Vendor Terms of Service

Last updated: 10-09-2025

These Terms of Service ("Terms") apply to all vendors ("Vendor", "you") who use the Circulate Marketplace, operated by Circulate AB ("Circulate", "we", "us").
These Terms govern your use of our digital platform and services for listing, marketing, and selling packaging products to buyers (“Buyers”).

By creating an account or listing products on the Circulate Marketplace, you agree to be bound by these Terms.

1. Access to the Marketplace

1.1 You must register an account and be approved by Circulate before listing products.

1.2 Circulate may deny, suspend, or revoke access at its discretion, including in cases of non-compliance with these Terms, suspected fraud, or potential legal or reputational risk.

1.3 Scope of Services
Circulate provides an online marketplace platform (“the Marketplace”) where Vendors can list, market, and sell packaging products (“Products”) to buyers (“Buyers”).

The Marketplace may also include optional tools to assist Buyers in managing packaging needs, such as:

Order tracking
Planning
Restocking
Insights into spend and environmental impact

The Marketplace may also include optional tools to assist Vendors, such as:

Access to order data
Customer feedback
Analytics

Circulate facilitates transactions between Buyers and Vendors. For operational or logistical purposes, Circulate may, at its discretion, purchase Products in its own name and resell them to Buyers, without affecting the Vendor’s status as the seller of record for all other purposes.

1.4 Seller of Record
Unless otherwise agreed in writing, the Vendor remains the seller of record for all Products and is responsible for ensuring that Products comply with all applicable laws and regulations, including but not limited to VAT, labeling, safety, and intellectual property requirements.

All invoices and communications to Buyers must reflect the Vendor as the seller of record, unless Circulate acts as the reseller under clause 1.3.

2. Vendor Responsibilities

2.1 Information and Accuracy
You must provide and maintain complete, accurate, and up-to-date information about your business and products, including but not limited to: prices, product descriptions, minimum order quantities, images, material composition, customization options, country of origin, certifications, measurements, delivery terms, production methods, energy mix, environmental impact data, and delivery destinations. You must promptly notify Circulate of any changes. You must promptly notify Circulate of any changes.

2.2 Legal Compliance
You are responsible for ensuring that your materials and products, and the offer and sale of such products on the Marketplace:

Comply with all applicable laws and regulations (including VAT, labeling, safety, labor, environmental, and age-related requirements).
Do not contain sexually explicit, defamatory, or obscene material.
Do not infringe any third-party intellectual property rights, including copyright, trademarks, designs, and database rights.

2.3 Ethical and Sustainable Production
You represent and warrant that products are not produced, manufactured, assembled, or packaged using forced, prison, or child labor.
You will provide, upon request, the country of origin and any proof reasonably required by Circulate to verify ethical and legal compliance.

You must ensure that products are produced and shipped in an environmentally responsible manner, minimizing unnecessary materials and avoiding fossil-based plastics where feasible.

2.4 Pricing
Unless otherwise agreed in writing, you may update prices no more than once per calendar month by providing updated pricing to Circulate no later than the third (3rd) day of the month, to apply from the first day of the following month.
Prices confirmed to Buyers by Circulate are binding and may not be changed for those orders.

2.5 Buyer Enquiries and Quotes
You must respond promptly to Buyer enquiries and requests for quotations, and in any event within 48 hours, unless otherwise agreed.

3. Product Listings and Content

3.1 Ownership and License
You retain ownership of your brand and product information (“Content”).
By listing products on the Marketplace, you grant Circulate a non-exclusive, worldwide, royalty-free license to use, display, reproduce, adapt, translate, distribute, and promote your Content:

On the Marketplace
Through Circulate’s marketing channels (including email campaigns, online ads, and social media)
In offline sales materials, proposals, and presentations to prospective Buyers

This license remains in effect for as long as your products are listed on the Marketplace and for a reasonable period thereafter for historical, reporting, or marketing purposes (e.g., case studies).

3.2 Adaptations and Quality Control
Circulate may edit, adapt, or translate Content for clarity, accuracy, search engine optimisation, legal compliance, or to fit the Marketplace’s technical or design format, without altering its core meaning.

3.3 Responsibility for Content
You are responsible for ensuring that your Content is accurate, complete, up-to-date, and does not infringe any third-party intellectual property rights, including copyrights, trademarks, designs, and database rights.
You are also responsible for ensuring that Content does not contain any false, misleading, defamatory, obscene, or otherwise unlawful material.

