Vendor Terms & Conditions

Last Updated: December 10, 2021

 

This Vendor Partnership Agreement (the “Agreement”) and (the “Terms”) are intended to outline the rules, regulations and applicable policies of businesses on Synergy Marketplace (“Synergy”) or (the “Platform”) with the intention of selling goods and services (the “Vendors”).

This agreement is governed by the Synergy Marketplace Terms of Service and use of the Platform indicates your understanding and acceptance of the Synergy Terms of Service and the Shopify Terms of Service.

Synergy may update or modify this Agreement from time to time in its sole discretion. You may view the latest version of this agreement at any time on this webpage (https://synergy-marketplace.com/vendor-agreement).

 

Key Definitions

Vendors - Invited wholesale businesses that have completed onboarding and intend to sell goods and services on Synergy.

Buyers - Qualified businesses that have completed the Synergy Buyer’s Registration process and intend to purchase goods and services offered by Vendors on Synergy.

Vendor Success - The dedicated customer service team for Vendors. They may be reached by email at vendor-support@synergy-marketplace.com.

Showroom - The Dallas Market Center Showroom #7882 or #8090 operated by Synergy Marketplace. The Showroom is only available to Vendors with the PRO Vendor Membership.

 

1. Minimum Participation Standards

    a. Vendors must participate in the “Sample Box” once every calendar year.

    i. Synergy will not require any Vendor to submit products for free or at a reduced price. Synergy will accept discounted or free products at your sole discretion to reduce the overall cost of sending the samples, however.

    b. Vendors must make every effort to actively participate on the Platform, which may include responding to requests to participate in marketing campaigns, regularly meeting with your assigned Vendor Success Assistant, participating in the “Sample Box” or communicating with our Vendor Success or Support Teams.

    c. Vendors must complete their onboarding process, which includes uploading their full product catalog they wish to display, updating account settings as you see fit and completing your profile for public viewing within thirty 30 days of receiving your invitation to the Platform.

      2. Fraud & Poaching

      a. Synergy has developed a zero-tolerance policy on fraud. Fraud is defined as misleading or intentional deception for the purpose of financial or personal gain. Any instances of Fraud will be investigated by Synergy and may result in temporary account suspension or permanent dismissal from the Platform.

      b. Synergy has a strict no-poaching policy. Poaching is defined as any process that attempts to encourage, promote or incentivize Buyers away from Synergy in favor of any other payment processing solution. In addition to directing Buyers away from Synergy, poaching can be additionally defined as removing customer details from Synergy and using them for the purpose of transacting business outside of Synergy.

      3. Order Management

      a. Vendors must accept or reject all new orders within three (3) business days of receiving the confirmation email.
      i. Accepting an order indicates you intend to fulfill the order in accordance with Section 4(b).
      ii. Rejecting an order should only be done if you can not meet the standard outlined in Section 4(b). This may include an inventory error, product discontinuation or other reasonable error that prevents you from making a reasonable attempt to fulfill the order.
        b. Vendors may not reject more than one (1) order every ninety (90) days. Failure to adhere to this policy may result in temporary account suspension or permanent dismissal from the Platform.

        4. Shipping

        a. Vendors are responsible for the fulfillment of some orders as specified below.
        i. Vendors will receive an email confirmation titled "Order # Requires Fulfillment". Upon receipt of this email, vendors must fulfill orders in accordance with Section 4(b).
        ii. Vendors are encouraged to wait 1 (one) business day before fulfilling any orders to ensure the order is not fulfilled by Synergy.
        b. Vendors must fulfill orders within 21 (twenty-one) calendar days of receiving the initial order confirmation email.
        i. Upon receipt of the order confirmation email, if any doubt arises surrounding the requirement to fulfill the order, Vendors may contact Vendor Success to confirm their responsibility to fulfill the order and any waiting time caused by Vendor Success shall not apply against the Vendor's 21 (twenty-one) calendar day fulfillment requirement.
        c. Vendors are responsible for the configuration of their own shipping Ranges and Zones, the value or weight of their anticipated orders and the shipping cost thereof, respectively. Synergy is not responsible for any loss in shipping revenue, as further detailed in Section 7.
        d. Vendors must provide the following information when fulfilling an order:
        i. Tracking Number, exactly as provided by the carrier
        ii. Shipping Carrier, providing their common trade name (ie; FedEx or USPS)
        1. A Vendor may opt to include an optional shipping note and expected delivery date on each order during the fulfillment process. 

