Home/Roraima — General Terms and Conditions

Roraima — General Terms and Conditions

RORAIMA

IoT Marketplace

GENERAL TERMS AND CONDITIONS OF USE

Version 1.0 – [Date]

This document constitutes the general terms and conditions governing the use of the Roraima marketplace platform. By registering for an account or using the Services, you agree to be bound by these Terms.

Operator: [Roraima S.r.l.] – Registered office: [Address], Italy – VAT: [IT__________] – REA: [__________]

Article 1 – Definitions

Article 2 – Scope and Acceptance

Article 3 – Description of the Platform and Services

Article 4 – Account Registration and Eligibility

Article 5 – User Obligations and Prohibited Conduct

Article 6 – IoT Access, Tokens and Scenarios

Article 7 – AI Services and Credits

Article 8 – Payments, Fees and Refunds

Article 9 – Right of Withdrawal (Consumers)

Article 10 – Intellectual Property

Article 11 – Content and User-Generated Content

Article 12 – Data Protection and Privacy

Article 13 – Limitation of Liability

Article 14 – Indemnification

Article 15 – Suspension and Termination

Article 16 – Dispute Resolution

Article 17 – Amendments

Article 18 – Governing Law and Jurisdiction

Article 19 – General Provisions

Annex A – Country-Specific Provisions

Article 1 – Definitions

For the purposes of these General Terms and Conditions of Use (hereinafter, the “Terms”), the following capitalized terms shall have the meanings set forth below:

“Account” means the personal account created by a User on the Platform upon completion of the registration process, which provides access to the Services.

“Authorized Vendor” or “Authorized Supplier” means a natural or legal person registered on the Platform as a professional provider of IoT installation services, IoT device reselling, or both, who has successfully completed the Platform’s documentary verification process and has been granted “active” status.

“Buyer” or “Purchaser” means any natural or legal person who purchases Products or Services through the Platform, regardless of geographic location.

“Commission” means the percentage fee charged by the Operator on each transaction processed through the Platform, as specified in the applicable Vendor Agreement.

“Credits” or “AI Credits” means the units of measure used to access AI-powered services on the Platform, allocated pursuant to the Vendor’s subscription plan or purchased separately.

“Delegation” means the authorization granted by a Device Owner to an Authorized Vendor to operate on the Device Owner’s IoT devices, established through a pairing code (format: INS-XXXXXX) and revocable at any time.

“Device Owner” or “Proprietary Vendor” means a natural or legal person registered on the Platform who owns or legitimately controls IoT devices and monetizes conditional access thereto through the Platform.

“IoT Device” or “Device” means any internet-connected apparatus (including but not limited to Shelly, Tuya, Home Assistant compatible devices) registered on the Platform by a Device Owner.

“Micro-store” means the dedicated storefront of a Device Owner within the Marketplace.

“Operator” means [Roraima S.r.l.], a company incorporated under Italian law, with registered office at [address], Italy, VAT number [IT__________], which operates the Platform.

“Payout” means the transfer of funds from the Operator to a Vendor via Stripe Connect following a completed transaction, net of applicable Commissions.

“Plan” means the monthly subscription tier selected by a Vendor, which determines the available features, AI Credits allocation, and applicable fees.

“Platform” or “Marketplace” means the Roraima multi-vendor IoT marketplace, accessible via web, mobile, or API, including all geo-localized Storefronts.

“Product” means any good, service, or digital content offered for sale on the Platform, including IoT access tokens, physical IoT devices, and installation services.

“Scenario” means an automated sequence of actions on IoT devices, configurable with triggers and conditions, created by a Device Owner or an Authorized Vendor acting under Delegation.

“Services” means the totality of services provided by the Operator through the Platform, including but not limited to marketplace hosting, payment processing, IoT gateway, AI agents, and storefront management.

“Storefront” means a geo-localized shop window of the Marketplace, configured for a specific geographic area or market.

“Stripe Connect” means the payment infrastructure operated by Stripe, Inc. and/or its European affiliates, used by the Platform to process transactions under the Separate Charges and Transfers model.

“Token” means a JWT (JSON Web Token) credential generated by the Platform upon confirmation of payment, which authorizes the Buyer’s conditional access to one or more IoT devices for a specified duration, number of uses, or subscription period.

