PartnerTerms & Conditions

1. Introduction & acceptance

These Partner Terms & Conditions (the “Terms”) govern the relationship between Sinka B.V., a Dutch private company trading as SKUU, with its registered office at Hennegras 2, 2498 BL, ’s-Gravenhage, the Netherlands, registered with the Dutch Chamber of Commerce under KvK 95087982, VAT NL866996588B01 (“SKUU”, “we”, “us”), and each business that connects to the SKUU platform to share stock and route orders (each a “Partner”, “you”). They are SKUU’s general terms and conditions (algemene voorwaarden) under Title 6.5.3 of the Dutch Civil Code (“DCC”).

Business-to-business only. These Terms apply only to businesses acting in their trade or profession and create no rights for consumers. The contract with a consumer is, and remains, between the consumer and the Partner that sold to them (section 5).

Acceptance. By creating a Partner account, accepting these Terms at onboarding, or routing or accepting any order through the Network, you accept these Terms in full. SKUU makes the Terms available in a form you can store and records the version and date you accepted (Articles 6:233(b) and 6:234 DCC). If you are acting for an organisation, you represent that you are authorised to bind it.

Your own terms are rejected. These Terms are the sole basis of the relationship. SKUU expressly rejects any of your own general or purchase terms, however referenced (Article 6:225(3) DCC).

2. Definitions

Capitalised terms have the meaning below; other terms are defined where they first appear.

• Brand: a Partner that manufactures, owns, or holds the authorised right to distribute its own-label products, and primarily offers its own brand.
• Retailer (Multi-Brand Retailer): a Partner that resells products of one or more third-party brands it does not own.
• Selling Partner: the Partner on whose channel the End Customer placed and paid for the order; the seller of record to the End Customer.
• Shipping Partner: the Partner that holds stock and physically fulfils and ships a Routed Order.
• End Customer: the consumer or other end purchaser who buys a product from a Selling Partner.
• Network: the connected pool of Partners whose stock availability is shared through the platform.
• Routed Order: an order (or order line) that SKUU routes to a Shipping Partner because the Selling Partner does not fulfil it from its own stock.
• Route: the fulfilment configuration (Route 1, 2, or 3) set by the party types of the Selling and Shipping Partners (section 9).
• SKUU Product Price: the price of the product sold, excluding VAT and shipping, on which the Route shares are calculated.
• Platform Fee: SKUU’s fee for the Service, a percentage of the SKUU Product Price per the applicable Route.
• Masked Email: the per-order relay email (skuu-orders-<id>@skuu.io) that SKUU substitutes for the End Customer’s real email so the Shipping Partner cannot identify or contact the End Customer.
• Settlement: the periodic netting and settlement of amounts owed between Partners and SKUU (section 10).
• Service: the SKUU platform and all related matching, routing, fulfilment-coordination, settlement, and support functionality.
• GDPR: Regulation (EU) 2016/679, together with the Dutch implementing act. DCC: the Dutch Civil Code (Burgerlijk Wetboek).

3. The Service

What SKUU does.SKUU operates a platform that pools Partners’ stock availability and routes orders between them. When a Selling Partner cannot fulfil an order from its own stock, SKUU matches it to a Shipping Partner that holds the product, transmits the data needed to fulfil it, coordinates the white-label shipment, and runs the Settlement.

What SKUU is not.SKUU is a technical and administrative facilitator only. SKUU does not take title to products, is not the seller of record, and is not a party to the sale between the Selling Partner and the End Customer or to any sale between Partners. SKUU does not manufacture, store, inspect, or warrant products, and is not a guarantor of any Partner’s obligations. Where SKUU administers or routes funds (section 10), it does so purely as an administrative function and not as a buyer, seller, or principal.

Availability.The Service is provided on a best-effort, “as is” and “as available” basis. SKUU does not warrant uninterrupted or error-free operation, matching results, or sales volumes. A platform or API malfunction does not by itself suspend a Partner’s other obligations.

Routing. SKUU selects the Shipping Partner using objective parameters (eligibility, stock, price floors, delivery time, proximity, and quantity) and may adjust them to improve Network performance. SKUU does not give itself or affiliated Partners undisclosed preferential routing.

No exclusivity. These Terms create no exclusivity and no minimum volume. Each Partner may sell outside the Network and fulfil its own orders, and SKUU may stop routing to a Partner at its discretion (section 21). To the extent Regulation (EU) 2019/1150 (P2B) applies, SKUU complies with its core requirements: plain terms, a statement of reasons for any restriction or termination, and the notice periods in sections 21 and 22.

