FROMTRIBE OÜ – VENDOR TERMS AND AGREEMENT
1. Parties and Acceptance
This Vendor Agreement (“Agreement”) is entered into between:
Fromtribe OÜ, a private limited company incorporated in Estonia, registry no. 17336307, having its registered address at Lootsa tn 5, 11415 Tallinn, Estonia (“From Tribe”, “we”, “our”, or “the Platform”);
and any business or individual accepted by From Tribe to offer goods for sale on the Platform (“Vendor”, “you”, or “your”).
By submitting an application, completing onboarding, or listing any product, the Vendor accepts this Agreement in full and agrees to be legally bound by its terms.
2. Definitions
For the purposes of this Agreement:
“Customer” means any natural person purchasing goods on the Platform.
“Platform” means the From Tribe online marketplace, website, and related applications operated by From Tribe OÜ.
“Order” means a confirmed purchase made by a Customer through the Platform.
“Commission” means the percentage retained by From Tribe on each completed Order, currently 13 percent (13 %) unless otherwise specified in Annex C.
“Payout” means the amount due to the Vendor after deduction of Commission, refunds, and transaction fees.
“Self-Billing Invoice” means an invoice created by From Tribe on behalf of the Vendor in accordance with Annex A.
“OSS VAT” means the EU One Stop Shop scheme under which From Tribe reports and remits Customer-side VAT.
“Stripe Connect” means the payment service provider used to process and distribute Order payments.
“Working Day” means any day other than Saturday, Sunday, or public holiday in Estonia.
3. Scope and Relationship
3.1 From Tribe operates a curated digital marketplace connecting Customers with independent Vendors.
3.2 From Tribe acts as an intermediary and deemed supplier under Article 14a of EU VAT Directive 2006/112/EC, collecting Customer payments, coordinating returns, and providing marketing and platform services.
3.3 The Vendor remains an independent business and is not an employee, partner, or agent of From Tribe.
3.4 The Vendor is solely responsible for its own business activities, including production, quality, safety, compliance, and taxation.
3.5 This Agreement does not create an exclusive relationship; the Vendor may sell products through other channels.
4. Vendor Obligations
4.1 Legal compliance – The Vendor shall ensure that all goods offered on the Platform comply with applicable EU and national laws, including consumer-protection, product-safety, labeling, packaging, and environmental requirements.
4.2 Accuracy of listings – All product descriptions, photos, and pricing must be complete, truthful, and not misleading.
4.3 Prohibited products – The Vendor may not list counterfeit, unsafe, infringing, or restricted goods (e.g., weapons, controlled substances, hazardous materials). From Tribe may remove any item at its discretion.
4.4 Fulfilment – The Vendor shall package and ship Orders within the dispatch deadlines defined by From Tribe and maintain proof of shipment.
4.5 Returns and warranties – The Vendor shall accept and process returns and warranty claims in accordance with EU consumer law and Clause 9 below.
4.6 Customer service – From Tribe provides first-line support; the Vendor must respond promptly (within 2 Working Days) to any escalated inquiries requiring product-specific input.
4.7 Taxes and registrations – From Tribe may provide general guidance regarding VAT registration or compliance but does not assume any tax obligations of the Vendor.”
4.8 Confidentiality – Information obtained through the Platform, including Customer data, pricing, and internal documentation, must be kept confidential and used solely for order fulfilment.
4.9 Indemnity – The Vendor indemnifies and holds harmless From Tribe against any claims arising from the Vendor’s breach, product defects, or infringement of third-party rights.
5. Product Listings and Intellectual Property
5.1 The Vendor shall provide product data, descriptions, photographs, and marketing materials that accurately represent each item.
5.2 By uploading or supplying materials to From Tribe, the Vendor grants From Tribe a perpetual, worldwide, royalty-free license to use, reproduce, modify, crop, overlay, translate, and display such materials for promotion, marketing, editorial content, and operation of the Platform.
5.3 The Vendor retains ownership of original materials but warrants that all content provided is lawfully owned or licensed and does not infringe third-party rights.
5.4 From Tribe may edit or remove content that does not meet brand or quality standards.
6. Orders, Payments and Payouts
6.1 Customers purchase products through the Platform. All payments are processed by Stripe Connect on behalf of Vendors. From Tribe does not manually receive or hold customer funds.
6.2 Stripe retains funds until the expiry of the 14-day EU withdrawal period following delivery. After this period and provided no return has been opened, Stripe releases payouts to the Vendor automatically.
