AqNova Seller Agreement & VendorTerms
AqNova Marketplace Policies & Disclosures
Section 1
AQNOVA MARKETPLACE
Global Legal Footer Framework
Comprehensive Compliance & Platform Governance Reference
SECTION 2.2
SELLER AGREEMENT & VENDOR TERMS
Master Agreement Governing All Vendor Relationships on the AqNova Platform
Effective Date: April 7, 2026 | Version 1.0 | Arivon Holding Corporation
| ⚠ IMPORTANT NOTICE TO VENDORS PLEASE READ THIS SELLER AGREEMENT CAREFULLY BEFORE COMPLETING VENDOR REGISTRATION. BY SUBMITTING A VENDOR APPLICATION, LISTING A PRODUCT, OR FULFILLING AN ORDER ON THE AQNOVA PLATFORM, YOU (THE VENDOR) AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT IN FULL. THIS AGREEMENT CONSTITUTES A BINDING CONTRACT BETWEEN YOU AND ARIVON HOLDING CORPORATION (AQNOVA). IF YOU DO NOT AGREE, DO NOT REGISTER AS A VENDOR. THIS AGREEMENT OPERATES ALONGSIDE THE PLATFORM TERMS & CONDITIONS (SECTION 2), WHICH ARE INCORPORATED HEREIN BY REFERENCE. |
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This Seller Agreement & Vendor Terms ("Vendor Agreement," "Agreement," or "this document") governs the complete relationship between AqNova Marketplace, operated by Arivon Holding Corporation ("AqNova," "we," "us," "our"), and any individual, sole trader, partnership, corporation, cooperative, or other legal entity ("Vendor," "Seller," "you," "your") that registers to sell products through the Platform.
This Agreement is a supplemental agreement to the Platform Terms & Conditions (Section 2) and is incorporated therein. In the event of a conflict between this Agreement and the Platform Terms & Conditions on vendor-specific matters, this Agreement governs. On all other matters, the Platform Terms & Conditions apply. Vendors are also subject to the Buyer Terms & Protection Policy (Section 2.1) to the extent it creates obligations on Vendors in relation to buyers.
| This Agreement Covers Six Core Areas: 2.2.1 — Vendor Eligibility, Onboarding & Identity Verification 2.2.2 — Listing Standards: Accuracy, Sustainability Claims & Image Requirements 2.2.3 — Commission Structure, Payout Schedules & Currency Disclosures 2.2.4 — Tax, Customs Duty & Export Compliance Obligations 2.2.5 — Termination, Account Suspension & Inventory Management 2.2.6 — Founding Vendor Program — Early-Access Terms & Conditions For dispute resolution procedures, see Platform Terms & Conditions Section 2.14. For data privacy obligations, see Privacy Policy (Section 3). For buyer protection obligations on Vendors, see Buyer Terms & Protection Policy (Section 2.1). |
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2.2.1 Vendor Eligibility, Onboarding & Identity Verification
A. Eligibility Requirements
To register as a Vendor on the AqNova Platform, applicants must meet all of the following eligibility requirements at the time of application and on a continuing basis throughout the term of this Agreement:
B. Onboarding Process
Vendor registration is completed through the following staged onboarding process. AqNova reserves the right to modify this process to meet evolving regulatory, fraud-prevention, or platform integrity requirements:
| Stage | Action Required | AqNova Response |
|---|---|---|
| 1 — Application | Submit vendor application form with business details, product categories, and country of establishment. | Application review within 3–5 Business Days. Email acknowledgment upon receipt. |
| 2 — Document Submission | Upload required identity and business verification documents (see Section 2.2.1.C). | Document review within 5–10 Business Days. Requests for additional information sent by email. |
| 3 — KYC/AML Screening | Automated and manual screening against sanctions lists, fraud databases, and adverse media sources. | Pass/fail notification. Failed screenings trigger enhanced review or rejection with written explanation. |
| 4 — Platform Agreement | Review and accept this Vendor Agreement, Platform T&C, and all applicable policies. | Agreement acceptance recorded with timestamp and IP address as binding evidence of acceptance. |
| 5 — Store Setup | Configure vendor storefront: business name, logo, bio, shipping origin, return policy, and bank/payout details. | Store setup reviewed for policy compliance within 2 Business Days of submission. |
| 6 — First Listing Review | Submit initial product listing(s) for compliance review. | First listings reviewed within 3–5 Business Days. Listing standards compliance confirmed before activation. |
| 7 — Account Activation | No action required. AqNova activates the vendor account. | Activation confirmation email sent. Vendor may begin listing and selling. |
C. Identity Verification & Required Documentation
All Vendors are required to complete identity verification and Know Your Customer (KYC) procedures prior to account activation and upon any significant account change. The required documentation varies by vendor type:
| Vendor Type | Required Documentation |
|---|---|
| Individual / Sole Trader | Government-issued photo ID (passport, national ID card, or driver's license); proof of address (utility bill, bank statement, or official government document dated within 90 days); personal tax identification number. |
| Private Limited Company / LLC / Corporation | Certificate of incorporation or equivalent formation document; articles of association or operating agreement; proof of registered business address; tax identification / business registration number; identity verification for all Ultimate Beneficial Owners (UBOs) holding 25% or more ownership. |
