Seller Agreement

1 Role and Scope

utap.it operates an online marketplace platform that enables Sellers to offer products to customers through seller pages hosted on utap.it.

utap.it acts as the merchant of record, processes customer payments, and handles customer-facing billing, refunds, disputes, and payment operations.

Seller acts solely as an independent supplier of products. Nothing in this Agreement creates any employment, partnership, agency, franchise, or joint venture relationship between the parties.

Seller is solely responsible for

• Products offered through the Platform
• Product compliance and legality
• Shipping and fulfillment obligations
• Taxes and regulatory obligations
• Communications related to Seller products

2 Seller Eligibility and Account

Seller represents and warrants that they

• Are legally authorized to enter into this Agreement
• Have full authority to sell the offered products
• Provide accurate, complete, and current information
• Will comply with all applicable laws and Platform policies

utap.it may perform ongoing risk assessments of Seller accounts, products, transactions, payout activity, and customer complaints.

3 Products

Seller may offer only products that

• Are lawful and safe
• Do not infringe intellectual property or third-party rights
• Comply with Platform rules and applicable laws

Prohibited products include, but are not limited to

• Illegal products
• Weapons
• Hazardous materials
• Gambling-related products
• Infringing or counterfeit content
• Products prohibited by applicable law

Seller warrants that all product content (text, images, videos, branding, and materials) is owned by Seller or properly licensed, and does not infringe copyrights, trademarks, patents, or other third-party rights.

Seller is solely responsible for ensuring physical products comply with all applicable consumer protection laws, labeling requirements, import/export regulations, safety standards, and product compliance obligations.

4 Pricing, Payments and Payouts

Seller sets retail pricing through the Platform. All customer payments are processed by utap.it as merchant of record.

Stripe and Payment Processing

All payments and payouts are processed through Stripe, Inc. Seller must maintain a valid Stripe connected account in good standing in order to receive payouts. Seller is solely responsible for providing accurate payout, tax, business, and identity information and complying with Stripe requirements.

utap.it shall not be liable for delayed, withheld, frozen, rejected, or restricted payouts caused by Stripe, banks, compliance reviews, technical outages, regulatory obligations, or Seller's failure to complete verification procedures.

Payout Requests

Payouts are processed only upon Seller's explicit payout request submitted through the Platform. utap.it is under no obligation to automatically release payouts and may review, delay, reject, restrict, or withhold payout requests for fraud prevention, risk assessment, operational reasons, disputes or chargebacks, compliance reviews, or legal obligations.

Payout Eligibility — Digital Products

Payouts for digital products become eligible 15 days after purchase provided that no refund, dispute, or chargeback exists, and no investigation or policy violation is ongoing. All sales may be considered final unless required by law, the product is materially defective, or the product is substantially misrepresented.

Payout Eligibility — Physical Products

Payouts for physical products become eligible only after: Seller ships the product; valid tracking information is provided; delivery is confirmed; the statutory withdrawal period has expired; and no refund, dispute, or chargeback exists.

Product Fees by Subscription Plan

utap.it may offer different Seller subscription plans, including free and paid plans. Available features, visibility, limits, payout conditions, and fees may vary depending on the selected subscription plan.

Reserve Funds and Withholding Rights

utap.it may withhold payouts in whole or in part, maintain reserve balances, delay payout processing, offset liabilities against future payouts, and retain funds in anticipation of disputes or risk events. Reserve amounts and holding periods are determined solely by utap.it.

Currency Conversion

Payouts may be converted between currencies using exchange rates and fees determined by Stripe or payment providers. utap.it is not responsible for currency fluctuations, exchange rate differences, banking fees, or conversion losses.

5 Refunds, Disputes and Chargebacks

All refund requests must be submitted exclusively through the official refund form available on the Platform. Requests submitted outside the Platform may be rejected. The refund window for physical products begins upon confirmed delivery.

Seller bears full financial responsibility for refunds, disputes, chargebacks, product defects, delivery failures, policy violations, and legal violations. utap.it may recover losses by deducting from payouts, offsetting future payouts, retaining reserves, or requesting direct reimbursement.

6 Shipping and Fulfillment

Seller must ship products within stated timeframes, provide accurate tracking information, and fulfill orders professionally and lawfully. Failure to fulfill orders properly may result in withheld payouts, refunds, account restrictions, or termination.

Seller is solely responsible for shipping risks, customs obligations, taxes, import/export compliance, and delivery performance.

7 Customer Service

Seller must respond to customer inquiries within 3 business days and must communicate professionally and accurately. utap.it may intervene in customer disputes at its sole discretion.

8 Taxes

Seller is solely responsible for income taxes, VAT obligations, customs obligations, reporting obligations, and regulatory compliance. utap.it may collect, withhold, or remit taxes where required by law.

9 Intellectual Property

Seller retains ownership of Seller content. Seller grants utap.it a worldwide, non-exclusive, royalty-free license to host, display, distribute, promote, and reproduce Seller content for operation and marketing of the Platform.

Seller may not use utap.it trademarks, branding, or intellectual property without written permission. utap.it may remove content suspected of infringing third-party rights.

10 Fraud and Artificial Activity

Seller shall not engage in

• Fraudulent activity
• Fake or self-purchases
• Review manipulation
• Artificial traffic generation
• Payment abuse
• Policy circumvention

11 Monitoring and Audit

utap.it may audit Seller compliance, products, fulfillment activity, financial activity, and customer interactions at any time. Seller must provide requested information, records, and documentation upon request. Failure to cooperate may result in suspension or termination.

12 Liability and Indemnification

Seller assumes all risks associated with products, fulfillment, shipping, compliance, customer disputes, and content. Seller agrees to indemnify, defend, and hold harmless utap.it from any claims, damages, liabilities, fines, losses, costs, or expenses arising from Seller products, conduct, policy violations, violations of law, or third-party claims.

13 Force Majeure

utap.it shall not be liable for delays or failures caused by events beyond reasonable control, including natural disasters, cyberattacks, strikes, technical outages, governmental actions, pandemics, or internet or payment network failures.

14 Termination

Seller may terminate this Agreement by discontinuing use of the Platform. utap.it may suspend or terminate Seller accounts immediately for fraud, unsafe products, excessive disputes, legal risk, policy violations, or operational or reputational risk.

15 Governing Law and Dispute Resolution

This Agreement is governed by the laws of the United Kingdom. The parties agree to attempt good-faith resolution of disputes before litigation. Any disputes arising from this Agreement shall be resolved exclusively by the competent courts of the United Kingdom.

Seller agrees to comply with all applicable local laws regarding sales, taxes, consumer protection, and product compliance.

16 Changes to Agreement

utap.it may update or modify this Agreement at any time. Updated terms become effective immediately upon posting on the Platform. Continued use of the Platform constitutes acceptance of updated terms.

17 Electronic Acceptance

Seller agrees that electronic acceptance of this Agreement, account registration, or continued use of the Platform constitutes legally binding acceptance equivalent to a handwritten signature.

18 Contact