6.3 Payouts equal the order amount minus commission, payment fees, and refund adjustments. All payouts are made in EUR unless otherwise agreed.
6.4 The Vendor authorises From Tribe and Stripe to offset future payouts for chargebacks, refunds, or errors.
6.5 Customers receive order invoices issued by From Tribe including local VAT under the OSS scheme.
7. Commission, Fees and Self-Billing
7.1 From Tribe charges a commission of 13 percent (13 %) of the gross sale price for each completed order unless amended in Annex C.
7.2 From Tribe is authorised to issue self-billed invoices on behalf of the Vendor for each payout cycle as set out in Annex A. The Vendor shall not issue separate invoices for the same transactions.
7.3 Self-billed invoices shall indicate the sale value, commission, and any VAT treated under reverse-charge mechanisms.
7.4 Commission is non-refundable once an order is successfully delivered and the return period has expired.
7.5 From Tribe may adjust the commission rate with 30 days’ notice by updating Annex C.
8. VAT and Tax Compliance
8.1 From Tribe is registered for Estonian VAT and participates in the EU One Stop Shop (OSS) scheme. From Tribe collects and remits customer-side VAT for EU consumer sales through Estonia.
8.2 Vendors are independent taxable persons responsible for their own income and VAT obligations in their respective jurisdictions. From Tribe’s VAT registration does not replace a Vendor’s local tax duties.
8.3 Cross-border sales to non-EU countries (UK, CH, NO and others) are treated as exports and zero-rated for EU VAT purposes. Vendors must retain proof of export and co-operate with From Tribe in supplying shipping or customs documentation.
8.4 From Tribe may decide to collect and remit VAT on behalf of Vendors once operationally required or legally mandated under EU law, and shall notify Vendors of any such change.
8.5 All tax withholdings and charges applicable in the Vendor’s country remain the Vendor’s responsibility.
9. Returns, Refunds and Warranties
9.1 Customers have the right to withdraw from a purchase within 14 days of delivery in accordance with EU consumer law.
9.2 From Tribe coordinates communication about returns and notifies the Vendor when a Customer opens a return.
9.3 The Vendor must receive, inspect, and confirm the condition of the returned goods within 7 Working Days of receipt.
9.4 Where the Customer is entitled to a refund, the Vendor authorises From Tribe to process the refund payment through Stripe Connect on the Vendor’s behalf.
9.5 Returned products shall be restocked or disposed of at the Vendor’s expense unless otherwise agreed.
9.6 Each product is covered by the two-year EU legal guarantee against non-conformity. The Vendor is responsible for repairs, replacement, or refund as required by law.
9.7 Products that are custom-made, hygiene-sealed, or otherwise exempt under EU law may be excluded from the 14-day withdrawal right if properly disclosed on the product page.
10. Data Protection and Confidentiality
10.1 From Tribe acts as the data controller for all Customer personal data processed through the Platform. The Vendor acts as an independent data controller for any personal data it receives solely for the purpose of order fulfilment. Each party determines its own lawful basis for processing and remains responsible for its respective compliance with Regulation (EU) 2016/679 (“GDPR”) and any applicable national data-protection laws.
10.2 Both parties shall process personal data lawfully, fairly, and transparently, and only to the extent necessary for performing their obligations under this Agreement. Each party shall maintain a record of processing activities and implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk.
10.3 The Vendor may use Customer data only for order fulfilment, delivery, and after-sales support. The Vendor shall not use such data for direct marketing, profiling, or any unrelated purpose without the Customer’s explicit, informed consent.
10.4 Each party shall notify the other without undue delay and in any event within seventy-two (72) hours after becoming aware of a personal-data breach that is likely to result in a risk to the rights and freedoms of natural persons. The notification shall include at least:
(a) a description of the nature of the breach and, where possible, the categories and approximate number of data subjects and records affected;
(b) the likely consequences of the breach; and
(c) the measures taken or proposed to address it.
10.5 Each party shall cooperate in good faith to investigate, mitigate, and remedy any personal-data breach and to comply with notification obligations to supervisory authorities or affected data subjects.
10.6 Confidential information exchanged between the parties, including business data, Customer information, and pricing, shall be kept strictly confidential and used solely for performing this Agreement. Confidentiality obligations survive termination.
10.7 From Tribe may collect, compile, and analyse data generated through the Platform, including transactional and behavioural information relating to sales, customers, and Vendors. All such data will be used only in aggregated or anonymized form and will not identify any individual Customer or Vendor. From Tribe retains all rights, title, and interest in such aggregated data and derived analytics, which may be used for improving the Platform, industry research, and commercial purposes, including resale or publication of market insights.