| Partnership | Partnership agreement or registration certificate; tax identification number; identity verification for all general partners. |
| Cooperative / Social Enterprise | Governing documents (bylaws, cooperative rules, or constitution); registration certificate from applicable authority; identity verification for authorized signatories. |
| Non-Governmental Organization / Charity (where permitted) | Certificate of registration as NGO or charity; governing documents; identity verification for authorized signatories; confirmation of commercial authority. |
| High-Volume / Enterprise Vendors (annual GMV > USD $250,000) | All documents above PLUS: audited financial statements for the most recent fiscal year; completed AML questionnaire; beneficial ownership declaration; and a designated compliance contact. |
AqNova processes verification documents in compliance with applicable data protection law, including GDPR, UK GDPR, CCPA/CPRA, PIPEDA, LGPD, and equivalent national frameworks. Document data is used solely for verification, fraud prevention, and regulatory compliance purposes and is handled in accordance with the AqNova Privacy Policy (Section 3).
D. Sanctions Screening & Ongoing Compliance
AqNova conducts sanctions and compliance screening of all vendor applicants against the following lists and databases prior to account activation, and on a periodic ongoing basis throughout the term of this Agreement:
Vendors have an ongoing obligation to notify AqNova immediately at compliance@aqnova.co if they become subject to sanctions designation, debarment, or any legal order prohibiting commercial activity. AqNova may suspend or terminate a vendor account immediately upon discovering any sanctions match, without prior notice, and is not required to disclose the specific basis for such action where prohibited by applicable law.
E. Vendor Representations & Warranties at Onboarding
By completing the onboarding process, each Vendor represents, warrants, and covenants to AqNova that:
2.2.2 Listing Standards: Accuracy, Sustainability Claims & Image Requirements
A. General Listing Accuracy Standards
Every product listed on the AqNova Platform must comply with AqNova's listing standards, which reflect both Platform policy requirements and applicable legal obligations in the jurisdictions where products are sold. Vendors are solely responsible for the accuracy, completeness, and legality of all listing content they submit.
Each product listing must contain, at minimum:
B. Prohibited Listing Practices
The following listing practices are strictly prohibited and constitute a material breach of this Agreement:
C. Sustainability Claims — Substantiation Requirements
AqNova is a curated marketplace for sustainable, organic, and eco-friendly products. The integrity of sustainability claims is fundamental to the Platform's value proposition and to Buyer trust. Vendors making any sustainability-related claim — whether in product titles, descriptions, images, or marketing copy — must comply with the following substantiation requirements.
| AqNova Sustainability Claims Framework AqNova applies a tiered verification model for sustainability claims: Tier 1 — Certified Claims: Claims backed by recognized third-party certification. Requirement: Valid, current certification document on file with AqNova. Examples: USDA Organic, EU Organic (EC 834/2007), Fair Trade, Rainforest Alliance, B Corp, FSC, GOTS, Oeko-Tex, EcoCert, Carbon Trust, Energy Star. Tier 2 — Substantiated Claims: Claims based on verifiable data or auditable evidence. Requirement: Supporting documentation (test results, supply chain audit, LCA) on file. Examples: 'Made from 80% recycled materials,' 'Carbon footprint reduced by 40%,' 'Biodegradable within 180 days under industrial composting conditions.' Tier 3 — Aspirational / Brand Claims: General brand positioning statements. Requirement: Claims must be accurate, not misleading, and not imply certification or measurable impact without substantiation. Examples: 'Committed to sustainability,' 'Eco-conscious brand.' PROHIBITED: 'The most sustainable product in its category' (superlative without evidence). |
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Jurisdiction-Specific Green Claims Compliance
Vendors making sustainability claims must comply with applicable green marketing regulations in every jurisdiction where their products are sold:
| Jurisdiction / Regulation | Key Green Claims Requirements |
|---|---|
| United States — FTC Green Guides (16 C.F.R. Part 260) | Environmental claims must be truthful, non-deceptive, and supported by competent and reliable scientific evidence. Unqualified "recyclable" and "biodegradable" claims require clear substantiation. "Carbon neutral" claims must reflect a verified, credible methodology. |
| United States — FTC Endorsement Guides (16 C.F.R. Part 255) | Influencer-endorsed or third-party certified sustainability claims must disclose the material basis for the certification and any material connection between the endorser and the Vendor. |
| European Union — EU Green Claims Directive (Proposed) | Environmental claims must be independently verified before publication. Generic claims (e.g., "eco-friendly," "green," "nature-friendly") without substantiation are prohibited. Claims based on carbon offsetting must disclose offsetting methodology. |
