Terms and Conditions (for Suppliers)

1.1. This Agreement governs the relationship under which Supplier makes its products and/or services (“Products/Services”) available for international sale through Ticto.

1.2. The Parties expressly acknowledge that:

• Ticto OÜ acts as the exclusive Merchant of Record (MoR) for all International Transactions;
• Ticto is the sole seller vis-à-vis Buyers;
• Supplier does not sell Products/Services directly to Buyers;
• Supplier has no authority to collect payments, issue invoices, or represent itself as seller.

1.3. No partnership, joint venture, agency, or employment relationship is created hereby.

2.1. Supplier hereby appoints Ticto OÜ as its exclusive Merchant of Record for all International Transactions involving the Products/Services.

2.2. Ticto, as MoR, shall be responsible for:

• (a) payment processing and settlement;
• (b) compliance with card scheme rules and payment regulations;
• (c) chargeback, refund, and dispute management;
• (d) calculation, collection, and remittance of applicable indirect taxes;
• (e) contractual relationship with Buyers.

2.3. No Flash Title Transfer. At no time shall there be any momentary or “flash” transfer of title between Supplier and Ticto.

3.1. The Parties acknowledge a tripartite contractual structure:

• a) a contract between Ticto and the Buyer governing the International Transaction; and
• b) a licensing or performance relationship between Supplier and the Buyer solely regarding content or execution of the Product/Service.

3.2. Supplier shall have no contractual authority regarding pricing, payments, taxes, refunds, or statutory consumer rights.

4.1. Supplier shall be solely responsible for the development, quality, functionality, and lawful nature of the Products/Services.

4.2. Supplier shall provide accurate and up-to-date information regarding the Products/Services.

4.3. Supplier shall grant Buyers all necessary licenses or access rights upon confirmation of an International Transaction.

4.4. Supplier shall not engage in deceptive, misleading, or unlawful practices.

5.1. Supplier shall provide Ticto with all information required to comply with applicable consumer protection laws regarding digital content.

5.2. Supplier acknowledges that immediate access to Digital Content may result in loss of withdrawal rights under applicable law and shall cooperate fully in implementing legally compliant consent mechanisms.

6.1. Supplier shall provide technical or content-related support for the Products/Services.

6.2. Ticto shall remain responsible toward Buyers for payment-related matters, refunds, and statutory consumer rights.

7.1. Supplier expressly authorizes Ticto to process refunds, reversals, and chargebacks as required.

7.2. Supplier shall fully indemnify and reimburse Ticto for any refund, chargeback, penalty, fine, or loss arising from:

• a) Product/Service defects;
• b) non-delivery or partial delivery;
• c) misleading or inaccurate information;
• d) violation of law or regulation;
• e) intellectual property infringement;
• f) Supplier acts or omissions.

7.3. Ticto may offset such amounts against future payouts or require direct reimbursement.

8.1. Supplier acknowledges that Ticto determines the final consumer price, including taxes and fees.

8.2. Revenue share, commissions, payout schedules, and deductions shall be defined in Schedule A (Commercial Terms).

9.1. Supplier represents and warrants that it owns or validly licenses all intellectual property rights in the Products/Services.

9.2. Supplier grants Ticto a non-exclusive, worldwide, royalty-free license to market and offer the Products/Services during the term of this Agreement.

9.3. Supplier shall indemnify Ticto against any third-party intellectual property claims.

10.1. Ticto acts as Data Controller under GDPR for Buyer personal data.

10.2. Supplier shall act as Data Processor or independent Data Controller, as applicable, and comply with GDPR and other applicable laws.

10.3. Where required, the Parties shall enter into a Data Processing Agreement (DPA) incorporating Standard Contractual Clauses.

Each Party shall keep confidential any non-public information received from the other Party.

12.1. Supplier shall indemnify Ticto against claims arising from: (a) Products/Services defects; (b) intellectual property infringement; (c) breach of law or this Agreement.

12.2. Ticto shall not be liable for indirect or consequential damages, except as required by mandatory consumer law.

13.1. Ticto may immediately suspend sales, retain funds, or terminate this Agreement without prior notice in case of:

• a) regulatory or legal risk;
• b) excessive chargebacks;
• c) fraud suspicion;
• d) reputational risk;
• e) material breach.

14.1. This Agreement shall remain in force until terminated upon thirty (30) days’ written notice.

14.2. Immediate termination may occur in case of material breach or regulatory risk.

15.1. Ticto policies, anti-fraud rules, operational guidelines, and data protection documents may be incorporated by reference upon notice.

This Agreement shall be governed by the laws of the Republic of Estonia.

The courts of Estonia shall have exclusive jurisdiction.

This Agreement constitutes the entire agreement between the Parties and supersedes prior understandings.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.