4. Orders and Fulfillment

4.1 Sales Relationship
All sales contracts are between you (“Vendor”) and the Buyer. Circulate facilitates transactions via the Marketplace but does not take title to the goods, unless expressly agreed in writing for operational or logistical purposes under Clause 1.3.

4.2 Delivery Standards
You must deliver Products in the time, quality, and quantity set out in the Marketplace listing and the order confirmation. Failure to deliver on time or to the agreed specification may result in remedies including order cancellation, return of goods, or penalties where agreed.

For custom orders, a production variance of up to ±10% is acceptable.
For standard orders, no variance is accepted.

4.3 Vendor Liability for Products
You are solely responsible for ensuring that Products conform to the agreed specifications and are free from defects at the time of delivery.
You must promptly reimburse Buyers or replace Products that are defective, non-conforming, or otherwise in breach of contract.

4.4 Buyer Remedies
In the event of defective or non-conforming Products, the Buyer may choose to:
a) Receive a refund and cancel the order; or
b) Wait for replacement Products, which you must provide as quickly as possible.

The Buyer and Vendor may also agree in writing for the Buyer to retain faulty items at no cost or at an agreed discount. Unless otherwise agreed, you are responsible for arranging and paying for the collection or disposal of faulty goods.

4.5 Claims Process and Timelines
The Buyer is entitled to inspect the Products upon delivery.
Any claim for defects or non-conformity (“Claim”) must be made in writing within ten (10) business days of delivery and include supporting documentation. Claims made after this period are not valid unless required by applicable law.

Circulate will coordinate the claims process between the Buyer and Vendor.
You must respond promptly to any Claim, and in any event within two (2) business days of receipt, to agree on the resolution and minimise disruption to the Buyer.

5. Quality Guarantee

You warrant that all Products delivered to Buyers will:

Match the specifications set out in the order confirmation
Be free from defects in materials and workmanship at the time of delivery
Comply with all applicable laws and regulations

If a Product fails to meet this warranty, the claim and resolution process in Clause 4.5 will apply.

This warranty is in addition to, and does not limit, any rights the Buyer may have under applicable law.

6. Sustainability Requirements

6.1 Sustainable Production and Packaging
You must ensure that Products are produced, manufactured, assembled, and packaged in an environmentally responsible manner, including:

Minimising the use of unnecessary packaging
Avoiding fossil-based plastics where feasible
Using materials and processes with the lowest feasible environmental impact, given technical and commercial constraints

6.2 Transparency Obligations
Upon request, you will provide Circulate with accurate and up-to-date information regarding:

Material composition of Products and packaging
Country of origin for each Product
Production methods and energy mix used
Any available certifications or environmental impact data

6.3 ESG and EPR Support
You will support Circulate in meeting ESG and packaging Extended Producer Responsibility (EPR) reporting requirements, including providing reasonable assistance and documentation for data collection and reporting purposes.

7. Use of Buyer Data

7.1 Use of Buyer Data
Any Buyer data accessed through the Marketplace is confidential and may only be used for the purposes of fulfilling orders placed via the Marketplace.
You must handle all Buyer data in compliance with applicable data protection laws and Circulate’s Privacy Policy.

7.2 No In-Term Circumvention
During your participation in the Marketplace, you agree not to solicit, accept, or process orders outside the Marketplace from Buyers acquired through Circulate, unless agreed otherwise in writing with Circulate.

For Buyers who were your customers prior to joining the Marketplace, orders must be routed through the Marketplace during the term of this Agreement if required by the Buyer for reporting or data coverage purposes.

7.3 Remedies for Breach
A breach of this clause is considered a material breach of this Agreement and may result in suspension or termination of your Marketplace access.

7.4 Non-Circumvention and Audit Rights

a) Definition of Existing Customers – “Existing Customers” are Buyers who confirm directly to Circulate that they already had a commercial relationship with the Vendor before commencing transactions through the Marketplace. Any Buyer not confirmed as such is deemed a “New Customer” introduced through Circulate.

b) Open Book Policy – For New Customers, Vendor agrees to an open book policy. Circulate may, during the term of this Agreement and for twelve (12) months thereafter, review relevant sales data and charge applicable fees on revenue generated with such Buyers, whether or not the transactions are made through the Marketplace.

