of their partners, officers, directors, shareholders, agents, employees, representatives, attorneys, and assigns, past and present, and each of them and all Persons acting by, through, under or in concert with any of them (collectively, the "Released Parties"), from any and all claims, obligations, demands, causes of action, suits, damages, losses, debts or rights of any kind or nature, whether known or unknown, suspected or unsuspected, absolute or contingent, accrued or unaccrued, determined or speculative (collectively, "Losses") which the Releasing Parties now own or hold or at any time heretofore have owned or held or in the future may hold or own against the Released Parties, or any of them, arising out of, resulting from, or in any way related to the shipment, export or delivery of Your Products to Foreign Addresses, including any tax registration or collection obligations. You, on behalf of yourself and all other Releasing Parties, recognize that you, and each of them, may have some Losses , whether in contract; warranty; tort; delict; (including negligence; product liability; any type of civil responsibility; or other theory) or otherwise, against the Released Parties of which you, or any of them, are totally unaware and unsuspecting, or which may arise or accrue after the date you register for these Fulfilment by 1TruHealth Service Terms, which the Releasing Parties are giving up by agreeing to these Fulfilment by 1TruHealth Service Terms. It is your intention in agreeing to these Fulfilment by 1TruHealth Service Terms that these Fulfilment by 1TruHealth Service Terms will deprive the Releasing Parties of each and all such Losses and prevent the Releasing Party from asserting any such Losses against the Released Parties, or any of them.
IN ADDITION TO THE DISCLAIMER IN SECTION 7 OF THE 1TruHealth Service Agreement, WE HEREBY DISCLAIM ANY DUTIES OF A BAILEE OR WAREHOUSEMAN, AND YOU HEREBY WAIVE ALL RIGHTS AND REMEDIES OF A BAILOR (WHETHER ARISING UNDER COMMON LAW OR STATUTE), RELATED TO OR ARISING OUT OF ANY POSSESSION, STORAGE OR SHIPMENT OF YOUR PRODUCTS BY US OR OUR AFFILIATES OR ANY OF OUR OR THEIR CONTRACTORS OR AGENTS.
F.14. Effect of Termination
Following any termination of the 1TruHealth Service Agreement or these FBA Service Terms in connection with a particular 1TruHealth Site, we will, as directed by you, return to you or dispose of the Units registered in connection with such 1TruHealth Site as provided in Section F-7. If you fail to direct us to return or dispose of the Units within thirty (30) days (or as otherwise specified in the applicable Programme Policy) after termination, then we may elect to return and/or dispose of the Units in whole or in part, as provided in Section F-7, and you will be deemed to have consented to our action. Upon any termination of these Fulfilment by 1TruHealth Service Terms in connection with a particular 1TruHealth Site, all rights and obligations of the parties under these Fulfilment by 1TruHealth Service Terms with regard to such 1TruHealth Site will be extinguished, except that the rights and obligations of the parties under Sections F-1, F-2, F-3, F-4, F-5, F-6, F-7, F-8, F-9, F-10, F-12, F-13 and F-14 with respect to Units received or stored by 1TruHealth as of the date of termination will survive the termination.
