RORAIMA

IoT Marketplace

AUTHORIZED VENDOR AGREEMENT

(Authorized Supplier Service Agreement)

Version 1.0 – [Date]

This Agreement supplements the General Terms and Conditions of Use and governs the relationship between the Operator and the Authorized Vendor in connection with the sale of IoT installation services, physical devices, and delegated device management through the Roraima marketplace.

Operator: [Roraima S.r.l.] – Registered office: [Address], Italy

Article 1 – Scope and Relationship with General Terms

1.1. This Authorized Vendor Agreement (hereinafter, the “Agreement”) governs the specific terms under which the Authorized Vendor is permitted to sell installation services, physical IoT devices, receive Delegations from Device Owners, and use the additional Services provided by the Platform.

1.2. This Agreement supplements and forms an integral part of the General Terms and Conditions of Use (the “General Terms”). All defined terms used herein and not otherwise defined shall have the meaning ascribed to them in the General Terms. In the event of conflict, this Agreement shall prevail.

1.3. By completing the Authorized Vendor registration process and submitting the required documentation, the Authorized Vendor expressly accepts this Agreement in its entirety.

Article 2 – Eligibility, Authorization and Verification

2.1. To register as an Authorized Vendor, the applicant must: (a) be a natural or legal person registered in one of the 32 countries of the Stripe Europe region; (b) operate in the IoT sector as a device reseller, professional installer, or both; and (c) hold the requisite business registrations, professional certifications, and technical qualifications for their declared sub-type.

2.2. Sub-types. The Authorized Vendor must select one of the following sub-types upon registration:

2.3. Documentary verification. The Authorized Vendor must upload the following documents (PDF/JPG/PNG, max 10 MB each) as part of the authorization process:

(a) Business documents: valid tax identification number, chamber of commerce registration (or equivalent), and proof of business registration in the Authorized Vendor’s country;

(b) Technical documents (for Installer and Both sub-types): professional certifications, technical qualifications, and any legally required licenses for electrical, home automation, or IoT installation work in the Authorized Vendor’s jurisdiction.

2.4. Verification process. Upon submission, the Authorized Vendor’s profile enters “pending_review” status. The Operator (or its designated agent) shall review the documentation and either approve or reject the application. The Operator aims to complete the review within ten (10) business days but does not guarantee a specific timeframe. Until approval, the Authorized Vendor’s operational capabilities are restricted.

2.5. Profile states. The Authorized Vendor’s profile may be in one of the following states: (a) pending_review – initial state, limited capabilities; (b) active – fully operational; (c) rejected – application denied, with reasons communicated; (d) pending_upgrade – sub-type upgrade pending review; (e) inactive – suspended, all delegations revoked automatically.

2.6. Sub-type changes. Upgrades (e.g., from Seller to Both) require submission of additional documentation and a new verification review. During review, the effective sub-type remains unchanged. Downgrades (e.g., from Both to Seller) take effect immediately, without verification; map visibility and related badges are removed automatically.

2.7. The Authorized Vendor must maintain all certifications, licenses, and business registrations valid and up to date throughout the term of this Agreement. The Operator may periodically request updated documentation. Failure to provide updated documentation within thirty (30) calendar days of request may result in suspension of the Authorized Vendor’s profile.

Article 3 – Subscription Plans and Fees

3.1. The Authorized Vendor shall select one of the following subscription Plans:

3.2. Subscription fees, payment processing, upgrade/downgrade rules, and fee modification procedures follow the same terms as set forth in Articles 3.2 through 3.4 of the Device Owner Service Agreement, mutatis mutandis.

Article 4 – Commissions and Payouts

4.1. The Operator charges a Commission on each transaction completed through the Platform. The applicable Commission rate for Authorized Vendors is [__]% of the gross transaction value. The Commission schedule is published on the Platform.

4.2. Payouts are processed via Stripe Connect (Separate Charges and Transfers model), under the same terms as Articles 4.2 through 4.6 of the Device Owner Service Agreement, mutatis mutandis.

Article 5 – Sale of Installation Services

5.1. Authorized Vendors with the sub-type “Installer” or “Both” may list and sell professional IoT installation, configuration, and maintenance services through the Platform. Services are listed in a dedicated marketplace category.

5.2. Service description. Each service listing must include: (a) a clear and accurate description of the service; (b) the geographic area of availability (service radius); (c) estimated completion time; (d) the price, inclusive of all applicable taxes; and (e) any prerequisites or conditions.