4. Eligibility & accounts

A Partner must be a duly registered business and provide accurate identification (legal name, KvK/registration number, VAT number, UBO on request, return address, and contacts) and keep it current. SKUU may refuse, verify, or suspend onboarding where eligibility cannot be verified or fraud is suspected.

You are responsible for your account, credentials, and API keys, and for all activity under them, and must notify SKUU without undue delay of any suspected compromise.

5. Selling Partner obligations

Seller of record. The Selling Partner is and remains the seller of record to the End Customer and is solely responsible for the consumer relationship: the sale contract, pricing, payment collection, invoicing, consumer-law compliance, conformity, warranties, the right of withdrawal, complaints, and after-sales. SKUU and the Shipping Partner are not parties to it.

• Consumer law. The Selling Partner warrants that its sales comply with all applicable consumer-protection, distance-selling, pricing, labelling, and e-commerce law, and that it gives End Customers all required information, including a valid right of withdrawal.
• Order data. It keeps its catalogue, prices, and stock signals accurate and sends complete, correct order and shipping data for each Routed Order. It is solely responsible for the data it sends.
• Pay-in. Having collected the retail amount from the End Customer, it owes into Settlement the amounts due to the Shipping Partner and to SKUU (section 9) and stays liable for them (section 10).
• Refunds. Where an End Customer is entitled to a refund, the Selling Partner refunds the End Customer; the Settlement is then reversed under section 11.

6. Shipping Partner obligations

• Accept and fulfil. Except for a legitimate reason (genuine stock-out, fraud indicators, or a routing error), the Shipping Partner accepts and fulfils Routed Orders assigned to it without delay.
• Dispatch and tracking. It dispatches within two (2) business days of the order being made available (unless otherwise agreed in writing) and provides a valid carrier and tracking number for every shipment.
• Neutral packaging. It ships in strictly neutral, white-label packaging. The shipment must not show or reference the Shipping Partner’s brand, name, logo, marketing, inserts, invoices, price documents, return forms, or contact details. The Shipping Partner’s identity is not disclosed to the End Customer.
• Customer data and no poaching.To fulfil a Routed Order the Shipping Partner receives only the data needed to ship: the End Customer’s name, full shipping address, and phone number, the line items, and a Masked Email in place of the real email. The Shipping Partner: (a) receives no real email address, billing data, or marketing consent; (b) uses the data solely to fulfil that specific Routed Order; (c) must not contact, market to, profile, retain, enrich, resell, or solicit the End Customer; and (d) deletes the data once fulfilment and any return window are complete, except where law requires retention (section 15).
• Returns and stock. It accepts returns of orders it shipped (section 11), keeps a current return address per fulfilment location, and keeps the stock it exposes to the Network accurate.

7. Catalogue, pricing & authenticity

• Pricing. Each Partner sets its own consumer prices but must price lawfully, in compliance with pricing, promotion, resale-at-a-loss, and fair-trading law.
• Price floor. A Partner may set a minimum sell price for its products; SKUU will not route orders below that floor or the Partner’s guard thresholds. Partners ensure promotions and vouchers do not produce orders below the floor or at or below zero.
• Authenticity and IP. Each Partner warrants that it is an authorised seller or distributor of the products it offers, that they are genuine and non-infringing, and that they comply with applicable safety, quality, labelling, and REACH requirements. Proof is provided on reasonable request.

8. Service levels

Partners are expected to perform to a consistent operational standard: prompt on-time dispatch, valid carrier and tracking on every shipment, strict white-label packaging, a current return address per fulfilment location, low post-routing cancellation and stock-out rates, and timely responses to claims and queries.

These expectations are operational rather than fixed numeric guarantees. Persistent failure may lead, in escalating order, to a warning, reduced routing priority, suspension, and ultimately termination (section 21). SKUU itself provides the platform on a best-effort basis and does not commit to a fixed uptime level or service credits.

9. Fees & commercial model

SKUU prices each Routed Order by Route, set by whether the Selling and Shipping Partners are a Brand or a Retailer. All shares are calculated on the SKUU Product Price (excluding VAT and shipping).

• The split. The Selling Partner keeps the Selling Share (8%) for originating the sale; the remainder is paid through Settlement to the Shipping Partner and to SKUU.
• Platform Fee is all-in. The Platform Fee is inclusive of any third-party system, integration, or processing costs SKUU incurs, which SKUU allocates internally; these are not charged separately to the Partner.
• Shipping costs. Shipping costs paid by the End Customer pass 1:1 in full to the Shipping Partner and are not split.
• Other fees. Any onboarding, integration, or subscription fees are never applied unilaterally: they are agreed separately and in advance, recorded in a written commercial (cooperation) agreement, and never charged without prior consultation.
• VAT. All shares are exclusive of VAT; each Partner accounts for VAT lawfully. SKUU may apply a self-billing mandate (section 10).