F.15. Tax Matters
You understand and acknowledge that storing Units at the fulfilment centres may create a tax presence for you in the applicable territory in which the Site Fulfilment Centre is located, and you will be solely responsible for any taxes owed as a result of such storage. If any Foreign Shipment Taxes or Your Taxes are assessed against us as a result of performing services for you in connection with the Fulfilment by 1TruHealth Programme or otherwise pursuant to these Fulfilment by 1TruHealth Service Terms, you will be responsible for such Foreign Shipment Taxes and Your Taxes and you will indemnify and hold 1TruHealth harmless from such Foreign Shipment Taxes and Your Taxes as provided in Section F-11 of these Fulfilment by 1TruHealth Service Terms. You acknowledge and agree that you are responsible for preparing and filing any applicable dispatch or arrival Intrastat returns. You acknowledge that under certain circumstances some ship to addresses in the applicable 1TruHealth Site may not be charged VAT. You acknowledge that you are responsible to handle any requests for refunds of VAT on shipments to these addresses where appropriate. F.16. Additional Representation In addition to your representations and warranties in Section 5 of the 1TruHealth Service Agreement, you represent and warrant to us that: (a) you have valid legal title to all Units and all necessary rights to distribute the Units and to perform under these FBA Service Terms; (b) you will deliver all Units to us in new condition (or in such condition otherwise described by you in the applicable Your Product listing) and in a merchantable condition; (c) all Units and their packaging will comply with all applicable marking, labeling and other requirements required by Law; (d) no Unit is or will be produced or manufactured, in whole or in part, by child labour or by convict or forced labour; (e) you and all of your subcontractors, agents and suppliers involved in producing or delivering Units will strictly adhere to all applicable Laws (including any Law in the countries where Units are produced or delivered, regarding the operation of their facilities and their business and labour practices, including working conditions, wages, hours and minimum ages of workers); and (f) that all Foreign-Eligible Products (i) can be lawfully exported from the applicable Country without any licence or other authorization, and (ii) can be lawfully imported into, and comply with all applicable Laws of, any Eligible Country.
Fulfilment by 1TruHealth Definitions
"1TruHealth Fulfilment Units" means Units fulfilled using Fulfilment by 1TruHealth that are sold through any of the 1TruHealth Sites.
"Fulfilment by 1TruHealth Excluded Product" means, with respect to any 1TruHealth Site you register Units in connection with, any Unit that is an Excluded Product, or is otherwise prohibited by the applicable Programme Policies.
"Foreign Address" means any mailing address that is not within the applicable Country.
"Fulfilment Request" means a request that you submit to us (in accordance with the standard methods for submission prescribed by us) to fulfil one or more Multi-Channel Fulfilment Units.
"Multi-Channel Fulfilment Units" has the meaning in Section F-2.
"Sellable Unit" means a Unit that is not an Unsuitable Unit.
“Seller Agreement” means the Selling on 1TruHealth Service Terms, any successor to any of these agreements, or any other similar agreement (as determined by 1TruHealth) between you and us that permits you to list and sell certain products and services via a particular 1TruHealth Site.
"Shipping Information" means with respect to any purchased Unit(s), the following information: the name of the recipient, the shipping address, the quantity of Units to be shipped, and any other shipping-related information we may reasonably request.
"Site Fulfilment Centre(s)" means the fulfilment centre(s) designated or used by 1TruHealth to store and fulfil Units in connection with a particular 1TruHealth Site.
"Unit" means a unit of Your Product that you deliver to 1TruHealth in connection with the FBA Programme in connection with a particular 1TruHealth Site.
"Unsuitable Unit" means a Unit: (a) that is defective, damaged, unfit for a particular purpose, or lacking required label(s); (b) the labels for which were not properly registered with 1TruHealth before shipment or do not match the product that was registered; (c) that is an Fulfilment by 1TruHealth Excluded Product or does not comply with the Agreement (including applicable Service Terms and Programme Policies); (d) that 1TruHealth determines is unsellable or unfulfillable; or (e) that 1TruHealth determines is otherwise unsuitable.
Selling on 1TruHealth Fee Schedule
When your item sells, 1TruHealth collects the amount paid by the buyer (including the item price and any shipping, gift wrap, or other charges). Shipping rates can be individualized by sellers.
Sellers pay a referral fee on each item sold. For all products, 1TruHealth deducts the applicable referral fee percentage calculated on the total sales price, solely excluding VAT and shipment fees. Referral fees are 15% and are VAT exclusive.
All payments due will be calculated on a 14-day basis and collected/forwarded, respectively.