“User” means any natural or legal person who accesses or uses the Platform, regardless of role (Buyer, Device Owner, or Authorized Vendor).

“Vendor” means, collectively, Device Owners and Authorized Vendors.

Article 2 – Scope and Acceptance

2.1. These Terms govern the access to, and use of, the Platform and the Services by all Users. These Terms constitute a legally binding agreement between the User and the Operator.

2.2. By creating an Account, accessing the Platform, or using any of the Services, the User expressly acknowledges having read, understood, and accepted these Terms in their entirety. If the User does not agree to these Terms, the User must refrain from using the Platform.

2.3. Users who register as Device Owners or Authorized Vendors are additionally subject to the applicable Vendor Agreement (respectively, the “Device Owner Service Agreement” or the “Authorized Vendor Agreement”), which supplements and forms an integral part of these Terms. In the event of conflict between these Terms and the applicable Vendor Agreement, the Vendor Agreement shall prevail to the extent of the inconsistency.

2.4. The Operator reserves the right to amend these Terms in accordance with Article 17. Continued use of the Platform after the effective date of any amendment constitutes acceptance of the amended Terms.

2.5. These Terms are available in the official language(s) of each Storefront. In the event of discrepancy between language versions, the English-language version shall prevail, except where mandatory local law requires otherwise.

2.6. The definitive English-language version of these Terms is available at [https://www.roraima.io/terms]. Translations are provided for the User’s convenience and do not alter the legal meaning of the English-language version, except as required by the mandatory provisions of the User’s country of residence.

Article 3 – Description of the Platform and Services

3.1. Roraima is a multi-vendor IoT marketplace that enables Device Owners to monetize conditional access to their internet-connected devices, enables Authorized Vendors to sell IoT installation services and compatible physical devices, and enables Buyers to purchase such Products and Services.

3.2. The Operator acts exclusively as an intermediary. The Operator is not a party to the contracts of sale concluded between Vendors and Buyers. The contractual relationship for the purchase of Products is formed directly between the Buyer and the relevant Vendor. The Operator does not own, possess, control, or inspect the IoT devices, physical products, or installation services offered on the Platform.

3.3. The Platform provides the following core Services, without limitation:

(a) hosting of Vendor Micro-stores and product listings across geo-localized Storefronts;

(b) processing of payments via Stripe Connect, including 3D Secure authentication in compliance with PSD2/SCA requirements;

(d) IoT Gateway infrastructure for communication between the Platform and registered devices;

(e) Scenario creation and execution engine for device automation;

(f) AI-powered agents for user assistance, device diagnostics, and automation advisory;

(g) Delegation management system enabling Device Owners to authorize Authorized Vendors;

(h) audit logging and traceability of all operations performed on the Platform.

3.4. The Operator does not guarantee, and expressly disclaims any warranty regarding: (a) the existence, quality, safety, legality, or fitness for a particular purpose of any Product listed on the Platform; (b) the accuracy, completeness, or reliability of any information provided by Vendors; (c) the ability of any Vendor to deliver the Products or Services offered; (d) the ability of any Buyer to complete a purchase; or (e) the continuous, uninterrupted availability or functionality of any IoT device.

3.5. The Platform may provide guidance, recommendations, pricing suggestions, or AI-generated content. Such information is provided for informational purposes only and does not constitute professional advice. Users are solely responsible for their decisions regarding the use of the Platform.

Article 4 – Account Registration and Eligibility

4.1. Use of the Platform requires the creation of an Account. Registration is free of charge for Buyers. Vendors may be subject to subscription fees as described in their applicable Vendor Agreement.

4.2. To register, the User must provide accurate, current, and complete information, including the User’s legal name (or business name), email address, and any additional information required by the registration form. The User undertakes to keep such information up to date at all times.

4.3. Eligibility requirements:

(a) Buyers: any natural person who has reached the age of majority in their country of residence, or any legal person duly incorporated and represented.

(b) Device Owners: any natural or legal person registered in one of the 32 countries of the Stripe Europe region, who lawfully possesses or controls IoT devices.