10. Settlement & payment

The End Customer pays the Selling Partner directly through the Selling Partner’s own checkout. SKUU does not receive the End Customer’s gross payment. In the current start phase, SKUU collects the amounts owed into Settlement from the Selling Partner (by SEPA / invoice) and redistributes the Shipping Partner’s share through its own account. SKUU may introduce a licensed payment service provider and/or an asset-segregated third-party-funds structure (Stichting Derdengelden) on notice; it will identify that provider and its terms before the change takes effect.

• Netting. SKUU nets each Partner’s positions across a settlement period (default: two weeks) and issues one net Settlement statement with a transaction overview. A net amount payable is due within seven (7) days of the statement; a net amount receivable is paid within twenty-one (21) days, and earlier once SKUU has received the underlying funds.
• Disputes. Objections to a statement must be made in writing, with reasons, within fourteen (14) days of receipt; otherwise it is deemed accepted, save manifest error.
• Reserve and set-off. To manage returns, chargebacks, fraud, and insolvency risk, SKUU may set off a Partner’s positions and debts, operate a rolling reserve, and withhold at-risk amounts for a reasonable period, with notice and reasons.
• SKUU is not a guarantor. SKUU’s obligation to pay a Partner is limited to amounts SKUU has actually received from the corresponding party for that order. If a Selling Partner fails to pay, becomes insolvent, or reverses funds, SKUU is not obliged to pay any party out of its own funds and does not advance, finance, insure, or guarantee any Partner’s payment.
• Non-payment stays the debtor’s debt. A Selling Partner that has collected the retail price stays fully liable to SKUU and the Shipping Partner for the Settlement amounts; as between Partners, the unpaid amount remains the defaulting Selling Partner’s debt.
• Late payment. Late amounts due to SKUU bear statutory commercial interest (Article 6:119a DCC) and reasonable collection costs (Article 6:96 DCC), without notice of default being required.

11. Returns, cancellations & refunds

• Right of withdrawal. The Selling Partner grants End Customers the statutory right of withdrawal and processes the consumer refund.
• Where returns go. Returns go to the Shipping Partner’s return address, coordinated through SKUU; the Shipping Partner’s identity is not disclosed to the End Customer.
• Reversal. On a return or post-dispatch cancellation, the Settlement is reversed in the original proportions, including a 1:1 reversal of outbound shipping. Pre-dispatch cancellations are status-only where no money has moved.
• Return-shipping. Where the End Customer pays a return-shipping cost to the Selling Partner, that amount is collected 1:1 by SKUU. SKUU reimburses the Shipping Partner for return shipping up to a maximum of EUR 4.95 (excl. VAT); any excess accrues to SKUU.
• Condition. Returns must be re-sellable / as new for the Shipping Partner to credit them; damaged or used returns are handled between the Partners under their sale and consumer law.

12. Risk of loss & fulfilment defects

• Transport risk. As between the Partners, the Shipping Partner bears the cost and risk of transport (loss, theft, mis-delivery, delay, and damage) and arranges adequate carriage. SKUU is not liable for these.
• Lost or undelivered. Where a Routed Order is lost in transit or not delivered, the Shipping Partner re-ships or funds the refund at its own cost, and the Settlement is reversed. The party at fault bears the loss.
• Defective fulfilment. The Shipping Partner is responsible for any non-shipment, partial, wrong, or damaged shipment it causes and the resulting costs. The Selling Partner remains responsible to the End Customer and may recover from the Shipping Partner (and vice versa), with SKUU coordinating as facilitator.
• Stock-out after routing. A Shipping Partner that cannot fulfil an accepted order must tell SKUU immediately; SKUU may re-route, or the Selling Partner may cancel and refund.

13. Chargebacks & fraud

A consumer chargeback is raised against the Selling Partner (the seller of record). As between the Partners, the loss falls on the party at fault: the Shipping Partner for fulfilment defects, the Selling Partner for sale-side issues. Each Partner runs reasonable fraud controls. On reasonable suspicion of fraud, SKUU may withhold, reserve, or set off amounts, suspend routing, and require information. SKUU does not underwrite chargebacks or fraud losses; its role is administration and the measures in section 10.