| European Union — Empowering Consumers Directive (2024/825/EU) | Durability information must be disclosed where material. Premature obsolescence claims prohibited. Sustainability labels must be based on approved certification schemes. |
| United Kingdom — CMA Green Claims Code | Six principles: claims must be truthful and accurate; substantiated; clear and unambiguous; not omit material information; fair and meaningful comparisons; and take into account the full lifecycle of the product where relevant. |
| Canada — Competition Bureau Environmental Claims Guide | Environmental claims must be accurate, verifiable, and not misleading. Life cycle considerations required for holistic environmental claims. Claims must reflect current, credible scientific knowledge. |
| Australia — ACCC Environmental Claims Guidelines | Specific and accurate claims required. Vague terms like 'environmentally friendly' without qualification may constitute misleading conduct under Australian Consumer Law. |
| Brazil — CONAMA & INMETRO sustainability labeling | Eco-labeling must comply with ABNT NBR ISO 14020 series. Claims must not be misleading and must be substantiated per ANVISA and applicable agency standards. |
| Nigeria / West Africa — NESREA regulations | Environmental performance claims must comply with NESREA (National Environmental Standards and Regulations Enforcement Agency) applicable standards and cannot misrepresent environmental impact. |
| South Africa — CPA & Green Marketing | Environmental claims subject to the Consumer Protection Act 2008 prohibition on false representations. SABS (South African Bureau of Standards) certification preferred for certified claims. |
Vendors who are found to have made false, misleading, or unsubstantiated sustainability claims are in material breach of this Agreement. AqNova reserves the right to remove non-compliant listings immediately, require corrective action, and disclose compliance failures to applicable regulatory authorities where required by law.
D. Product Image Requirements
All product images submitted by Vendors must comply with the following standards:
E. Pre-Listing Compliance Review
AqNova conducts a compliance review of all first listings submitted by new Vendors and reserves the right to review any listing at any time. AqNova may: (a) approve a listing for immediate publication; (b) request revisions with specific guidance before approval; (c) reject a listing with written explanation; or (d) escalate a listing for enhanced review where a complex compliance question arises.
Automated listing screening tools are deployed to identify potential violations of listing standards, prohibited products, IP conflicts, and sustainability claim issues. Automated flags trigger manual review by AqNova's compliance team. Vendors who disagree with a listing rejection may appeal to listings@aqnova.co within 14 days of the rejection notice.
2.2.3 Commission Structure, Payout Schedules & Currency Disclosures
A. Platform Fee Structure
AqNova charges Vendors Platform Fees in accordance with the current fee schedule. The fee structure consists of three components: (1) a transaction commission applied to each completed sale; (2) a monthly or annual seller subscription plan fee; and (3) optional value-added service fees for enhanced features.
| AqNova Commission Structure — Overview Transaction Commission: Applied as a percentage of Gross Merchandise Value (GMV) per completed sale. Commission rates are segmented by product tier and seller plan as follows: Standard Rate Range: 12% – 22% of GMV (category-dependent) Blended Effective Rate: 20%+ platform-wide average (investor-disclosed target) Commission is calculated on the total transaction value including product price and seller-charged shipping fees, EXCLUDING applicable taxes collected and remitted by AqNova. Full commission schedule by product category is published at [aqnova.co/fees]. Vendors are notified 30 days in advance of any commission rate changes. |
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B. Seller Subscription Plans
Vendors select a seller subscription plan at onboarding. The current plan tiers are:
| Plan | Monthly Fee | Key Features | Target Vendor Profile |
|---|---|---|---|
| Pay-As-You-Grow | No monthly fee | Higher per-transaction commission rate; standard listing features; basic analytics; standard payout cycle. | Early-stage vendors; low-volume sellers testing the Platform. |
| Premium | Fixed monthly rate (see fee schedule) | Reduced commission rate; priority listing placement; enhanced analytics dashboard; dedicated onboarding support; faster payout cycle. | Established vendors; medium-to-high volume sellers. |
| Africa / LatAm Growth | Reduced regional rate (see fee schedule) | Regionally adjusted commission rates; local payment method support; multilingual listing support; regional compliance guidance. | Vendors based in or primarily serving Africa and Latin America. |
| Enterprise | Custom negotiated | Bespoke commission rates; dedicated account manager; API integration support; custom payout arrangements; co-marketing opportunities. | Large-scale vendors; manufacturers; exclusive brand partners. |
Subscription plans are billed monthly or annually (annual plans are discounted as published in the fee schedule). Plan changes take effect at the start of the next billing cycle. Downgrades from Premium or Enterprise to Pay-As-You-Grow are subject to a 30-day notice period. AqNova reserves the right to modify plan pricing with 30 days' advance notice.