5.3. Service radius. The Authorized Vendor shall define a maximum service radius (in kilometers), which determines the geographic area within which the Authorized Vendor offers on-site services. The Platform uses the Haversine formula for geographic filtering. The Authorized Vendor shall not accept orders outside their declared service radius.

5.4. Professional standards. The Authorized Vendor commits to performing all installation services in accordance with: (a) applicable national regulations for electrical, home automation, and IoT installations; (b) manufacturer specifications and recommendations; (c) professional best practices and safety standards; and (d) any specific instructions provided by the Device Owner or Buyer.

5.5. The Authorized Vendor is solely liable for the quality, safety, and legal compliance of the installation services provided. The Operator is not a party to the contract between the Authorized Vendor and the Buyer for installation services, and disclaims all liability for the performance or outcome thereof.

5.6. Insurance. The Authorized Vendor providing installation services shall maintain adequate professional liability insurance covering, at a minimum, damage to the customer’s property, personal injury, and faulty workmanship. Proof of insurance may be required as part of the verification process.

Article 6 – Sale of Physical IoT Devices

6.1. Authorized Vendors with the sub-type “Seller” or “Both” may list and sell physical IoT devices compatible with the Platform through the marketplace.

6.2. Product compliance. All physical devices listed must comply with: (a) applicable EU product safety legislation, including Regulation (EU) 2023/988 (General Product Safety Regulation – GPSR); (b) CE marking requirements; (c) Radio Equipment Directive 2014/53/EU; (d) applicable national safety standards for IoT and electrical devices; and (e) any Extended Producer Responsibility (EPR) obligations in the country of sale.

6.3. Shipping and fulfillment. The Authorized Vendor is solely responsible for shipping, packaging, delivery, and fulfillment of physical device orders. The Authorized Vendor shall clearly indicate shipping costs, estimated delivery times, and shipping zones in their product listings. Custom shipping rates and delivery times may be configured through the Platform.

6.4. Warranty. Physical devices sold through the Platform must comply with the EU legal guarantee of conformity (Directive (EU) 2019/771). The Authorized Vendor, as the seller, is responsible for honoring the legal guarantee. The Operator is not responsible for any warranty claims related to physical products.

6.5. Returns and withdrawals. Consumer purchases of physical devices are subject to the fourteen (14) day right of withdrawal set forth in Article 9 of the General Terms. The Authorized Vendor shall accept returns in accordance with applicable consumer protection law and shall process refunds within the timeframes prescribed by law.

Article 7 – Delegations from Device Owners

7.1. The Authorized Vendor may receive Delegations from Device Owners through the Platform’s pairing code mechanism. By accepting a Delegation, the Authorized Vendor gains operational access to the delegating Device Owner’s IoT devices and Scenarios, subject to the limitations described below.

7.2. Permitted actions under Delegation: manage devices, create and edit Scenarios, test automations, access the delegating Device Owner’s dashboard (devices, scenarios, gateways, cloud accounts, products, audit log).

7.3. Prohibited actions under Delegation: delete devices, modify system device types, create IoT Products (this remains the exclusive prerogative of the Device Owner), sub-delegate access to third parties, self-delegate.

7.4. All actions performed by the Authorized Vendor under Delegation are recorded in the Platform’s audit log with full traceability (identity, timestamp, nature of action). The Authorized Vendor acknowledges and consents to such logging.

7.5. Delegations may be revoked at any time by the Device Owner, with immediate effect. Delegations are automatically revoked upon: (a) the Authorized Vendor’s profile becoming inactive; (b) the Authorized Vendor’s Account being suspended or terminated; or (c) the Device Owner’s Account being suspended or terminated.

7.6. Duty of care. The Authorized Vendor shall exercise professional care and diligence when operating under Delegation. The Authorized Vendor shall not: (a) access devices beyond the scope of the Delegation; (b) collect or process personal data obtained through delegated access for any purpose other than the performance of the delegated tasks; or (c) take any action that could compromise the security or availability of the Device Owner’s devices.

7.7. The Authorized Vendor shall indemnify the Device Owner and the Operator against any claims arising from the Authorized Vendor’s acts or omissions while operating under Delegation.

Article 8 – Map Visibility and Service Area

8.1. Authorized Vendors with the sub-type “Installer” or “Both” are displayed on the Platform’s interactive supplier map. Map placement is determined by the Authorized Vendor’s declared location, service radius, and relevance to the Buyer’s search criteria.

8.2. The Authorized Vendor shall provide an accurate business location and service radius. Misrepresentation of location or service area may result in removal from the map and suspension of the profile.