14. Intellectual property & data licence

• SKUU IP. SKUU owns all intellectual-property rights in the platform, software, API, designs, and trademarks. Nothing in these Terms transfers those rights to you.
• Partner licence. You grant SKUU a non-exclusive, worldwide, royalty-free licence to use, host, and transmit your product, catalogue, stock, and order data to operate and improve the Service and route orders, including to display Selling-Partner branding on white-label shipments. You keep ownership and warrant you have the rights to grant this licence.
• Reference. Unless you object in writing, SKUU may name you as a Network reference; you may withdraw this on notice.
• Data export. On request and on termination, SKUU provides an export of your order data, product catalogues, and related business data in a common machine-readable format within a reasonable period.

15. Data protection

• Roles. Each Partner is the controller of the personal data it collects from its End Customers. For order routing and fulfilment, SKUU acts as the Partner’s processor under a Data Processing Agreement (Article 28 GDPR), entered separately. For its own purposes (settlement records, security, fraud prevention, and anonymised analytics) SKUU is an independent controller. The Parties are not joint controllers.
• Masked Email. SKUU substitutes a per-order Masked Email for the End Customer’s real email so the Shipping Partner never receives it, a data-minimisation and privacy-by-design measure (Articles 5(1)(c) and 25 GDPR).
• What flows. The Shipping Partner receives only the End Customer’s name, shipping address, phone, line items, and Masked Email. The Selling Partner holds the full consumer relationship. SKUU holds the data needed to route, settle, and support.
• Breach. As processor, SKUU notifies the affected Partner of a personal-data breach without undue delay after becoming aware, with the information the controller needs for its own obligations under Articles 33 and 34 GDPR.
• Sub-processors and transfers. SKUU may use sub-processors (including a future payment provider and infrastructure suppliers) under back-to-back Article 28 terms, with prior notice and a reasonable opportunity to object. Hosting is within the EU; any transfer outside the EEA uses appropriate safeguards (SCCs and a transfer assessment).

See our Data Processing Agreement and Privacy Policy for detail.

16. Confidentiality

Each Party keeps the other’s confidential information confidential during the relationship and for five (5) years afterwards (and, for trade secrets and personal data, for as long as the law requires). The usual exceptions apply: information that is public without breach, already lawfully held, independently developed, or required to be disclosed by law (with notice where lawful).

17. Liability

• Standard of care. SKUU is responsible only for providing the Service with reasonable care, as an obligation of means (inspanningsverbintenis). It is not responsible for the products, the fulfilment act, the consumer sale, a Partner’s solvency, or a Partner’s own legal compliance.
• As is. Except as expressly stated, the Service is provided “as is” and “as available”, and SKUU disclaims implied warranties to the maximum extent permitted by law.
• Indirect loss. SKUU is not liable for indirect or consequential loss, including lost profit, revenue, data, goodwill, savings, business interruption, third-party claims, or penalties.
• Cap. Except for the carve-out below, SKUU’s aggregate liability is limited to the total Platform Fees paid by the Partner to SKUU in the three (3) months before the event giving rise to liability. Claims arising from the same cause count as one.
• Carve-out. Nothing in these Terms limits liability that cannot be limited by law, including for intent or conscious recklessness (opzet of bewuste roekeloosheid) of SKUU or its management, or for death or personal injury.
• Product liability. SKUU is not the producer or seller of any product and assumes no product liability; this rests with the Brand and the Selling Partner within their respective relationships.
• Reasonableness for smaller Partners. A limitation applies only so far as reasonable given the Partner’s nature and size (reflecting the reflexwerking of Articles 6:233(b), 6:236, and 6:237 DCC).

18. Indemnification

You indemnify and hold harmless SKUU (and its directors, staff, and affiliates) against all claims, damages, fines, and costs (including reasonable legal costs) arising from or relating to: (a) your breach of these Terms or of applicable law; (b) your products, including defect, recall, safety, and personal injury or property damage caused by them; (c) your fulfilment, returns handling, refunds, and cancellations; (d) the consumer sale and your consumer-law obligations (for the Selling Partner); (e) infringement of any third-party intellectual-property or other right by your products, brands, content, or data; (f) your processing of personal data in breach of the GDPR; and (g) any data or content you transmit through the Service.

19. Insurance

SKUU strongly recommends that each Partner that ships products maintains adequate commercial and product-liability insurance with a reputable insurer, covering its products and activities under these Terms, including transport risk. Insurance is recommended but not mandatory. Independently of any insurance, the Shipping Partner remains fully liable for correct fulfilment of each Routed Order, including re-shipping or funding the refund where an order is not delivered or is delivered defectively. Where a Partner holds cover, it provides evidence on reasonable request.