(c) Authorized Vendors: any natural or legal person registered in one of the 32 countries of the Stripe Europe region, holding the requisite professional qualifications, certifications, and business registrations for their declared sub-type (Seller, Installer, or Both).

4.4. Each User may maintain only one Account, unless expressly authorized in writing by the Operator. The Account is personal and non-transferable. The User is solely responsible for maintaining the confidentiality of their login credentials and for all activities conducted through their Account.

4.5. The User shall immediately notify the Operator of any unauthorized use of their Account or any breach of security. The Operator shall not be liable for any loss or damage arising from the User’s failure to comply with this obligation.

4.6. The Operator reserves the right to refuse registration, suspend, or terminate any Account at its sole discretion, in accordance with Article 15, including where the Operator reasonably suspects that the information provided is inaccurate, incomplete, or fraudulent, or that the User has violated these Terms.

Article 5 – User Obligations and Prohibited Conduct

5.1. All Users undertake to use the Platform in good faith, in compliance with these Terms, applicable law, and public order. Users shall refrain from any conduct that may damage the Platform, its Users, or third parties.

5.2. Without prejudice to the generality of the foregoing, Users are strictly prohibited from:

(a) providing false, misleading, or fraudulent information during registration or at any time thereafter;

(b) using the Platform for any illegal purpose, including but not limited to money laundering, fraud, or the sale of counterfeit, stolen, or prohibited goods;

(c) circumventing, disabling, or otherwise interfering with security-related features of the Platform, including payment authentication mechanisms;

(d) attempting to gain unauthorized access to IoT devices, Tokens, Accounts, or systems not belonging to the User;

(e) reverse engineering, decompiling, disassembling, or otherwise attempting to derive the source code of the Platform or any of its components;

(f) using bots, scrapers, crawlers, or other automated means to access or interact with the Platform without the Operator’s prior written consent;

(g) uploading, transmitting, or distributing any content that is defamatory, obscene, threatening, abusive, or otherwise objectionable;

(h) infringing upon the intellectual property rights of the Operator, other Users, or third parties;

(i) manipulating pricing, reviews, ratings, or search results;

(j) conducting transactions outside the Platform to avoid Commission payments or circumvent Platform safeguards;

(k) reselling, sublicensing, or transferring Tokens or access rights to third parties without authorization;

(l) using IoT device access in a manner that endangers persons, property, or the environment.

5.3. The Operator reserves the right to monitor compliance with these Terms and to take any measures it deems appropriate, including the removal of content, suspension of Accounts, and reporting to competent authorities.

Article 6 – IoT Access, Tokens and Scenarios

6.1. The Platform enables the sale and purchase of conditional access to IoT devices through Tokens. A Token is a digital credential (JWT) automatically generated by the Platform upon confirmation of payment, which grants the Buyer access to specified IoT devices under the conditions defined by the Device Owner.

6.2. Tokens may be configured by the Device Owner under the following access models:

(a) Timed: access for a specified number of hours from activation, after which the Token expires automatically;

(b) Credits: access for a specified number of uses, with each action consuming one credit;

(d) One-shot: single-use access, with the Token revoked immediately after the first use;

(e) Timed + Credits: combined model, expiring upon the first limit reached.

6.3. Tokens are non-transferable. The Buyer may not share, resell, or otherwise distribute a Token to third parties. Any attempt to do so shall result in the immediate revocation of the Token without refund.

6.4. The Platform automatically manages Token lifecycle, including generation, activation, expiration, revocation, and cleanup. Neither the Device Owner nor the Buyer has the ability to modify the Token’s parameters after generation.

6.5. Scenarios are automated sequences of actions on IoT devices created by Device Owners (or Authorized Vendors acting under Delegation). The Buyer who purchases a Product associated with a Scenario acquires the right to execute such Scenario within the limits of the applicable Token. The Buyer acknowledges that Scenarios interact with physical devices and that unintended consequences (including but not limited to device malfunctions, environmental effects, or safety hazards) may arise from their execution.

6.6. The Operator does not guarantee the continuous availability, responsiveness, or proper functioning of IoT devices. The Device Owner is solely responsible for ensuring that their devices are operational and reachable throughout the validity period of any Token sold. In the event of prolonged malfunction, the Buyer may be entitled to a refund or extension in accordance with the Platform’s refund policy (Article 8).