C. Gross Merchandise Value (GMV) Calculation
For each completed Transaction, the GMV — the basis for commission calculation — is defined as:
| GMV Calculation Formula GMV = Product Sale Price + Vendor-Charged Shipping Fee EXCLUDED from GMV (not subject to commission): — Taxes collected and remitted by AqNova as marketplace facilitator — AqNova-administered buyer protection insurance fees (where applicable) — Refunded amounts for cancelled or returned orders — Chargeback amounts reversed to buyers Net Payout = GMV — Transaction Commission — Subscription Fee Proration — Payment Processing Fee — Applicable Reserves |
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D. Payout Schedule
Vendor payouts are processed according to the following schedule, subject to applicable holds, reserves, and verification requirements:
| Seller Plan | Payout Cycle | Settlement Method & Conditions |
|---|---|---|
| Pay-As-You-Grow | Bi-weekly (every 14 days) | Payout initiated on Day 14 following order completion and delivery confirmation. Minimum payout threshold: USD $50 (or regional equivalent). Amounts below threshold roll to next cycle. |
| Premium | Weekly (every 7 days) | Payout initiated on Day 7 following order completion and delivery confirmation. Minimum payout threshold: USD $25 (or regional equivalent). |
| Africa / LatAm Growth | Bi-weekly (every 14 days) | Payout via local payment methods (M-Pesa, MTN MoMo, PIX, SPEI, local bank transfer). Minimum payout threshold: regional equivalent of USD $25. Local banking fees deducted at source. |
| Enterprise | Custom (per agreement) | Payout schedule, method, and thresholds negotiated in Enterprise addendum. Standard terms apply in absence of executed addendum. |
| All Plans — New Vendors | First payout: 21-day hold | First payout for all new vendors is subject to a 21-day account maturity hold from the date of first completed sale. Subsequent payouts follow standard plan cycle. |
| All Plans — Returns Period Active | Held during return window | Payouts for transactions within the active return window may be partially held in reserve (up to 20% of payout value) and released upon expiry of the applicable return window without claim. |
E. Payment Holds & Reserves
AqNova reserves the right to hold or withhold vendor payouts in the following circumstances, each of which constitutes a legitimate operational or legal basis for the hold:
Held funds are released as soon as the basis for the hold is resolved. Where a hold is maintained for more than 90 days without resolution (other than for court orders or law enforcement holds), AqNova will provide the Vendor with a written status update and an anticipated timeline for resolution. AqNova does not earn interest on held funds and does not share any interest earned on pooled vendor settlement accounts with individual Vendors, except as required by applicable law.
F. Currency, FX & International Payouts
The Platform supports multi-currency transactions. The following disclosures apply to all cross-currency and international payout arrangements:
G. Tax Documentation & Reporting
AqNova will issue applicable tax information reporting documents to Vendors as required by law. Vendors are responsible for providing accurate taxpayer identification information and updating it promptly upon any change. Failure to provide required tax information may result in withholding of payouts at the applicable statutory withholding rate until compliant information is received.