20. Prohibited products

You must not offer through the Network any product that is counterfeit, unsafe, recalled, illegal, stolen, or otherwise non-compliant, or any product in a category SKUU reasonably restricts. SKUU may remove listings or refuse categories that are unlawful, unsafe, or harmful to the Network, with reasons.

21. Term, suspension & termination

• Term. These Terms run for an initial term of twelve (12) months from acceptance and then renew for successive periods unless terminated.
• For convenience. Either Party may terminate for convenience on 30 days’ written notice (email suffices).
• Immediate. SKUU may suspend, restrict, or terminate immediately, without a cure period, for: fraud or reasonable suspicion of it; insolvency; illegality or a serious safety or security risk; a legal obligation; or material or repeated breach. SKUU gives a statement of reasons on a durable medium unless law or a serious risk prevents it.
• Effect. On termination, routing may stop immediately; completed transactions are unaffected; amounts owed stay due and the Settlement, reserve, and set-off provisions continue until cleared; personal data is handled under the Data Processing Agreement.
• Survival. Sections 10 (outstanding amounts), 12 to 18, 21 (effect), 25, and 26 survive termination.

22. Changes to these Terms

SKUU may amend these Terms and any schedules. SKUU gives you at least 15 days’ advance notice of a material change by email before it takes effect. If you do not accept the change, you may terminate before it takes effect; continued use of the Service after the effective date is acceptance. Changes required by law or to address a security risk may take effect sooner where necessary.

23. Force majeure

Neither Party is liable for delay or failure caused by an event beyond its reasonable control (including war, strike, epidemic, fire, flood, carrier failure, large-scale outages, and acts of authorities). The affected Party notifies the other in writing as soon as reasonably possible; delivery and performance timeframes are extended for the duration of the event.

24. Independence & assignment

The Parties are independent contractors; nothing creates a partnership, joint venture, agency, or employment relationship. A Partner notifies SKUU of any change of control or insolvency risk that materially affects the relationship. A Partner may not assign these Terms without SKUU’s prior written consent. SKUU may assign or transfer these Terms to a group company or successor (including in the context of a merger, acquisition, sale of substantially all assets, or the transfer of the business from Sinka B.V. to SKUU B.V. on its operationalisation) by notice to the Partner; until that transfer, the contracting entity named in section 1 remains responsible.

25. Complaints & disputes

A Partner may raise a complaint about the Service to legal@skuu.io; SKUU handles it promptly and free of charge and responds within a reasonable period. The Parties first try to resolve disputes amicably and may use mediation. If a dispute is not resolved within 30 days, either Party may bring it before the competent court (section 26).

26. Governing law & jurisdiction

These Terms are governed by Dutch law, to the exclusion of conflict-of-laws rules and of the UN Convention on Contracts for the International Sale of Goods (CISG). Disputes not resolved under section 25 are submitted to the competent court of the District Court of Amsterdam, the Netherlands, without prejudice to SKUU’s right to seek injunctive relief in any competent court. These Terms are written in English, which is the authentic text; Dutch legal concepts are interpreted under Dutch law.

27. General

• Entire agreement and precedence. These Terms (with any schedules and signed special conditions) are the entire agreement between the Parties and supersede prior arrangements. Where a signed commercial agreement conflicts with these Terms, the signed special conditions prevail for that point and these Terms govern the remainder.
• Severability. If a provision is void or unenforceable, it is modified to the minimum extent necessary to be valid, or else severed; the remaining provisions stay in force.
• No waiver. Failure to enforce a right is not a waiver of it.
• Notices. Notices are valid if sent by email to the address each Party last notified; a Party notifies the other of any change without delay.
• Provider identification (Article 3:15d DCC). Sinka B.V., trading as SKUU, Hennegras 2, 2498 BL, ’s-Gravenhage, the Netherlands, KvK 95087982, VAT NL866996588B01. info@skuu.io · legal@skuu.io. Supervisory authority for data protection: Autoriteit Persoonsgegevens.

28. Contact

Questions about these Terms can be sent to legal@skuu.io (general: info@skuu.io).

Sinka B.V., trading as SKUU · Hennegras 2, 2498 BL, ’s-Gravenhage, the Netherlands · KvK 95087982 · VAT NL866996588B01.

See also our Website Terms of Use, Privacy Policy, Data Processing Agreement, and Cookie Policy.