6.7. The User acknowledges that IoT device access involves inherent risks, including but not limited to: network latency, connectivity interruptions, firmware incompatibilities, and third-party cloud service outages. The Operator shall not be liable for any loss or damage arising from such risks.

Article 7 – AI Services and Credits

7.1. The Platform provides AI-powered agents to assist Users with various tasks, including purchase assistance, operational support, scenario building, device diagnostics, and automation advisory. The availability of specific AI agents depends on the User’s role and subscription Plan.

7.2. AI Services are accessed through the consumption of AI Credits. Each Vendor subscription Plan includes a monthly allocation of Credits (Plan Credits), which reset at the end of each calendar month and are non-cumulative. Additional Credits may be purchased separately (Purchased Credits), which are cumulative and do not expire.

7.3. Credits are consumed in the following order: (a) Plan Credits first; (b) Purchased Credits second (FIFO – first in, first out).

7.4. The Buyer Assistant AI agent is available to all Buyers free of charge, subject to a daily usage limit of ten (10) messages per day. No AI Credits are required.

7.5. AI-generated content, recommendations, and diagnostics are provided on an “as-is” basis, without warranty of accuracy, completeness, or fitness for a particular purpose. The User is solely responsible for evaluating and acting upon AI-generated outputs. The Operator shall not be liable for any decision made or action taken by the User in reliance on AI-generated content.

7.6. The Operator reserves the right to modify, suspend, or discontinue any AI agent at any time, with reasonable prior notice where practicable.

Article 8 – Payments, Fees and Refunds

8.1. All payments on the Platform are processed through Stripe Connect. The Operator is not a payment services provider and does not at any time hold, manage, or have access to the Buyer’s payment instrument data. The Operator acts solely as a platform facilitating the connection between Users and the payment infrastructure provided by Stripe.

8.2. All transactions are subject to Strong Customer Authentication (SCA) via 3D Secure, in compliance with PSD2 (Directive (EU) 2015/2366) and applicable national implementing legislation. The Buyer acknowledges and accepts that the completion of additional authentication steps may be required for each transaction.

8.3. Prices displayed on the Platform are expressed in the local currency of the applicable Storefront. Unless otherwise specified, prices displayed to Buyers are inclusive of applicable Value Added Tax (VAT) or equivalent consumption tax. The applicable VAT rate shall be determined in accordance with the tax rules of the Buyer’s country of delivery or, for digital services, the Buyer’s country of residence.

8.4. The Operator charges Vendors a Commission on each transaction, as specified in the applicable Vendor Agreement. Payouts to Vendors are processed via Stripe Connect (Transfers model) and are net of the applicable Commission. The Operator does not guarantee any specific Payout schedule; Payout timing is subject to Stripe’s processing times and any applicable holding periods.

8.5. Refund policy. Refunds may be issued in the following circumstances:

(a) where the Buyer exercises the right of withdrawal in accordance with Article 9;

(b) where an IoT device is demonstrably non-functional or unreachable for a material portion of the Token’s validity period, through no fault of the Buyer;

(d) where required by applicable consumer protection law.

8.6. Refund requests must be submitted through the Platform’s dispute resolution mechanism within fourteen (14) calendar days of the purchase date or, in the case of IoT access, within fourteen (14) calendar days of the occurrence of the event giving rise to the refund request. The Operator shall use commercially reasonable efforts to resolve refund requests within thirty (30) calendar days.

8.7. Subscription Plan fees charged to Vendors are non-refundable, except where mandatory law provides otherwise. The User may cancel their subscription at any time, with effect from the end of the current billing period.

Article 9 – Right of Withdrawal (Consumers)

9.1. In accordance with Directive 2011/83/EU on consumer rights and its national implementing legislation, consumers (natural persons acting for purposes outside their trade, business, craft, or profession) have the right to withdraw from a distance contract within fourteen (14) calendar days from the date of the conclusion of the contract (for services and digital content) or from the date of delivery (for physical goods), without giving any reason.