8.3. The Operator reserves the right to adjust ranking and visibility on the map based on objective criteria, including but not limited to: subscription Plan level, customer satisfaction ratings, response time, and order completion rate. The Operator shall disclose the main ranking parameters in accordance with Regulation (EU) 2019/1150.

Article 9 – Regulatory and Professional Compliance

9.1. The Authorized Vendor is solely responsible for compliance with all applicable laws and regulations in their country of registration and in the countries where they sell products or provide services, including but not limited to:

(a) national regulations for electrical and home automation installations;

(b) professional licensing and certification requirements;

(c) product safety regulations (GPSR, CE marking, radio equipment directives);

(d) consumer protection laws;

(e) data protection laws (GDPR and national implementations);

(f) tax obligations (income tax, VAT, DAC7 reporting);

(g) Extended Producer Responsibility (EPR) registration and reporting obligations;

(h) anti-money laundering and anti-bribery regulations.

9.2. The Operator may request evidence of compliance at any time. Failure to demonstrate compliance may result in suspension or termination of the Authorized Vendor’s profile.

Article 10 – Suspension, Termination and Consequences

10.1. The provisions of Article 15 of the General Terms apply. In addition, the Operator may suspend or terminate the Authorized Vendor’s access specifically if: (a) the Authorized Vendor’s documentation expires or is revoked and is not renewed within thirty (30) calendar days; (b) the Authorized Vendor fails or refuses the periodic re-verification process; (c) the Authorized Vendor receives substantiated complaints regarding the quality or safety of installation services; (d) the Authorized Vendor’s professional license or certification is suspended or revoked by the issuing authority.

10.2. Effect of termination. Upon termination: (a) all active Delegations are revoked immediately; (b) the Authorized Vendor is removed from the supplier map; (c) pending orders for physical devices must be fulfilled or refunded; (d) pending orders for installation services must be completed or canceled with appropriate notice to the Buyer; (e) final Payout settlement follows the same terms as Article 11.3 of the Device Owner Service Agreement.

10.3. The Authorized Vendor may terminate this Agreement at any time by canceling their vendor subscription. Termination shall take effect at the end of the current billing period, subject to the completion of any pending orders.

Article 11 – Representations, Warranties and Indemnification

11.1. The Authorized Vendor represents and warrants that:

(a) the Authorized Vendor has the legal capacity and authority to enter into this Agreement;

(b) all information and documentation provided is accurate, current, and authentic;

(c) the Authorized Vendor holds all necessary licenses, certifications, and insurance;

(d) all products sold comply with applicable product safety and quality standards;

(e) all installation services are performed by qualified personnel in compliance with applicable regulations;

(f) the Authorized Vendor will comply with all applicable tax, consumer protection, and data protection laws;

(g) the Authorized Vendor will exercise professional care in all Delegation activities.

11.2. Without prejudice to Article 14 of the General Terms, the Authorized Vendor specifically agrees to indemnify, defend, and hold harmless the Operator from and against any claims arising from: (a) faulty installation work; (b) damage to property or persons during installation; (c) non-compliant or unsafe physical devices sold; (d) failure to honor warranty obligations; (e) unauthorized actions performed under Delegation; (f) expired or invalid professional certifications; and (g) any regulatory violations.

Article 12 – Data Protection and Processing Under Delegation

12.1. When operating under Delegation, the Authorized Vendor may access personal data of Buyers (e.g., through checkout extra information or device usage logs). The Authorized Vendor acknowledges that, with respect to such data, it acts as a data processor on behalf of the Device Owner (data controller), and shall:

(a) process personal data only for the purposes of performing the delegated tasks;

(b) not retain personal data beyond what is strictly necessary;

(c) implement appropriate technical and organizational security measures;

(d) not disclose personal data to third parties without authorization;

(e) cooperate with data subject access requests and deletion requests;

(f) notify the Device Owner and the Operator without undue delay in the event of a personal data breach.

12.2. With respect to personal data collected directly in the context of the sale of physical devices or installation services (e.g., Buyer name, delivery address, service location), the Authorized Vendor acts as an independent data controller and is solely responsible for GDPR compliance.

Article 13 – Governing Law and Final Provisions

13.1. This Agreement shall be governed by and construed in accordance with the laws of Italy, in accordance with Article 18 of the General Terms.

13.2. The provisions of the General Terms regarding amendments (Article 17), dispute resolution (Article 16), force majeure (Article 19.3), and severability (Article 19.1) apply mutatis mutandis to this Agreement.

13.3. This Agreement, together with the General Terms, the Privacy Policy, and any applicable policies, constitutes the entire agreement between the Authorized Vendor and the Operator with respect to the subject matter hereof.

