Seller Terms

1. About these terms

These Seller Terms govern your use of the yuzu platform as a Seller (“Seller”, “you”, “your”) — whether you operate as a “Merchant” maintaining a catalogue or a “Provisioner” sourcing goods to order. They form a binding contract between you and ORDER YUZU LTD, trading as yuzu (“yuzu”, “we”, “us”, “our”). A separate set of terms applies to buyers — see app.orderyuzu.com/terms. By creating a seller account or listing products on yuzu you accept these terms.

ORDER YUZU LTD is registered in England and Wales (company number 15051969) and its registered office is at 6 Fleet Street, Brighton, BN1 4GS.

2. Our role

yuzu is a marketplace that connects Sellers with Buyers. We are not the buyer, importer, or end recipient of any goods, and we do not take title to, store, handle, inspect, or deliver them.

• Each order is fulfilled solely by you. The contract of sale is between you and the Buyer.
• yuzu is not a party to that contract and is not responsible for the goods or for any act or omission of a Buyer, including non-payment under a bank-transfer arrangement you agree directly with a Buyer.
• You are responsible for ensuring the goods you sell are lawful, correctly labelled, and properly licensed for sale and delivery at the destination port.

3. Eligibility

• You must be a legally constituted business with the authority to sell the goods you list.
• The person creating the account must be at least 18 years old and authorised to bind the business.
• You must comply with all laws applicable to your business — including export controls, food safety, alcohol licensing, and any local rules in the ports you serve.

4. Approval process

• Every new seller account is reviewed by yuzu before it can trade. We may request supporting documents (company registration, VAT certificate, sample invoices) during review.
• We may approve, reject, or suspend any seller account at our sole discretion. Decisions are typically made within one business day.
• While your application is under review you can build your catalogue but your storefront is not visible to buyers.

5. Account responsibilities

• Keep your login credentials confidential. You are responsible for all activity on your account.
• Keep your business profile, contact details, banking information, and trading hours accurate and up to date.
• Notify us immediately at legal@orderyuzu.com if you suspect unauthorised access.

6. Catalogue and listings

• You are solely responsible for the accuracy of every product you list — name, description, photos, unit, price, lead time, and any allergen or compliance information.
• You may not list goods that are illegal to sell in the buyer’s destination port, counterfeit, recalled, or prohibited (firearms, controlled substances, etc.).
• You may not impersonate another supplier or list goods you do not have the right to sell.
• We may remove or hide listings that we reasonably believe violate these terms.

7. Quotes and orders

• A buyer’s quote request is a request for pricing. It is not an order. You may decline any quote.
• Once you provide pricing and the buyer accepts, an order is created. That order is a binding agreement between you and the buyer. yuzu acts as the marketplace facilitating the agreement, not as a party to it.
• You must confirm or ship the order within the lead time displayed in your storefront.
• If you cannot fulfil an accepted order, contact the buyer through the platform as soon as possible. Repeated failures may result in suspension.

8. Payments, commission and payouts

• yuzu charges a platform fee on every completed order. The default fee is 3% of the order value, exclusive of VAT. We may set a different fee for specific sellers and will tell you the rate that applies to your account before you go live.
• Fee changes will be notified at least 30 days in advance.
• The platform fee is invoiced monthly via a fee-invoice on your dashboard. The invoice is payable within your payment-terms period — by default 15 days from the invoice issue date. If it remains unpaid past the due date, yuzu will send automated reminders until it is settled.
• Your payment terms. Your payment-terms period (15 days by default) is a single setting that governs both how long Buyers have to pay your post-payment invoices, counted from delivery, and how long you have to pay your monthly yuzu fee invoice, counted from issue.
• Buyers pay by Stripe card payment or bank transfer. Card payments are settled to your linked Stripe Connect account by Stripe under their own payout schedule. Bank-transfer payments are paid directly to your account by the buyer; you confirm receipt on the platform. Where you offer post-payment, the Buyer’s invoice is due within your payment-terms period and yuzu will remind both parties if it falls overdue.
• Refunds and credit notes are at your discretion within the order-resolution flow. Once issued, credit notes are redeemable only against future orders with you and have no cash value.
• All prices on the platform are exclusive of VAT/sales tax. Applicable taxes are your responsibility.

9. Stripe Connect

Payments processed by card go through Stripe Connect. By connecting a Stripe account you accept Stripe’s Connected Account Agreement. Your relationship with Stripe for payouts, KYC, and chargebacks is between you and Stripe — we cannot intervene in Stripe decisions but will help where we can.