9.2. Exceptions to the right of withdrawal. The right of withdrawal does not apply to:

(a) contracts for the supply of digital content which is not supplied on a tangible medium, where performance has begun with the consumer’s prior express consent and acknowledgment that the right of withdrawal is thereby lost (Article 16(m) of Directive 2011/83/EU);

(b) contracts for services after the service has been fully performed, where performance began with the consumer’s prior express consent and acknowledgment that the right of withdrawal would be lost upon full performance;

9.3. Given the nature of IoT access tokens, which constitute digital content not supplied on a tangible medium, the Buyer who purchases an IoT access token shall be informed at checkout that: (a) the Token will be generated immediately upon payment confirmation; (b) by proceeding with the purchase, the Buyer expressly consents to the immediate supply of the digital content; and (c) the Buyer acknowledges that this consent results in the loss of the right of withdrawal.

9.4. For physical goods sold by Authorized Vendors, the right of withdrawal shall be exercised by sending a clear statement to the Vendor (via the Platform’s communication tools) within the fourteen (14) day period. The Buyer shall return the goods at their own expense within fourteen (14) days of communicating the withdrawal. The Vendor shall reimburse the Buyer within fourteen (14) days of receiving the returned goods or proof of dispatch.

9.5. Additional or more favorable withdrawal rights may apply in certain jurisdictions, as specified in Annex A (Country-Specific Provisions).

Article 10 – Intellectual Property

10.1. All intellectual property rights in and to the Platform, including but not limited to the software, algorithms, databases, trade names, trademarks, logos, graphic design, user interface, and documentation, are and shall remain the exclusive property of the Operator or its licensors. Nothing in these Terms grants the User any right, title, or interest in or to the Platform’s intellectual property, except for the limited, non-exclusive, non-transferable, revocable license to use the Platform in accordance with these Terms.

10.2. The name “Roraima”, the Roraima logo, and all associated trade dress are trademarks of the Operator. No User may use these marks without the Operator’s prior written consent.

10.3. Vendors retain ownership of their own intellectual property, including product descriptions, images, brand names, and any content uploaded to the Platform. By uploading content to the Platform, the Vendor grants the Operator a non-exclusive, worldwide, royalty-free, sublicensable license to use, reproduce, display, and distribute such content solely for the purpose of operating and promoting the Platform.

10.4. Buyers acknowledge that the purchase of a Token or a physical product does not confer any intellectual property rights over the underlying IoT device, its firmware, software, or any Scenario associated therewith. The Token confers a limited right of use, subject to the conditions defined by the Device Owner.

Article 11 – Content and User-Generated Content

11.1. Users may upload, submit, or transmit content through the Platform, including product listings, descriptions, images, reviews, and communications (collectively, “User Content”). Each User represents and warrants that: (a) the User owns or has all necessary rights to the User Content; (b) the User Content does not infringe upon the rights of any third party; and (c) the User Content complies with applicable law and these Terms.

11.2. The Operator does not pre-screen User Content and does not assume any obligation to monitor, edit, or remove User Content. However, the Operator reserves the right to remove or disable access to any User Content that it reasonably considers to be in violation of these Terms, applicable law, or the rights of third parties, including upon receipt of a valid notice under the EU Digital Services Act (Regulation (EU) 2022/2065) or equivalent national legislation.

11.3. The Operator shall implement a notice-and-action mechanism in accordance with Articles 16 and 17 of the Digital Services Act, enabling any person or entity to submit notices regarding allegedly illegal content. Upon receipt of a valid notice, the Operator shall act expeditiously to assess and, where appropriate, remove or disable access to the content.

11.4. Users whose content is removed or restricted shall be informed of the decision, the reasons therefor, and the available redress mechanisms, including the possibility to lodge a complaint through the Platform’s internal complaint-handling system.

Article 12 – Data Protection and Privacy

12.1. The Operator processes personal data in accordance with Regulation (EU) 2016/679 (General Data Protection Regulation – “GDPR”) and applicable national data protection legislation. The Operator’s Privacy Policy, available at [URL], forms an integral part of these Terms and describes in detail the categories of data collected, the purposes and legal bases for processing, the retention periods, and the data subjects’ rights.

12.2. In the context of the Platform, the Operator acts as: (a) data controller with respect to User registration data, Account management data, usage analytics, and payment-related data; (b) data processor with respect to any personal data processed on behalf of Vendors in the context of order fulfillment (to the extent such data is transmitted through the Platform).