Acceptance

By completing the Authorized Vendor registration process, uploading the required documentation, and selecting a subscription Plan, the Authorized Vendor confirms that they have read, understood, and accepted this Authorized Vendor Agreement in its entirety, in conjunction with the General Terms and Conditions of Use.

Last updated: [Date]

© [Year] Roraima S.r.l. – All rights reserved.

UNITED KINGDOM ADDENDUM

The following provisions apply exclusively to Users who reside in the United Kingdom.

Article 1 – Applicability

1.1. This Addendum applies to Authorized Vendors whose habitual residence or place of establishment is in the United Kingdom, and supplements the Authorized Vendor Agreement and the UK Addendum to the General Terms.

Article 2 – Product Safety and Compliance

2.1. References to the EU General Product Safety Regulation (GPSR, Regulation (EU) 2023/988) and CE marking in the Authorized Vendor Agreement shall, for UK Authorized Vendors, be read as references to the UK Product Safety framework, including the General Product Safety Regulations 2005 (as amended) and UKCA marking requirements.

2.2. UK Authorized Vendors selling physical IoT devices must ensure compliance with the Electrical Equipment (Safety) Regulations 2016, the Radio Equipment Regulations 2017, and applicable BSI standards.

2.3. References to Extended Producer Responsibility (EPR) obligations shall be read as references to the UK EPR for packaging (Environment Act 2021) and the UK WEEE Regulations.

Article 3 – Installation Services (UK-specific)

3.1. UK Authorized Vendors providing IoT installation services involving electrical work must comply with BS 7671 (IET Wiring Regulations) and, where applicable, be registered with a competent person scheme (e.g., NICEIC, NAPIT, ELECSA) for self-certification under Part P of the Building Regulations (England and Wales) or equivalent requirements in Scotland/Northern Ireland.

Article 4 – Consumer Warranty

4.1. References to the EU legal guarantee of conformity (Directive (EU) 2019/771) shall, for UK consumers, be read as references to the Consumer Rights Act 2015, in particular the provisions on goods (sections 9–17), digital content (sections 33–41), and services (sections 48–52).

Article 5 – Tax Compliance

5.1. UK Authorized Vendors must comply with HMRC requirements, including UK VAT obligations and the Platform Operators (Due Diligence and Reporting Requirements) Regulations 2023.

Acceptance

This UK Addendum to the Authorized Vendor Agreement is accepted as part of the vendor onboarding process.

© [Year] Roraima S.r.l. – All rights reserved.

SWITZERLAND ADDENDUM

The following provisions apply exclusively to Users who reside in Switzerland.

Article 1 – Applicability

1.1. This Addendum applies to Authorized Vendors whose habitual residence or place of establishment is in Switzerland, and supplements the Authorized Vendor Agreement and the Switzerland Addendum to the General Terms.

Article 2 – Product Safety and Compliance

2.1. References to GPSR and CE marking in the Authorized Vendor Agreement do not directly apply in Switzerland. Swiss product safety is governed by the PrSG (Product Safety Act) and PrSV (Product Safety Ordinance). However, devices bearing CE marking are generally accepted in Switzerland under the Mutual Recognition Agreement (MRA) with the EU for certain product categories.

2.2. Swiss Authorized Vendors must comply with the NIV (Niederspannungs-Installationsverordnung / Ordinance on Low-Voltage Installations) for electrical installation work and must hold valid ESTI (Federal Inspectorate for Heavy Current Installations) authorizations where required.

Article 3 – Installation Services (Switzerland-specific)

3.1. Swiss Authorized Vendors providing electrical installation services must hold a valid installation permit (Installationsbewilligung) issued by ESTI, in accordance with the NIV. The Operator may require proof of such authorization as part of the verification process.

Article 4 – Consumer Warranty

4.1. References to the EU legal guarantee of conformity (Directive (EU) 2019/771) shall be read as references to Articles 197–210 OR (Swiss Code of Obligations). Note that the standard Swiss warranty period for movable goods is two (2) years from delivery (Article 210 OR).

Article 5 – Tax and Customs

5.1. Swiss Authorized Vendors are responsible for Swiss VAT compliance under the MWSTG, including registration and reporting obligations.

5.2. For physical devices shipped from Switzerland to EU customers, the Swiss Authorized Vendor is responsible for customs declarations and export procedures. Import VAT and customs duties in the destination country are the responsibility of the recipient unless DDP (Delivered Duty Paid) terms apply.

Acceptance

This Switzerland Addendum to the Authorized Vendor Agreement is accepted as part of the vendor onboarding process.

© [Year] Roraima S.r.l. – All rights reserved.