| Jurisdiction | Tax Reporting Document & Threshold |
|---|---|
| United States | IRS Form 1099-K issued annually for vendors with USD $600+ in gross payments (effective 2024 onwards per IRS Notice 2023-74). EIN or SSN required. |
| Canada | T4A slip issued for applicable payments. Business Number (BN) or SIN required. HST/GST registration number required for applicable vendors. |
| European Union | DAC7 Reporting: AqNova reports Vendor data to applicable EU tax authorities under DAC7 (Council Directive 2021/514/EU) for vendors earning above EUR 2,000 or completing more than 30 transactions per year on the Platform. |
| United Kingdom | HMRC Digital Platform Reporting (DPR): UK equivalent of DAC7. AqNova reports Vendor data to HMRC for qualifying UK vendors. |
| Brazil | CNPJ or CPF required. Revenue reporting to Receita Federal applicable per thresholds. |
| India | TCS (Tax Collected at Source) at prescribed rate under Section 52 CGST Act 2017. PAN/GSTIN required. |
| Nigeria | TIN (Tax Identification Number) required. Withholding tax on applicable payments per FIRS guidelines. |
| Australia | ABN required. TPAR (Taxable Payments Annual Report) may apply. GST registration required for vendors with AUD $75,000+ annual turnover. |
| All other jurisdictions | AqNova will issue applicable reporting documents and apply withholding as required by local law. Vendors must provide tax identification as requested. |
2.2.4 Tax, Customs Duty & Export Compliance Obligations
A. Vendor Tax Obligations
Vendors are solely and exclusively responsible for all tax obligations arising from their sales activities on the Platform that are not expressly assumed by AqNova under marketplace facilitator or deemed supplier rules. These include, without limitation:
Vendors acknowledge that AqNova's assumption of marketplace facilitator tax collection obligations (where applicable) does not relieve Vendors of their independent tax obligations, including income tax filings, VAT registration in jurisdictions where required, and compliance with applicable tax treaties.
B. VAT & GST Registration Requirements
Vendors selling into jurisdictions with registration thresholds for VAT, GST, or equivalent taxes bear sole responsibility for monitoring whether their sales volume triggers a registration obligation. The following key thresholds are provided for reference only — Vendors must verify current thresholds with their tax advisors, as these are subject to legislative change:
| Jurisdiction | Registration Threshold | Notes |
|---|---|---|
| European Union (OSS / IOSS) | EUR 10,000 annual cross-border B2C sales | Below threshold: home country VAT applies. Above threshold: OSS registration required or per-country registration. |
| United Kingdom | GBP 90,000 taxable turnover (2024/25) | Applies to UK-established sellers. Non-UK sellers: from first sale to UK consumers. |
| Canada (GST/HST) | CAD $30,000 in any 12-month period | Non-resident vendors supplying digital services to Canadian consumers: CAD $30,000 threshold. |
| Australia (GST) | AUD $75,000 annual turnover | Non-resident vendors supplying low-value goods (under AUD $1,000) to Australian consumers: AUD $75,000 threshold. |
| Brazil (ICMS) | State-specific; generally no de minimis for registered businesses | ICMS rates and registration vary by state. ISS applies to services. Vendors must consult local advisors. |
| India (GST) | INR 40 lakh turnover (goods); INR 20 lakh (services) in most states | E-commerce operators (including AqNova) collect TCS at 1% (0.5% CGST + 0.5% SGST/UTGST) on net value of sales. |
| Nigeria (VAT) | NGN 25 million annual turnover | FIRS requires VAT registration for businesses above threshold. Digital services VAT applies. |
| South Africa (VAT) | ZAR 1 million in any 12-month period | Non-resident digital services suppliers: ZAR 1 million threshold triggers registration. |
| United States (Sales Tax) | Varies by state (generally USD $100,000 or 200 transactions per year) | Economic nexus laws apply in all 45 sales-tax states following South Dakota v. Wayfair (2018). AqNova collects as MF in all applicable states. |
C. Customs & Import Duty Obligations
For cross-border shipments, Vendors are responsible for:
D. Export Control & Trade Compliance
Vendors must comply with all applicable export control laws and regulations in their jurisdiction of establishment and in any other jurisdiction that asserts jurisdiction over their exports. The following frameworks are particularly relevant:
Vendors who are uncertain whether their products are subject to export controls are responsible for obtaining independent legal advice. AqNova does not provide export control classification advice and is not responsible for Vendor violations of export control law. Vendors who are found to have exported controlled goods without required licenses will be immediately suspended and reported to applicable authorities.