12.3. Vendors who collect personal data through the Platform (including through the “extra information” fields at checkout) act as independent data controllers with respect to such data and are solely responsible for compliance with the GDPR and all applicable data protection laws. The Platform does not archive or store checkout extra information data beyond the duration of the transaction.

12.4. Users have the right to access, rectify, erase, restrict, or port their personal data, and to object to processing, in accordance with the GDPR. Requests may be submitted to the Operator at [privacy@roraima.io].

12.5. The Operator implements appropriate technical and organizational measures to protect personal data against unauthorized access, loss, alteration, or disclosure, in accordance with Article 32 of the GDPR.

12.6. The use of Stripe Connect for payment processing entails the transfer of certain personal data to Stripe, Inc. and/or its affiliates, which act as independent data controllers. The User is referred to Stripe’s privacy policy for information on Stripe’s data processing practices.

Article 13 – Limitation of Liability

13.1. The Platform and Services are provided on an “as is” and “as available” basis. To the fullest extent permitted by applicable law, the Operator disclaims all warranties, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.

13.2. The Operator’s liability under or in connection with these Terms, whether arising in contract, tort (including negligence), strict liability, or otherwise, shall be limited to the aggregate amount of Commissions earned by the Operator from the User’s transactions during the twelve (12) months preceding the event giving rise to the claim.

13.3. The Operator shall not be liable for:

(a) any loss of profit, revenue, business, goodwill, data, or anticipated savings;

(b) any indirect, incidental, special, consequential, or punitive damages;

(d) any malfunction, unavailability, or security breach of IoT devices, third-party cloud services, or internet connectivity;

(e) any loss or damage arising from force majeure events (Article 19.3);

(f) any decision or action taken by the User in reliance on AI-generated content.

13.4. Nothing in these Terms shall exclude or limit the Operator’s liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under applicable mandatory law.

13.5. The limitations and exclusions set forth in this Article shall apply to the fullest extent permitted by applicable law and shall survive the termination of these Terms.

Article 14 – Indemnification

14.1. The User agrees to indemnify, defend, and hold harmless the Operator, its directors, officers, employees, agents, and affiliates from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) the User’s breach of these Terms; (b) the User’s violation of applicable law; (c) the User’s User Content; (d) the User’s use of the Platform or interaction with IoT devices; or (e) any dispute between the User and another User or third party.

14.2. Vendors specifically agree to indemnify the Operator against any claims arising from: (a) defective, unsafe, or non-compliant Products; (b) false or misleading product descriptions; (c) violation of consumer protection laws; (d) infringement of intellectual property rights; or (e) failure to comply with applicable tax, safety, or regulatory obligations.

14.3. The Operator shall promptly notify the indemnifying party of any claim and shall reasonably cooperate in the defense thereof. The Operator reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification.

Article 15 – Suspension and Termination

15.1. The User may terminate their Account at any time by submitting a request through the Platform’s account settings. Termination by the User shall take effect within a reasonable period, subject to the completion of any pending transactions or obligations.

15.2. The Operator may suspend or restrict a User’s access to the Platform, in whole or in part, with immediate effect and without prior notice, if the Operator reasonably determines that: (a) the User has materially breached these Terms; (b) the Account is being used for deceptive, fraudulent, or illegal activity; (c) the User’s activity poses a risk to other Users, the Platform, or third parties; or (d) the User’s identity or information cannot be verified.

15.3. The Operator may terminate a User’s Account for convenience by providing at least thirty (30) calendar days’ advance notice via email or through the Platform. In the case of Vendors, the notice period shall comply with the requirements of Regulation (EU) 2019/1150 (Platform-to-Business Regulation).

15.4. In all cases of suspension or termination, the Operator shall: (a) provide the User with a statement of reasons, unless such disclosure would hinder the investigation or prevention of illegal activity; (b) inform the User of the available appeal and redress mechanisms; and (c) allow the User to retrieve their data in accordance with applicable data protection law.