11. Liability and Indemnity
11.1 The Vendor is fully liable for the quality, safety, and compliance of its products and for any claims arising from defective or illegal goods.
11.2 From Tribe’s total aggregate liability to the Vendor under or in connection with this Agreement, whether in contract, tort, or otherwise, shall in no case exceed the total amount of Commission actually earned by From Tribe from that Vendor during the twelve (12)-month period immediately preceding the event or first event giving rise to the relevant claim (the “Rolling 12-Month Period”). The liability cap applies cumulatively to all claims arising during that Rolling 12-Month Period. In no event shall From Tribe’s aggregate liability exceed the greater of EUR 10,000 or fifty percent (50%) of the total Commission earned by From Tribe from that Vendor during the Rolling 12-Month Period.
11.3 Except in cases of gross negligence, wilful misconduct, or fraud by From Tribe, From Tribe shall not be liable for any indirect, consequential, incidental, special, or punitive damages, including loss of profits, revenue, data, or business interruption, even if From Tribe has been advised of the possibility of such loss.
11.4 The Vendor agrees to indemnify and hold From Tribe harmless against any third-party claims, damages, or expenses arising from the Vendor’s breach of this Agreement or violation of law.
11.5 Nothing in this Agreement excludes liability for fraud or intentional misconduct.
12. Suspension and Termination
12.1 Either party may terminate this Agreement for convenience with thirty (30) days’ written notice.
12.2 From Tribe may suspend or terminate the Vendor’s account immediately, without prior notice, in cases of fraud, illegal activity, or actions that create an immediate and material reputational risk to From Tribe, its partners, or the Platform.
For all other cases of material breach or misconduct, From Tribe shall provide written notice of the alleged breach and allow the Vendor seven (7) days to respond or remedy the issue. If the Vendor fails to do so, From Tribe may proceed with suspension or termination.
Grounds for suspension or termination include, but are not limited to, fraud, illegal activity, public defamation of From Tribe or its partners, repeated non-compliance with legal, quality, or communication standards, or actions that may damage the integrity or trust of the From Tribe community.
12.3 Upon termination, all pending Orders must be fulfilled and outstanding payouts will be settled after deduction of any refunds or charges.
12.4 The provisions of this Agreement that by their nature should survive termination shall remain in full force and effect, including but not limited to clauses on Intellectual Property, Payments and Self-Billing, Data Protection and Confidentiality, Liability and Indemnity, and Governing Law and Dispute Resolution.
13. Governing Law and Dispute Resolution
13.1 This Agreement is governed by and construed in accordance with the laws of Estonia.
13.2 The parties shall first seek to resolve any dispute through good-faith negotiation or mediation in Tallinn.
13.3 If no resolution is reached within thirty (30) days, the dispute shall be submitted to the exclusive jurisdiction of the Harju County Court in Tallinn, Estonia. Disputes shall first be referred to mediation under the Estonian Chamber of Commerce and Industry Mediation Rules before proceeding to court.
13.4 If any provision is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.
14. Miscellaneous
14.1 From Tribe may update this Agreement from time to time by publishing a new version on the Platform and notifying Vendors by email. Continued use after notice constitutes acceptance.
14.2 Neither party may assign this Agreement without the other’s consent, except that From Tribe may assign it to a successor in a merger or acquisition.
14.3 Notices shall be sent by email to the addresses registered on the Vendor dashboard.
14.4 This Agreement constitutes the entire understanding between the parties and supersedes all prior discussions or agreements.
14.5 All formal notices, communications, or legal correspondence under this Agreement shall be sent via the Vendor’s registered email address or through the From Tribe Vendor Dashboard.
Notifications sent using these channels shall be deemed received:
(a) immediately if sent through the Dashboard; or
(b) within one (1) working day if sent by email, unless returned undelivered.
The Vendor is responsible for maintaining a valid and monitored contact email address at all times.
15. Force Majeure
15.1 Neither party shall be liable for any delay or failure in performing its obligations under this Agreement if such delay or failure results from events, circumstances, or causes beyond its reasonable control (“Force Majeure Event”).
Force Majeure Events include, but are not limited to, acts of God, natural disasters, fire, flood, earthquake, pandemic, epidemic, war, terrorism, civil commotion, strikes or labour disputes, interruption or failure of electricity, internet or telecommunications networks, embargoes, acts of government or regulatory authority, third-party service outages (including payment processors such as Stripe) or regulatory or legislative changes that materially affect the operation of the Platform.