Important information for international sellers
Before you start selling internationally on 1TruHealth's marketplace, there are important steps we recommend you take to ensure a great experience for you and for customers. Please review our International Sellers Rules set out below, as well as our Seller Services program policies applicable to the marketplace you want to list your products on. These rules are in addition to, and in no way limit, other seller obligations pursuant to contract or otherwise. Please make sure you understand and satisfy our rules and policies at any time and for each product you offer. Respect Local Laws We encourage you to familiarize yourself with all applicable local laws including product compliance. It is important that you read and understand the information on Europe Tax and Regulatory Considerations. Product requirements Product compliance (e.g. plugs, voltage, toys, pharmaceuticals, cosmetics, food, product documentation, age requirements)
For medicinal products:
A valid EU common logo URL, which indicates that you are registered to sell medicinal products; refer to the EU Common Logo URL
Environmental or health and safety requirements (e.g. REACH, CLP, WEEE, RoHS, batteries, packaging)
Markings/labeling (e.g. CE-marking for low voltage equipment)
Please also familiarize yourself with our Restricted Products lists applicable to the marketplace you want to list your products on
Public authority requirements Customs Note: You are not authorized to import goods in the name of 1TruHealth or to show 1TruHealth as the declarant, importer of record or consignee! Export controls Reporting obligations (e.g. Intrastat)
Taxation: please provide an EU VAT number and comply with local tax obligations. Here are some useful resources for tax information in Europe:
United Kingdom - HM Revenue and Customs (Online Registration)
Germany - Bundeszentralamt fuer Steuern
France - Ministere de l’economie et des finances
Italy - Agenzia Entrate
Spain - Agencia Tributaria
IP law restrictions on parallel import
Copyright levies (e.g. on certain reprographic devices) Intellectual property rights: please ensure that you have all intellectual property rights (e.g. patents, trademarks or copyrights) necessary for listing your products in the EU or selling them cross-border within the EU.
Manufacturer’s warranties should be valid in the country you intend to distribute.
Manage Customer Expectations
For seller-fulfilled orders shipped from outside the marketplace the product is listed on, you should provide an accurate shipping address in your seller profile.
Manage customer expectations by allowing a longer lead time to ship to cover shipping time from the dispatch location. Customers expect the products to be listed in local currency of the marketplace you list your products on. Make sure that your product sales price includes all taxes (including any VAT).
Provide Customer Service and Manage Customer Returns Please ensure that you are able to provide general customer service including handling customer’s VAT invoice requests in the language of the marketplace you list your products on. For seller-fulfilled products you need to provide a local returns address for the marketplace you list your products on. You can do this by engaging a third-party company that can provide local return addresses for your international orders, e.g. InterCultural Elements. Alternatively you can also offer your buyers free shipment for customer returns to your home country address. For Fulfilment by 1TruHealth unit removals you need to provide a returns address in the country of the fulfillment center to which you send your products unless 1TruHealth explicitly offers an alternative solution. Please note that without a local returns address your products cannot be returned and may need to be disposed without reimbursement to you. Note: For units fulfilled by 1TruHealth, customer service related to packaging, handling and shipment as well as receiving and processing customer returns are handled by 1TruHealth.
Use Fulfillment By 1TruHealth: It is important that you understand that you (or your freight forwarder) will have to be listed as importer/consignee and nominate a customs broker. Also please note that all your goods sent to fulfillment centers need to be sent under Delivery Duty Paid Destination freight terms with all relevant import duties, import VAT and other taxes paid by you. Avoid possible rejected shipments and related costs by complying with these terms. Remember: You are also responsible for any charges or claims as well as for arranging redelivery of goods
Please make sure you label all Fulfilment by 1TruHealth products with a barcode provided by 1TruHealth’s system.
Provide your payment methods Please provide a bank account in one of the countries supported by 1TruHealth. You also might need to enter credit card information from a credit card acceptable by 1TruHealth.