15.5. Upon termination: (a) all licenses granted to the User under these Terms shall immediately cease; (b) any outstanding Tokens shall expire at the end of their validity period; (c) any outstanding Payouts shall be processed in accordance with the applicable Vendor Agreement; (d) the User’s Account data shall be retained or deleted in accordance with the Privacy Policy and applicable law.

15.6. Termination shall not affect any rights, obligations, or liabilities accrued prior to the effective date of termination, including indemnification obligations and the Operator’s right to recover amounts due.

Article 16 – Dispute Resolution

16.1. The Operator provides an internal complaint-handling system accessible through the Platform. Users may submit complaints regarding any aspect of the Services, including content moderation decisions, Account suspensions, and transaction disputes. The Operator shall acknowledge receipt of complaints within five (5) business days and shall endeavor to resolve them within thirty (30) calendar days.

16.2. Disputes between Buyers and Vendors. The Operator may, at its discretion, facilitate the resolution of disputes between Buyers and Vendors through mediation tools provided on the Platform. However, the Operator is not obligated to resolve such disputes and shall not be liable for the outcome. If the parties are unable to resolve a dispute, they may resort to the out-of-court or judicial remedies available under applicable law.

16.3. European Online Dispute Resolution (ODR). In accordance with Regulation (EU) No 524/2013, consumers resident in the European Union may submit disputes to the European Online Dispute Resolution platform available at https://ec.europa.eu/consumers/odr. The Operator’s contact email for ODR purposes is [odr@roraima.io].

16.4. Mediation for business users. In accordance with Regulation (EU) 2019/1150, the Operator identifies the following mediators that it is willing to engage with to attempt to reach an agreement on the settlement of disputes with business users: [to be designated]. The Operator will engage in good faith in any mediation attempt.

16.5. Nothing in this Article shall prevent a User from exercising their right to bring proceedings before the competent courts in accordance with Article 18.

Article 17 – Amendments

17.1. The Operator reserves the right to amend these Terms at any time. The User shall be notified of any material amendments at least fifteen (15) calendar days before the effective date, by means of: (a) a prominent notice on the Platform; (b) email notification to the registered email address; or (c) an in-app notification.

17.2. For Vendors (business users), the notice period for amendments shall be at least thirty (30) calendar days, in accordance with Regulation (EU) 2019/1150 (P2B Regulation), unless: (a) the amendment is required by law or regulatory obligation with a shorter compliance deadline; or (b) the amendment is necessary to address an unforeseen and imminent danger to the Platform, Users, or third parties.

17.3. If the User does not agree to the amended Terms, the User may terminate their Account before the effective date. Continued use of the Platform after the effective date shall constitute acceptance of the amended Terms.

17.4. All previous versions of these Terms shall be archived and made available upon request.

Article 18 – Governing Law and Jurisdiction

18.1. These Terms shall be governed by and construed in accordance with the laws of Italy, without regard to its conflict of laws principles.

18.2. Any dispute arising out of or in connection with these Terms that cannot be resolved through the dispute resolution mechanisms described in Article 16 shall be submitted to the exclusive jurisdiction of the courts of [Milan / to be determined], Italy.

18.3. Consumer jurisdiction. Notwithstanding Clause 18.2, where the User is a consumer within the meaning of Directive 2011/83/EU, any dispute shall be subject to the jurisdiction of the courts of the consumer’s place of domicile or habitual residence, in accordance with Regulation (EU) No 1215/2012 (Brussels I bis). Nothing in these Terms shall deprive consumers of the protection afforded by the mandatory provisions of the law of their habitual residence.

18.4. For Users resident in the United Kingdom, the applicable governing law provisions are set forth in Annex A.

Article 19 – General Provisions

19.1. Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or, if modification is not possible, severed from these Terms. The remaining provisions shall continue in full force and effect.

19.2. Waiver. The failure of the Operator to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. No waiver shall be effective unless made in writing and signed by the Operator.

19.3. Force Majeure. The Operator shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to natural disasters, epidemics, acts of government, war, terrorism, cyberattacks, power outages, telecommunications failures, or third-party service provider outages (including Stripe and cloud infrastructure providers).

19.4. Assignment. The User may not assign or transfer these Terms or any rights or obligations hereunder without the prior written consent of the Operator. The Operator may assign these Terms in whole or in part to any affiliate or successor entity without the User’s consent, provided that such assignment does not materially diminish the User’s rights.