E. Product-Specific Regulatory Compliance
In addition to general customs and export compliance, Vendors selling products in regulated categories must comply with all applicable product-specific regulatory frameworks. The following non-exhaustive examples apply:
| Product Category | Key Regulatory Requirements by Jurisdiction |
|---|---|
| Food & Beverages | US: FDA Food Safety Modernization Act (FSMA); FD&C Act labeling. EU: Regulation 1169/2011 (food information). Canada: Food and Drug Act; Safe Food for Canadians Act. Brazil: ANVISA RDC resolutions. Nigeria: NAFDAC registration. Australia: FSANZ Food Standards Code. |
| Dietary Supplements & Nutraceuticals | US: DSHEA; FDA structure/function claim guidelines. EU: Directive 2002/46/EC (food supplements). UK: Assimilated Regulation (EU) 2002/46. Canada: Natural Health Products Regulations. Australia: TGA (Therapeutic Goods Administration) listing. |
| Cosmetics & Personal Care | US: FD&C Act; MoCRA (Modernization of Cosmetics Regulation Act 2022). EU: Cosmetics Regulation 1223/2009. Canada: Cosmetic Regulations. Brazil: ANVISA RDC 752/2022. Nigeria: NAFDAC cosmetics guidelines. South Africa: Foodstuffs, Cosmetics and Disinfectants Act. |
| Electronics & Electrical Goods | US: FCC Part 15 (radio frequency); UL certification for applicable categories. EU: CE marking (LVD, EMC, RED Directives); WEEE Directive; RoHS Directive. UK: UKCA marking. Canada: ISED certification. Australia: SAA/RCM mark. India: BIS CRS certification. |
| Textiles & Apparel | US: Textile Fiber Products Identification Act; Wool Products Labeling Act; California Prop 65 (applicable chemicals). EU: Textile Labeling Regulation 1007/2011; REACH Regulation. Canada: Textile Labelling Act. Australia: Fair Work Act (country of origin labeling). |
| Agricultural & Organic Products | US: USDA National Organic Program (NOP). EU: Regulation 848/2018 (organic production). Canada: COR (Canada Organic Regime). Brazil: Normative Instruction MAPA 46/2011. India: NPOP (National Programme for Organic Production). Australia: ACO or NASAA certification. |
| Solar & Clean Energy Products | US: UL certification; FCC/DOE compliance. EU: Ecodesign Directive; Energy Labeling Regulation. India: BIS certification; MNRE ALMM (Approved List of Models and Manufacturers) for solar panels. Nigeria: NERC compliance. |
| Electric Vehicles & EV Accessories | US: NHTSA safety standards; EPA emissions compliance. EU: Whole Vehicle Type Approval (EU 2018/858); Battery Regulation 2023/1542. UK: DVSA type approval. India: AIS (Automotive Industry Standard) compliance; CMVR certification. China (for imports from China): GB standards. |
2.2.5 Termination Provisions, Account Suspension & Inventory Management
A. Term of Agreement
This Agreement commences on the date the Vendor completes onboarding and AqNova activates the Vendor account, and continues on a rolling month-to-month basis unless terminated earlier in accordance with this Section 2.2.5. For Vendors on annual subscription plans, the Agreement runs for successive annual periods unless either party provides written notice of non-renewal at least 30 days before the end of the then-current annual period.
B. Termination by AqNova — For Cause
AqNova may terminate this Agreement and the Vendor's account for cause in the following circumstances, subject to the notice requirements set out below:
| Cause for Termination | Notice Period & Process |
|---|---|
| Confirmed fraud, payment fraud, or identity deception | Immediate termination without prior notice. Written notification to Vendor within 24 hours of termination action. |
| Sanctions designation or export control violation | Immediate termination without prior notice. Reporting to applicable regulatory authorities as required by law. |
| Confirmed sale of counterfeit or prohibited goods | Immediate suspension; 48-hour notice to cure (removal of offending listings); termination if not cured within 48 hours. |
| Repeated or egregious sustainability claim misrepresentation | 7-day notice to cure; termination if not cured. May be reported to applicable advertising or consumer protection regulator. |
| Material breach of listing standards (other than above) | 14-day written notice to cure; termination if not cured within the cure period. |
| Material breach of fulfillment obligations (persistent non-delivery or refusal to refund) | 14-day written notice to cure; termination if not cured. |
| KYC/AML non-compliance (failure to provide required verification documents) | 30-day written notice with specific document request; termination if not complied with. |
| Insolvency, bankruptcy, or appointment of liquidator / administrator | Immediate suspension; Agreement terminates automatically upon confirmation of insolvency proceeding. |
| Breach of any applicable law causing legal risk to AqNova | Immediate suspension; investigation; termination upon confirmation of breach. |
C. Termination by AqNova — Without Cause
AqNova may terminate this Agreement without cause upon 90 days' written notice to the Vendor, except for Vendors on the Founding Vendor Program (see Section 2.2.6), who are entitled to a 180-day notice period for without-cause termination during the Founding Vendor Program term.
Without-cause termination does not give rise to any liability of AqNova to the Vendor beyond: (a) settlement of all outstanding payouts net of applicable holds, chargebacks, and reserves within the standard payout cycle following the termination effective date; and (b) provision of a data export within 30 days.