8. Fees and Commercial Terms

8.1 Fees
Fees for use of the Marketplace, including any transaction or sales commissions, are governed by a separate commercial agreement between you and Circulate.
Circulate may update fees in accordance with that agreement.

8.2 Pricing to Buyers
You will provide Circulate with accurate and up-to-date list prices for Products.
Circulate may determine the sales terms and pricing displayed to Buyers, provided these accurately reflect the list prices you have provided.

8.3 VAT Compliance
You are solely responsible for ensuring compliance with applicable VAT and other tax regulations in relation to transactions conducted via the Marketplace, including the correct calculation, display, and invoicing of VAT where required.

Circulate is not liable for any VAT discrepancies or non-compliance by you and may request documentation to verify compliance.

9. Confidentiality

9.1 Definition
“Confidential Information” means any non-public business, technical, financial, or other information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) in connection with this Agreement, whether in written, oral, or electronic form, that is marked or otherwise identified as confidential, or that a reasonable person would understand to be confidential under the circumstances.

9.2 Obligations
The Receiving Party will:
a) Keep the Confidential Information strictly confidential
b) Use it only for the purposes of fulfilling this Agreement
c) Take reasonable precautions to protect it from unauthorised access, use, or disclosure

9.3 Exceptions
Confidential Information does not include information that:

Is or becomes public through no fault of the Receiving Party
Was already lawfully known to the Receiving Party before disclosure
Is rightfully received from a third party without restriction
Is independently developed without use of the Disclosing Party’s Confidential Information
Must be disclosed under applicable law or by court order, provided the Receiving Party gives prompt notice (unless legally prohibited) and cooperates in any reasonable efforts to limit disclosure

9.4 Survival
These obligations survive for three (3) years after termination or expiry of this Agreement.

10. Termination

10.1 Term
This Agreement begins on the Effective Date and continues until terminated in accordance with this clause.

10.2 Termination for Convenience
Either party may terminate this Agreement by giving 3 months written notice to the other party.

10.3 Termination for Cause
Either party may terminate this Agreement with immediate effect by written notice if the other party:

Commits a material breach of this Agreement that is incapable of remedy; or
Commits a material breach capable of remedy and fails to cure it within fourteen (14) days of receiving written notice; or
Engages in fraud or conduct that creates a material legal or reputational risk for the terminating party.

10.4 Consequences of Termination
Upon termination:

All confirmed orders must still be fulfilled in accordance with their terms
Each party must return or destroy the other’s Confidential Information
The parties will cooperate in good faith to facilitate an orderly transition for any work in progress

11. Limitation of Liability

11.1 Exclusion of Indirect Loss
Neither party will be liable to the other for any indirect, incidental, special, consequential, or exemplary damages, including loss of profits, loss of revenue, loss of data, or business interruption, whether arising in contract, tort (including negligence), or otherwise, even if advised of the possibility of such damages.

11.2 Liability Cap
Except as provided in Clause 11.3, each party’s total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, will be limited to the total fees paid under this Agreement in the twelve (12) months immediately preceding the event giving rise to the claim.

11.3 Exceptions
Nothing in this clause limits or excludes liability for:
a) Death or personal injury caused by negligence
b) Fraud or fraudulent misrepresentation
c) Any other liability that cannot be limited or excluded under applicable law

11.4 Affiliates and Representatives
The exclusions and limitations in this clause apply to Circulate, its affiliates, and their respective directors, officers, employees, and contractors.

12. Governing Law

12.1 Governing Law
This Agreement and any dispute or claim arising out of or in connection with it, its subject matter, or its formation are governed by and construed in accordance with the laws of Sweden, without regard to its principles of conflicts of laws.

12.2 Dispute Resolution
The parties will first seek to resolve any dispute arising out of or in connection with this Agreement through good faith negotiation.
If the dispute cannot be resolved within thirty (30) days of written notice of the dispute, the parties will attempt to settle it by mediation before resorting to court proceedings.

12.3 Jurisdiction
If the dispute is not resolved by negotiation or mediation, each party irrevocably agrees that it will be resolved by the District Court of Stockholm, Sweden, as the court of first instance.

12.4 Language
If this Agreement is translated into any other language, the English version will prevail in case of any inconsistency.

If you have questions regarding these Terms, contact:
legal@circulate8.com