Terms of Service

Welcome to SKUU. These Terms of Service (the “Terms”) govern your access to and use of the SKUU fulfilment-routing platform, websites, APIs, and related services (collectively, the “Services”) provided by SKUU B.V., a Dutch private company with its registered office at Herengracht 451, 1017BS Amsterdam, the Netherlands, registered with the Dutch Chamber of Commerce under KvK number 83947210 (“SKUU”, “we”, “us”).

By creating an account, integrating with our APIs, or otherwise using the Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organisation, you represent that you have authority to bind that organisation. If you do not agree, do not use the Services.

These Terms are not legal advice. They describe how SKUU operates its platform and what we expect from participating retailers, brands, and wholesalers.

1. Definitions

In these Terms, capitalised terms have the meanings set out below.

• Retailer means a merchant that lists products and receives consumer orders, and that uses SKUU to route orders to alternative fulfilment sources when stock is unavailable.
• Brand means a manufacturer, distributor, or wholesaler that offers inventory through the SKUU network and fulfils routed orders on a white-labelled basis.
• Routed Order means a consumer order that SKUU directs from a Retailer to a Brand for fulfilment.
• Network means the connected set of Retailers, Brands, and supporting integrations operated by SKUU.
• End Customer means the consumer who placed the original order with the Retailer.

2. Account & Eligibility

The Services are available only to businesses acting in a professional capacity. You must be at least 18 years old, have authority to bind your organisation, and provide accurate, complete registration information.

You are responsible for safeguarding your account credentials and API keys, and for all activity that occurs under your account. You must notify SKUU promptly of any suspected unauthorised access.

SKUU may refuse, suspend, or terminate any account where eligibility cannot be verified, where required information is missing, or where activity is reasonably suspected of being fraudulent or unlawful.

3. Platform Services

SKUU provides a fulfilment-routing layer that connects Retailers to a Network of Brands and wholesalers. When a Retailer is unable to fulfil an order from its own stock, SKUU matches that order to a Brand that holds the required inventory and arranges white-labelled fulfilment under the Retailer’s identity.

The Services include order routing, inventory visibility, label generation, tracking exchange, and settlement reporting. Specific feature availability may vary by integration, region, and account tier.

SKUU is a facilitator. We do not take title to goods, do not act as a seller of record, and are not a party to the underlying sales contract between the Retailer and the End Customer.

4. Retailer Obligations

Retailers using the Services agree to:

• Maintain accurate product catalogues, including identifiers, descriptions, dimensions, and weights.
• Forward order data to SKUU promptly, including shipping address, items, and any consumer preferences.
• Honour consumer-facing commitments such as delivery windows, returns policies, and customer support.
• Ensure that listed products comply with applicable law, including consumer protection, labelling, and product-safety rules.
• Pay all fees due to SKUU and the relevant Brand in accordance with these Terms.

5. Brand Obligations

Brands and wholesalers participating in the Network agree to:

• Provide accurate, near-real-time inventory feeds and honour stock commitments confirmed via the API.
• Fulfil Routed Orders on a strictly white-labelled basis, without any branding, inserts, or correspondence that identifies the Brand.
• Pack and ship within the service levels published in the Brand dashboard or otherwise agreed in writing.
• Comply with applicable export, customs, and product-safety regulations.
• Respond to fulfilment incidents, lost shipments, and damage claims within reasonable timeframes.

6. Fees & Settlement

SKUU charges fees per Routed Order, plus any subscription or integration fees agreed in your order form. Current fee schedules are accessible in your dashboard and may be updated with at least 30 days’ notice.

Settlement between Retailers and Brands is processed through SKUU on a recurring cycle. SKUU may withhold settlement amounts where chargebacks, disputes, or reasonable suspicion of fraud apply, until such matters are resolved.

Unless stated otherwise, all amounts are exclusive of VAT and other applicable taxes, which are the responsibility of the party legally required to remit them.

7. Intellectual Property

SKUU and its licensors retain all right, title, and interest in and to the Services, including the platform, APIs, documentation, trademarks, and underlying technology. Nothing in these Terms transfers any ownership rights to you.

You retain ownership of the data, content, and trademarks you submit to the Services. You grant SKUU a non-exclusive, worldwide, royalty-free licence to use such material solely as necessary to operate the Services, including to display Retailer branding on white-labelled shipments fulfilled by Brands.

8. Liability & Warranty

The Services are provided on an “AS IS” and “AS AVAILABLE” basis. To the maximum extent permitted by law, SKUU disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.

To the extent permitted by applicable law, SKUU’s aggregate liability arising out of or relating to these Terms shall not exceed the fees paid by you to SKUU during the twelve (12) months immediately preceding the event giving rise to the claim. SKUU shall not be liable for indirect, consequential, incidental, or punitive damages, including lost profits, lost goodwill, or business interruption.

Nothing in these Terms limits liability that cannot be limited by mandatory law, including liability for wilful misconduct or gross negligence.

9. Indemnification

You agree to indemnify and hold harmless SKUU, its affiliates, and their respective directors, officers, and employees from any claims, damages, liabilities, and reasonable legal costs arising out of (a) your breach of these Terms, (b) products you list, sell, or fulfil through the Services, or (c) your violation of applicable law or the rights of any third party.

10. Term & Termination

These Terms apply for as long as you use the Services. Either party may terminate for convenience on thirty (30) days’ written notice, unless a fixed term has been agreed in an order form.

SKUU may suspend or terminate access with immediate effect where there is a material breach, suspected fraud, repeated service-level failures, insolvency, or a regulatory or security requirement to do so.

On termination, payment obligations accrued before termination remain due, and clauses that by their nature should survive (including liability, IP, and governing law) will survive.

11. Governing Law

These Terms are governed by the laws of the Netherlands, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods.

Any dispute arising out of or in connection with these Terms shall be submitted to the exclusive jurisdiction of the competent court of the District Court of Amsterdam, the Netherlands, without prejudice to either party’s right to seek injunctive relief in any competent jurisdiction.

12. Changes to Terms

SKUU may update these Terms from time to time. Material changes will be communicated by email or in-product notification at least thirty (30) days before they take effect. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.

13. Contact

Questions about these Terms can be sent to info@skuu.io.

SKUU B.V. · Herengracht 451, 1017BS Amsterdam, the Netherlands · KvK 83947210 · BTW NL862979845B01.

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