D. Termination by Vendor
Vendors may terminate this Agreement by providing 30 days' written notice to vendors@aqnova.co. Vendor termination takes effect at the end of the 30-day notice period or upon completion of all pending orders, whichever is later. Early termination of an annual subscription plan by the Vendor does not entitle the Vendor to a refund of the unused portion of the annual subscription fee, except where termination is due to AqNova's material breach of this Agreement.
E. EU & UK Platform-to-Business Compliance
For Vendors established in or supplying to buyers in the European Union, AqNova's termination and suspension practices comply with the requirements of EU Platform-to-Business Regulation (EU 2019/1150) and equivalent UK legislation, including: a minimum 30-day advance notice for termination (with stated exceptions for illegal content, security concerns, sanctions, or repeated serious violations); a written statement of reasons for any restriction, suspension, or termination; access to AqNova's internal complaint-handling system; and access to designated external mediators for unresolved complaints. The P2B complaint portal is accessible at vendors@aqnova.co [Subject: P2B Complaint].
F. Effects of Suspension
During a period of account suspension, the following consequences apply:
G. Effects of Termination — Inventory, Data & Final Settlement
Upon termination of this Agreement (by either party, for any reason), the following provisions apply:
| Post-Termination Obligations & Rights VENDOR OBLIGATIONS post-termination: — Fulfill all orders confirmed prior to the termination effective date. — Process all pending returns and refunds arising from pre-termination sales. — Cooperate with AqNova's chargeback and dispute resolution processes for pre-termination transactions for a period of 12 months post-termination. — Maintain all financial and transaction records required by applicable tax and regulatory law for the periods mandated by those laws. AQNOVA OBLIGATIONS post-termination: — Settle all outstanding Vendor payouts net of holds and deductions within 90 days of the termination effective date, or as required by applicable law. — Provide a full account data export to the Vendor within 30 days of request. — Retain transaction records for the minimum periods required by applicable law. — Remove all Vendor product listings from the Platform within 5 Business Days (subject to pending order fulfillment requirements). SURVIVAL: Sections 2.2.3.G (tax reporting), 2.2.4 (tax, customs, export compliance), the indemnification provisions of the Platform T&C Section 2.12.3, and any obligations arising from pre-termination transactions survive termination indefinitely. |
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H. Vendor Performance Standards
Vendors are expected to maintain the following minimum performance metrics on an ongoing basis. Consistent failure to meet these standards is grounds for listing restriction, account suspension, or termination:
| Performance Metric | Minimum Standard |
|---|---|
| Order Defect Rate (ODR) | Less than 1% of orders in any rolling 60-day period. ODR includes orders with negative feedback, A-to-Z Guarantee claims, and chargebacks. |
| Late Dispatch Rate | Less than 4% of orders dispatched after the Vendor's stated dispatch window in any rolling 30-day period. |
| Order Cancellation Rate (pre-dispatch) | Less than 2.5% of orders cancelled by the Vendor (not by the Buyer) in any rolling 30-day period. |
| Return Resolution Rate | At least 95% of valid return requests acknowledged and resolved within the Vendor's stated return policy window. |
| Tracking Upload Rate | At least 95% of shipped orders with valid tracking information uploaded within 24 hours of dispatch. |
| Buyer Message Response Time | First response to Buyer messages within 24 hours during Vendor's stated business hours; maximum 48 hours on non-business days. |
| Sustainability Claims Accuracy | Zero confirmed substantiation failures on certified Tier 1 sustainability claims in any 12-month period. |
2.2.6 Founding Vendor Program — Early-Access Terms & Conditions
The AqNova Founding Vendor Program ("FVP" or "Founding Vendor Program") is AqNova's early-access initiative offering qualifying vendors preferential terms in exchange for their commitment to the Platform during its launch and growth phase. Participation in the FVP is subject to the eligibility requirements and terms set out in this Section and in any separate Founding Vendor Program Agreement executed between AqNova and the applicable Vendor.