        5. Photography

        a. Vendors are required to submit high resolution photographs for any and all images they submit to the Platform. High resolution is defined as an image with a minimum of 720p photo quality, or the equivalent of a standard smartphone camera. Photos should present little background distractions and should appropriately display the product being photographed. Synergy reserves the right to temporarily remove any products that do not adhere to this standard until an alternative photograph is submitted that meets this standard. 

        6. Inventory Management, Product Catalog & Consistency

        a. Vendors agree to submit their complete product catalog in accordance with Section 1(c).
        b. Vendors must include the following when submitting a product catalog to Synergy:
        i. Product Name (the public display name shown to Buyers and in orders)
        ii. Product Image (Must meet the standards outlined in Section 5(a).)
        iii. Product Description (Must meet the standard outlined in Section 6(c).)
          c. Product Descriptions must contain an ample amount of information that clearly articulates the applicable nuances of your product catalog. From time to time your Vendor Success Assistant may encourage modifications to your descriptions based on Buyer feedback.
          d. Your product catalog pricing must be consistent with all other systems and channels in which your products are listed.
          e. Vendors are responsible for maintaining an up-to-date inventory count of all products they have entered onto the Platform.
          i. Vendors may opt to sync their products and subsequently, their inventory with their businesses’ Shopify store. Synergy is not responsible for any inventory inconsistencies caused as a result of this integration and Vendors are encouraged to regularly verify inventory counts on the Platform.

          7. Billing & Finance

          a. Withdrawals are defined as the process of direct depositing earned revenue from your orders minus applicable fees within twelve (12) business days of your order being shipped. You may expect your Withdraw to deposit into your configured checking account within two (2) business days after receiving the payout receipt by email. Synergy is not responsible for any delays caused by our payment processor, Stripe.
          b. Synergy deducts a 15.00% commission from the total order value, on all orders processed through the Platform. Synergy does not deduct commission on any shipping related fees you have configured previously, allowing you the full amount you have configured for shipping.
          i. In some instances, Synergy may not pay out shipping collected on an order of which Synergy was responsible for fulfillment. Please see Section 4 for more information.

          8. Pause & Vacation Mode

          a. Vendors may opt to enable Vacation Mode, which enables the Vendor to disable purchases for a set duration of time.
          i. Vacation mode does not automatically apply to any Showroom orders. In order to pause any Showroom orders, you must contact Vendor Success.
          b. Vendors may not enable Vacation Mode for more than 8 weeks at a time.
          c. Despite the features’ name, Vacation Mode may be enabled during peak time (trade shows, markets, etc.) and is not limited to when you’re physically on vacation.

          9. Buyer’s Claim Process

          a. Synergy will work directly with Buyers to resolve any issues of fraud, damaged items, missing items, shipping errors or any other issues a Buyer may encounter.
          b. In the event a claim is opened by a Buyer, Synergy will collect all relevant information and generate a claim case. The details of the case will be shared with the Vendor. Synergy will act as the intermediary between the Buyer and Vendor in order to resolve the claim.
          c. Vendors are responsible for responding to claims in a timely manner and work with the Claims Team of Synergy to resolve the issue.