10. Delivery, quality, and disputes

• You are solely responsible for the quality, accuracy, and timely delivery of the goods you sell.
• If a buyer raises an issue (missing, incorrect, or damaged goods) you must respond through the platform’s issue-resolution flow within 48 hours.
• You agree to resolve issues fairly. Repeated failure to resolve, or excessive issue rates, may result in suspension or termination.
• We do not arbitrate disputes between sellers and buyers but we may step in if the platform is being used in bad faith.

11. Ratings

Buyers can leave ratings and short comments after delivery. We do not edit ratings. You may flag a rating that breaches our content rules (defamation, profanity, off-topic) and we will review it.

12. Acceptable use

You agree not to:

• Solicit buyers off-platform to circumvent the platform fee. Buyers discovered through yuzu must continue to transact with you through yuzu during your active account and for 12 months thereafter.
• Use buyer contact details for marketing, mailing lists, or any purpose other than fulfilling their order.
• Scrape, copy, or systematically extract data from the platform.
• Upload malicious code, interfere with the platform’s infrastructure, or attempt to gain unauthorised access.

13. Intellectual property

You retain ownership of the product photos, descriptions, and brand assets you upload. You grant yuzu a non-exclusive, royalty-free, worldwide licence to host, display, and index this content to operate the platform. Platform software, design, and trademarks remain our exclusive property.

14. Limitation of liability

• yuzu provides the platform “as is” without warranties of any kind, express or implied.
• We are not liable for any indirect, incidental, consequential, or punitive damages, including loss of profit, revenue, or data.
• Our total aggregate liability to you for any claim arising from your use of the platform shall not exceed the total platform fees paid by you in the 3 months preceding the claim.
• Nothing in these Terms limits liability for fraud, gross negligence, or death or personal injury caused by our negligence.

15. Indemnification

To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless yuzu and its officers, employees, and agents from and against any claim, demand, loss, liability, cost, or expense (including reasonable legal fees) arising out of or connected with:

• the goods you list or sell, including any defect, contamination, mislabelling, recall, or harm they cause;
• your breach of these terms;
• your failure to hold any licence, permit, or registration required to sell or deliver your goods (including food-safety, alcohol, and export-control requirements); or
• your violation of any law or regulation, or of the rights of any third party.

This obligation survives termination of your account.

16. Insurance

You are responsible for holding and maintaining adequate insurance for your business and the goods you sell, including product-liability and, where applicable, public-liability cover appropriate to the food, beverage, and other products you supply. We may ask you to provide evidence of cover. yuzu does not insure your goods or your business and is not responsible for any uninsured loss.

17. Suspension and termination

You may close your seller account at any time, subject to outstanding orders being fulfilled. We may suspend or terminate your access immediately if you breach these terms, repeatedly fail to deliver, are placed on a sanctions list, or if we discontinue the platform. Outstanding payouts will still be processed; outstanding fee invoices remain payable. Sections 13, 14, 15, 16, and 19 survive termination.

18. Privacy

Your use of the platform is also governed by our Privacy Policy, which explains how we handle personal data and is incorporated into these terms by reference.

19. General

• Entire agreement. These terms, together with our Privacy Policy, are the entire agreement between you and yuzu regarding your use of the platform as a Seller and supersede any prior understanding.
• Assignment. We may assign, transfer, or novate our rights and obligations under these terms to another entity — for example on a sale, merger, or reorganisation of our business — without your consent. You may not assign or transfer yours without our prior written consent.
• Severability. If any provision of these terms is held invalid or unenforceable, it shall be severed and the remaining provisions continue in full force.
• No waiver. Our failure to enforce any provision is not a waiver of our right to enforce it later.
• Third-party rights. Except as expressly stated, no person other than you and yuzu has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these terms.
• Force majeure. Neither party is liable for any failure or delay in performance caused by events beyond its reasonable control, including extreme weather, port closures, strikes, war, sanctions, supply-chain disruption, or failures of utilities, networks, or third-party services.
• Notices. We may give you notice by email to the address on your account or by posting on the platform; you can reach us using the details in the Contact section.

20. Governing law

These Terms are governed by and construed in accordance with the laws of England and Wales. Disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

21. Changes to these terms

We may update these Terms from time to time. Material changes will be notified by email at least 30 days before they take effect. Continued use of the platform after that date constitutes acceptance of the revised Terms.

22. Contact

Legal enquiries: legal@orderyuzu.com

yuzu • orderyuzu.com