| Founding Vendor Program — At a Glance Program Purpose: Reward early-commitment vendors with enhanced terms during AqNova's launch phase. Acceptance Window: Applications accepted until [Program Closing Date — to be published]. Tier Structure: Three tiers — Seedling, Grove, and Canopy (see below). Core Benefit: 0% transaction commission for all sales in Year 1 of the FVP term. Program Term: 12 months from each Vendor's individual FVP activation date. Renewal: Continuation on standard Vendor terms post-FVP, unless a further preferential arrangement is agreed in writing. |
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A. Founding Vendor Tier Structure
| Tier | Seedling | Grove | Canopy |
|---|---|---|
| Annual GMV Commitment | Up to USD $50,000 (or regional equivalent) | USD $50,001 – $250,000 | USD $250,001+ |
| Year 1 Commission Rate | 0% on all transactions | 0% on all transactions | 0% on all transactions |
| Monthly Subscription | Waived for Year 1 | Waived for Year 1 | Waived for Year 1 |
| Priority Listing | Standard placement | Enhanced placement | Featured placement + co-marketing |
| Onboarding Support | Standard onboarding | Dedicated onboarding call | Dedicated account manager |
| Analytics Access | Basic dashboard | Advanced analytics | Full analytics suite + API access |
| Marketing Features | Standard listing tools | Promotional tools | Co-branded marketing campaigns |
| Without-Cause Termination Notice | 180 days during FVP term | 180 days during FVP term | 180 days during FVP term |
Upon expiry of the FVP 12-month term, Vendors automatically transition to the standard seller subscription plan most closely aligned to their achieved GMV tier, unless an alternative arrangement is agreed in writing. Commission rates revert to standard Platform rates at the commencement of Year 2.
B. FVP Eligibility Requirements
To qualify for the Founding Vendor Program, applicants must:
C. FVP Activation Conditions — Dual-Trigger Model
FVP benefits are activated and maintained subject to the following dual-trigger activation conditions. Both conditions must be met at all times for the Vendor to retain FVP benefits:
| Dual-Trigger FVP Activation Conditions TRIGGER 1 — Active Listing Condition: The Vendor must maintain at least one active, approved, and publicly visible product listing on the Platform at all times during the FVP term. Consequence of breach: FVP benefits suspended until condition is restored. Grace period: 14 days to restore a compliant listing before suspension of benefits. TRIGGER 2 — Good Standing Condition: The Vendor must maintain their account in good standing at all times, including: — No material policy violations during the FVP term. — No account suspension for cause. — Maintenance of all performance standards in Section 2.2.5.H. — No confirmed sustainability claims misrepresentation. Consequence of breach: FVP benefits permanently forfeited if account is suspended for cause. Benefits suspended during any investigation period. |
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D. FVP Commission-Free Period — Conditions & Limitations
The 0% commission benefit applicable during the FVP Year 1 term applies to all completed, non-refunded Transactions processed through the Platform during the FVP term. The following conditions and limitations apply:
E. FVP Termination & Forfeiture
FVP benefits are forfeited (with immediate effect and no right of reinstatement) in the following circumstances:
FVP forfeiture does not affect the Vendor's right to receive payouts for Transactions completed prior to forfeiture, subject to applicable holds and deductions. Upon FVP forfeiture, standard commission rates apply from the date of forfeiture on all future Transactions, and the Vendor transitions to the standard seller subscription plan.
F. Relationship to Vendor Referral Partner Program
Vendors who are also participants in the AqNova Vendor Referral Partner Program (VRPP) may accumulate referral commissions under the VRPP independently of their FVP commission-free benefit. VRPP referral commissions are calculated on the referred Vendor's Platform activity and are not affected by the referring Vendor's own FVP status. For full VRPP terms, see the AqNova Vendor Referral Partner Program Agreement.
2.2.7 Vendor Support & Contact Information
| AqNova Vendor Support Contacts Vendor Onboarding & Applications: vendors@aqnova.co Listing Compliance & Appeals: listings@aqnova.co Payout & Financial Inquiries: payouts@aqnova.co Tax & Regulatory Reporting: tax@aqnova.co Export & Trade Compliance: compliance@aqnova.co Founding Vendor Program: fvp@aqnova.co Account Suspension & Termination: vendors@aqnova.co [Subject: Account Review] P2B Complaints (EU & UK Vendors): vendors@aqnova.co [Subject: P2B Complaint] Legal Notices: legal@aqnova.com Privacy & Data Rights: privacy@aqnova.co Registered Office: Arivon Holding Corporation C/O Arivon Holding Corporation, 2571 Saturn Avenue, Unit #265 Huntington Park, CA 90255, USA California File Number: B20250418195 | EIN: 41-3210066 | D-U-N-S: 142957477 GB EORI: GB511467217000 Nigeria (Sahara Eagle Ltd) — Reg: 1957145 | Tax ID: 31052811-0001 | NEPC Reg: 0030281 |
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AqNova Marketplace | Global Legal Footer Framework | Section 2.2: Seller Agreement & Vendor Terms
© 2026 Arivon Holding Corporation. All rights reserved. Effective April 7, 2026. Version 1.0.
THIS DOCUMENT IS FOR PLATFORM GOVERNANCE PURPOSES ONLY AND DOES NOT CONSTITUTE LEGAL OR TAX ADVICE. CONSULT QUALIFIED ADVISORS FOR JURISDICTION-SPECIFIC GUIDANCE.