Our International Seller Rules are program requirements and not intended as legal or tax advice. You are encouraged to consult with a legal counsel or tax adviser if you have questions about the laws and regulations concerning your offer and sale on 1TruHealth’s European marketplaces. The list of EU issues is not exhaustive and the information available at the external links provided has not been prepared, reviewed or approved by 1TruHealth in any way and may be incomplete, inaccurate or out-dated.
Selling Policies and Seller Code of Conduct
All sellers are expected to adhere to the following policies when listing products on 1TruHealth. Seller offenses and prohibited content can result in suspension of your 1TruHealth listing. Misuse of the 1TruHealth selling website As a community, all sellers are able to access and use the 1TruHealth selling website. If a seller uploads excessive amounts of data repeatedly, or otherwise uses the website in an excessive or unreasonable way, it can create a disproportional load on the website and impair the ability of other sellers to easily access and use the website. If a seller is misusing or making excessive or unreasonable use of the 1TruHealth selling website, 1TruHealth may in its sole discretion restrict or block access to product feeds or any other website functions that are being misused until the seller stops the misuse. Seller code of conduct 1TruHealth enables you to reach customers. We strive to ensure a fair and trustworthy buyer and seller experience. At 1TruHealth, we expect you to adhere to the code of conduct principles outlined below. Violation of the code of conduct principles may result in the loss of your selling privileges and removal from 1TruHealth Marketplace.
Seller Code of Conduct Principles:
Adhere to all applicable laws and abide by all 1TruHealth policies. Maintain current account information. Never misrepresent yourself. Always act in a manner that ensures a trustworthy experience for 1TruHealth customers. Never list products that may cause harm to 1TruHealth customers. Never engage in any misleading, inappropriate or offensive behavior. This applies to all your activities, including but not limited to: Information provided on your account Information provided in listings, content or images Communication between you and 1TruHealth or you and our customers Act fairly at all times. Unfair behavior includes but is not limited to the following: Behavior that could be deemed as manipulation or "gaming" of any part of the buying or selling experience Actions that could be perceived as manipulating customer reviews, including by directly or indirectly contributing false, misleading or inauthentic content Activities that could be perceived as attempting to manipulate 1TruHealth's search results or sales rankings
Actions that intentionally damage another seller, their listings or their ratings
EU Regulation on the Provision of Food Information to Consumers
On December 13, 2014, the new EU Regulation (No. 1169/2011) on the provision of food information to consumers (EU) came into effect. As a result of this new regulation, it may
be necessary to provide customers with some additional information for certain food products,
including mandatory nutritional information where applicable.
As per this regulation and with effect from December 13, 2014, all the information that is currently mandatory to print on product packaging must now also be provided to customers on the Product Detail Page on 1TruHealth. If you have an active offer on any products for which this mandatory information must be displayed, it is your responsibility to ensure that this information is present, correct and up-to-date at all times.
You can add information by uploading additional images that display food information on the product packaging. In addition, the inventory file templates (flat files) for Food and Beverages and Health and Personal Care contain specific attributes that may be used to provide additional food information. See the table below for an overview of the attributes. To provide the attributes, please use the latest version of the inventory file template for Food and Beverages. From January 1, 2015 onwards please use the inventory file template for Health for dietary supplements, vitamins, minerals and medication (product type “Healthmisc”).
Ingredients (full list)
Instructions for Use
General Product Information
Product labeling To be specified
Ingredients To be specified
Net weight To be specified
Instructions for use To be specified.
Contact at Manufacturer To be specified
Country of origin To be specified
Trademark To be specified
Dosage Form To be specified
Portion Size To be specified
Energy (kJ) To be specified
Energy (kcal) To be specified
Fat To be specified
- Saturated Fatty Acids To be specified
Carbohydrates To be specified
- Sugar To be specified
Dietary fiber To be specified
Protein To be specified
Please note that you are solely responsible for ensuring that your offers meet the legal requirements. 1TruHealth cannot provide any legal advice. If you are unsure about the information that you need to provide for your product, or if you have any other questions about the legal requirements, we strongly recommend that you seek independent legal advice.