          10. Prohibited Uses

          a. Vendors may not sell any products or services that may relate to any of the following categories:
          i. Firearms
          ii. Investment & credit services
          iii. Money and legal services
          iv. Virtual currency or stored value
          v. Intellectual property, or proprietary rights infringement
          vi. Counterfeit or unauthorized goods
          vii. Gambling
          viii. Regulated or illegal products and services
          ix. Adult content and services
          x. No-value-added services
          xi. Aggregation
          xii. Drug paraphernalia
          xiii. High risk businesses
          xiv. Politics or religion
            b. Vendors may not offer goods or services, or post or upload any content that exploit or abuse children, including but not limited to images or depictions of child abuse or sexual abuse, or that present children in a sexual manner.
            c. Vendors may not offer goods or services that claim to prevent, treat or cure COVID-19.
            d. Vendors may not post or upload any content that harasses, bullies, defames any specific individual or business.
            e. Vendors may not post or upload any content that promotes or condones hate or violence.
            f. Vendors may not offer goods or services that promote the contravention of the laws of the jurisdictions in which you operate or do business.
            g. Vendors may not offer goods or services that infringe on the copyright, trademark or patent rights of others.
            h. Vendors may not post or upload any content that contains or transmits malware, phishing or spam content.
            i. Vendors may not post or upload their personal information or that of others. This includes the Vendor’s business email address, phone number or that of any staff members or customers publicly on the Platform.
            j. Synergy Marketplace reserves the right to cooperate with law enforcement, and to involve and share information with law enforcement, government agencies in the event Synergy Marketplace suspects illegal activity may be taking place and where required by law.

            11. DMCA Notices

            a. Synergy protects the intellectual property rights of everyone and urges Vendors to do the same. Our policy is to respond to all notices of alleged copyright, trademark or patent infringement. If anyone suspects infringement, they may send us a DMCA Notice to Synergy’s designed agent using our DMCA Notice Form. Upon receiving a notice, we will fully investigate the claim and will expeditiously take the appropriate action, which may include removing individual products or entire Vendor accounts found in violation.
            b. Pursuant to sections 512(g)(2) and (3) of the US Copyright Act, Vendors may submit a counter notification. A counter notification must be submitted to Synergy’s designated agent by email (see Section 11(c)) within fourteen (14) calendar days of receiving a copy of the initial notice.
              Synergy’s Designed Agent:

              Synergy Marketplace Trust & Safety Department
              3905 Melcer Drive, Suite 506, Rowlett, Texas 75088
              legal@synergy-marketplace.com

               
              12. Term & Termination

              a. The term of this Agreement shall begin at the time the Vendor Agreement is signed and shall continue until terminated as outlined below.
              b. Synergy or the Vendor may opt to terminate this agreement at any time by providing written notice within 30 days of the expected termination date.
              c. Synergy reserves the right to terminate (or “dismiss”) your Vendor account status if you are found in violation of any of the above terms.

              13. Indemnification

              a. The Vendor shall fully indemnify, hold harmless and defend Synergy Marketplace and its directors, employees, stockholders and other Vendors from and against any claims, demands, actions, suits, damages, liabilities, losses, settlements, judgements, costs and expenses (including but not limited to reasonable attorneys’ fees and costs), whether or not involving a third party claim, which arise out of or relate to any act or omission of the Vendor.
              b. Synergy will fully indemnify, hold harmless and defend the Vendor and its directors, employees, stockholders from any third party claim arising from or related to: Synergy’s non-compliance with applications laws or allegations that the operation of the Platform infringes a third party’s intellectual property.

              14. Representations

              a. If the Vendor has a business, it is duly organized, validly existing and in good standing under the laws of the country in which the business is registered.
              b. The Vendor has all requisite right, power and authority to enter into this Agreement, perform its obligations, and grant the rights, licenses and authorizations in this Agreement
              c. The Vendor will comply with all applicable laws and regulations in performance of its obligations and exercise of its rights under this Agreement.

                 

                Synergy Marketplace LLC
                3905 Melcer Drive
                Suite 506
                Rowlett, Texas 75088
                help@synergy-marketplace.com