Provider Terms of Service

Last updated: [EFFECTIVE DATE]

These Provider Terms of Service (“Terms”) govern access to and use of the Zercut platform by providers, manufacturers, shops, and similar businesses offering quoting, production, fulfillment, and related services through Zercut. These Terms form a binding agreement between you and [LEGAL ENTITY NAME] (“Zercut,” “we,” “us,” or “our”).

By creating a provider account, completing onboarding, or using the platform as a provider, you agree to these Terms.

1. The Platform

Zercut provides software and related online services that allow providers to configure storefronts, onboarding data, materials, machines, pricing, quoting workflows, job handling, invoicing, and shipping-related settings.

Zercut provides the platform only. Unless expressly agreed otherwise in writing, Zercut is not your employer, broker, logistics provider, quality manager, customs agent, manufacturer of record, or seller of your services.

2. Eligibility and Authority

You represent and warrant that:

• you are legally able to enter into these Terms;
• you are authorized to bind the business you represent;
• your business information is accurate and complete;
• you will keep onboarding, payout, tax, and contact information current; and
• you will comply with all laws, regulations, and standards applicable to your business and services.

3. Your Responsibilities as a Provider

You are solely responsible for:

• your quotes, production decisions, and manufacturing outputs;
• your machines, materials, tooling, quality controls, and workforce;
• the accuracy of your pricing, lead times, and service descriptions;
• taxes, licenses, permits, certifications, and business compliance obligations;
• import, export, sanctions, and trade-law compliance;
• packaging, shipping, carrier coordination, and delivery commitments; and
• disputes arising from the quality, legality, safety, or suitability of goods or services you provide.

Zercut does not supervise or control how you manufacture parts or fulfill orders.

4. Provider Accounts and Access

You are responsible for safeguarding account access and for all activity under your provider account.

You must not:

• share credentials with unauthorized users;
• impersonate another provider or entity;
• create misleading storefront or company information; or
• use the platform in a way that damages customers, other providers, or the platform.

5. Marketplace, Routing, and No Guaranteed Work

Participation in the Zercut marketplace does not guarantee any minimum order volume, quote request volume, customer traffic, revenue, exclusivity, territory, or ranking.

Zercut may route opportunities using criteria such as availability, geography, materials, pricing, capabilities, operational readiness, or other internal platform logic.

Zercut may change routing behavior, feature availability, or marketplace participation requirements from time to time.

6. Quotes, Acceptance, and Job Performance

You are responsible for reviewing each order or job before accepting it.

By accepting a job or otherwise confirming fulfillment through the platform, you represent that:

• you have reviewed the order details available to you;
• you can perform the work in a commercially reasonable manner;
• you can comply with the stated or reasonably implied fulfillment requirements; and
• your pricing, taxes, and shipping-related figures entered into the platform are accurate to the best of your knowledge.

If you later decline, cancel, delay, or fail to perform, Zercut may take platform-level actions such as rerouting, account restrictions, internal review, or other operational measures.

7. Provider Content and Branding

You retain rights in the content you submit to the platform, including logos, business information, settings, pricing data, and other provider materials (“Provider Content”).

You grant Zercut a non-exclusive, worldwide, royalty-free license to host, copy, process, display, distribute, and use Provider Content as necessary to operate, market, support, and improve the platform and related services, including provider storefronts, transactional communications, and internal operational use.

You represent and warrant that you have the rights needed to grant this license and that your Provider Content does not violate any law or third-party rights.

8. Fees, Billing, Payouts, and Taxes

If you subscribe to paid plans or use paid features, you agree to pay applicable fees as described in the platform, order flow, or order documents.

You are responsible for:

• maintaining valid billing and payout information;
• reviewing invoices, subscription charges, and fees;
• paying all taxes applicable to your use of the platform and your business operations; and
• handling taxes applicable to the goods and services you provide, except to the extent Zercut expressly states otherwise.

Zercut may rely on third-party payment processors and payout providers. Zercut is not responsible for delays, holds, reversals, or restrictions imposed by those providers.

9. Customer Data and Confidentiality

You may receive customer data, files, specifications, and contact details through the platform. You may use that information only to quote, fulfill, support, or otherwise perform the relevant platform workflow.

You must:

• protect customer data with reasonable administrative, technical, and physical safeguards;
• limit internal access to personnel who need the information;
• not sell, misuse, or disclose customer data except as needed for fulfillment or as required by law; and
• promptly notify Zercut of suspected unauthorized access, disclosure, or misuse involving customer data received through the platform.

10. Acceptable Use

You may not:

• misrepresent capabilities, pricing, lead times, or certifications;
• use the platform to violate competition, labor, trade, or consumer-protection laws;
• submit malware, harmful code, or content that interferes with the platform;
• attempt to scrape, reverse engineer, or bypass technical restrictions on the platform; or
• use the platform to harass, defraud, or deceive customers or other users.

11. Suspension, Removal, and Termination

Zercut may suspend, restrict, or terminate your access to the platform, your marketplace participation, or specific features if:

• you breach these Terms;
• you fail onboarding, compliance, payout, or security requirements;
• your conduct creates customer harm or material operational risk;
• we receive complaints or credible evidence of fraud, infringement, or unsafe conduct; or
• we are required to do so by law, regulation, court order, or payment-provider requirements.

Termination does not relieve you of obligations already incurred, including obligations relating to accepted jobs, fees owed, disputes, confidentiality, or indemnity.

12. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”

ZERCUT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, UPTIME, ERROR-FREE OPERATION, SECURITY, OR BUSINESS RESULTS.

ZERCUT DOES NOT GUARANTEE CUSTOMER DEMAND, CONVERSION, REVENUE, QUOTE ACCEPTANCE, PAYMENT TIMING, OR ROUTING VOLUME.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZERCUT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITY, GOODWILL, OR REPUTATION, ARISING OUT OF OR RELATED TO THE PLATFORM OR THESE TERMS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZERCUT’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM WILL NOT EXCEED THE GREATER OF:

• THE FEES YOU PAID TO ZERCUT DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY; OR
• USD $100.

14. Indemnity

You will defend, indemnify, and hold harmless Zercut and its affiliates, officers, directors, employees, and agents from and against claims, liabilities, damages, losses, and expenses arising out of or related to:

• your business operations;
• the goods or services you provide;
• your pricing, quotes, fulfillment, shipping, or tax handling;
• your Provider Content;
• your breach of these Terms; or
• your violation of law or third-party rights.

15. Intellectual Property

The platform, including its software, workflows, visual elements, documentation, and branding, is owned by Zercut or its licensors and is protected by intellectual property laws.

Except for the limited right to use the platform under these Terms, no rights are granted to you by implication or otherwise.

16. Privacy

Your use of the platform is also subject to Zercut’s Privacy Policy.

17. Governing Law and Disputes

These Terms are governed by the laws of [JURISDICTION], without regard to conflict-of-laws rules.

Any dispute, claim, or controversy arising out of or relating to these Terms or the platform will be resolved in the courts located in [JURISDICTION], and you consent to their jurisdiction and venue, unless a different dispute process is required by applicable law or stated in a separate written agreement.

18. Changes to These Terms

Zercut may update these Terms from time to time. If we make material changes, we will provide reasonable notice before the changes take effect, such as by email, in-product notice, or another reasonable method. Non-material updates may take effect when posted or on the stated effective date. Your continued use of the platform after the effective date constitutes acceptance of the updated Terms, except where additional consent is required by applicable law.

19. Contact

Questions about these Terms may be sent to:

[LEGAL CONTACT EMAIL]

[LEGAL ENTITY NAME]

[LEGAL ENTITY ADDRESS]