15.2 The affected party shall:
(a) notify the other party in writing as soon as reasonably practicable after becoming aware of the Force Majeure Event, providing reasonable details of its nature and expected duration; and
(b) use all reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as practicable.
15.3 If the Force Majeure Event continues for more than thirty (30) days, either party may terminate this Agreement upon written notice without liability, save for obligations accrued prior to the Force Majeure Event.
15.4 Payment obligations incurred before the Force Majeure Event shall remain due and payable in accordance with this Agreement.
Annex A – Self-Billing Authorisation
The Vendor authorises Fromtribe OÜ (registry no. 17336307, Lootsa tn 5, 11415 Tallinn, Estonia) to issue self-billed invoices on the Vendor’s behalf for all sales made through the Platform.
Each self-billed invoice will state the Vendor’s name, address, tax number (if applicable), invoice number, date, description of goods sold, gross amount, Commission, VAT treatment, and net payout.
Self-billing applies to every payout transaction processed by Stripe Connect. The Vendor agrees not to issue separate invoices for those same sales.
The Vendor confirms that the information supplied for invoicing (business name, tax registration, address, bank details) is correct and will be updated immediately if it changes.
The Vendor agrees that self-billing may include VAT shown as reverse-charge where applicable.
This authorisation remains in effect for as long as the Vendor sells on the Platform and may be revoked only in writing with thirty (30) days’ notice.
From Tribe shall send the Vendor a digital copy of each self-billed invoice for record-keeping.
Annex B – Non-EU Exports and Customs Rules
Sales to Customers located outside the European Union (including the United Kingdom, Switzerland, Norway, and other third countries) are treated as exports under EU VAT law and are zero-rated for VAT purposes, provided the goods physically leave the EU.
The Vendor is responsible for correctly declaring goods at export, completing all required customs documentation, and ensuring timely dispatch.
The Vendor must retain proof of export (e.g., courier tracking, customs declaration, or equivalent evidence) for at least seven (7) years from the end of the financial year in which the sale occurred and supply it to From Tribe upon request.
Default rule – DAP (Delivered at Place):
Unless otherwise agreed, all cross-border sales outside the EU are shipped on a Delivered at Place basis. The Customer is responsible for paying import VAT, customs duties, and any local taxes upon importation.
Optional DDP (Delivered Duty Paid) Service:
a. From Tribe may introduce a DDP option in selected markets (e.g., UK or Switzerland) where import VAT and duties are collected from the Customer at checkout and remitted by From Tribe or its logistics partner.
b. DDP applies only when explicitly enabled by From Tribe and confirmed in the Vendor dashboard or the relevant service addendum.
c. When DDP applies, From Tribe (or its appointed carrier) acts as the importer of record for customs clearance. The Vendor shall cooperate by providing accurate product data, HS codes, and documentation.
d. When DDP is not enabled, the Vendor remains the exporter of record and the Customer is the importer of record.
Vendors based outside the EU are responsible for compliance with all import/export and tax obligations in their own jurisdiction.
From Tribe may update export and customs procedures to comply with changing EU or destination-country regulations, giving Vendors reasonable notice.
Vendors established in Switzerland selling to Customers located in Switzerland shall be solely responsible for compliance with Swiss VAT and consumer-protection laws. From Tribe’s commission for such sales shall be treated as a cross-border B2B service subject to the reverse-charge mechanism. Where Swiss Vendors sell to EU Customers, the Vendor must comply with applicable import and VAT obligations, including the use of IOSS or other schemes, unless From Tribe explicitly assumes deemed-supplier status for those transactions.
Annex C – Commission and Fee Schedule
Standard Commission: 13 percent (13 %) of the gross sale price for each completed Order.
Payment Fees: Included in the Commission unless specified otherwise; Stripe’s transaction and currency-conversion fees are deducted automatically.
VAT on Commission: Commission fees are subject to Estonian VAT under the reverse-charge mechanism for EU Vendors.
Payout Currency: EUR unless From Tribe specifies another currency supported by Stripe Connect.
Commission Changes: From Tribe may amend the rate with thirty (30) days’ written notice to Vendors. Updated rates will appear in this Annex and on the Vendor dashboard.
Optional Add-on Services: From Tribe may offer Vendors optional or value-added services such as featured placement, marketing campaigns, photography, content production, logistics support, or subscription-based programs. Each such service will be governed by separate terms or an addendum describing its price, duration, renewal conditions, and cancellation policy. Unless otherwise stated, all optional services are billed in addition to the Commission and subject to the same payment and VAT rules as set out in this Agreement.