19.5. Entire Agreement. These Terms, together with the applicable Vendor Agreement, the Privacy Policy, and any other policies referenced herein, constitute the entire agreement between the User and the Operator with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, or representations, whether oral or written.

19.6. Notices. All notices to the Operator shall be sent to: [Roraima S.r.l.], [Address], Italy, or by email to [legal@roraima.io]. Notices to the User shall be sent to the email address associated with the User’s Account or displayed as a prominent notice on the Platform.

19.7. Language. These Terms are drafted in English and may be translated into the official languages of the Storefronts. In the event of any inconsistency between the English version and a translation, the English version shall prevail, except where mandatory local law requires otherwise.

19.8. Digital Services Act compliance. The Operator is committed to compliance with Regulation (EU) 2022/2065 (Digital Services Act). The Operator shall designate a single point of contact for authorities, implement a transparent content moderation policy, and publish periodic transparency reports as required by applicable law.

19.9. Platform-to-Business Regulation compliance. In its relations with business users (Vendors), the Operator shall comply with Regulation (EU) 2019/1150. This includes: (a) transparent ranking parameters; (b) clear terms regarding differentiated treatment; (c) a description of the main economic, commercial, or legal considerations for any restrictions on the ability of Vendors to offer different conditions through other channels; and (d) the internal complaint-handling system described in Article 16.

Article A – Country-Specific Provisions

This Annex sets forth additional or derogating provisions applicable to Users residing in specific countries. These provisions supplement the main body of these Terms. In the event of conflict between this Annex and the main body, the provisions of this Annex shall prevail for Users in the relevant jurisdiction.

A.1. Italy (IT)

Applicable national legislation: Codice del Consumo (D.Lgs. 206/2005); Codice Civile; D.Lgs. 70/2003 (e-commerce); foro del consumatore ex art. 66-bis Codice del Consumo.

[Detailed country-specific provisions to be drafted following legal review of mandatory national requirements, including: consumer jurisdiction rules, specific withdrawal right extensions, mandatory information obligations, ADR body designations, and national product safety regulations for IoT devices.]

A.2. Spain (ES)

Applicable national legislation: Ley General para la Defensa de los Consumidores y Usuarios (RDL 1/2007); Ley 34/2002 (LSSI-CE); Ley 7/1998 (Condiciones Generales de la Contratación).

A.3. France (FR)

Applicable national legislation: Code de la consommation; Loi pour la Confiance dans l’Économie Numérique (LCEN); Code civil (obligation d’information précontractuelle, Art. L221-5 Code de la consommation); médiation de la consommation (Art. L611-1 et s.).

A.4. Germany (DE)

Applicable national legislation: Bürgerliches Gesetzbuch (BGB); Gesetz gegen den unlauteren Wettbewerb (UWG); Telemediengesetz (TMG) / Digitale-Dienste-Gesetz (DDG); Fernabsatzrecht (§§ 312b ff. BGB); AGB-Kontrolle (§§ 305 ff. BGB); Verbraucherstreitbeilegungsgesetz (VSBG).

A.5. United Kingdom (UK)

Applicable national legislation: Consumer Rights Act 2015; Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013; UK GDPR and Data Protection Act 2018; retained EU law. Governing law: laws of England and Wales (unless the User resides in Scotland or Northern Ireland, in which case the law of that jurisdiction applies). The EU ODR platform is not available to UK consumers; alternative dispute resolution via certified ADR bodies.

A.6. Croatia (HR)

Applicable national legislation: Zakon o zaštiti potrošača (Consumer Protection Act); Zakon o elektroničkoj trgovini (Electronic Commerce Act); Zakon o obveznim odnosima (Obligations Act).

A.7. Greece (GR)

Applicable national legislation: Νόμος 2251/1994 (προστασία καταναλωτών); Π.Δ. 131/2003 (ηλεκτρονικό εμπόριο); Civil Code provisions on distance selling.

A.8. Austria (AT)

Applicable national legislation: Konsumentenschutzgesetz (KSchG); Fern- und Auswärtsgeschäfte-Gesetz (FAGG); E-Commerce-Gesetz (ECG); Allgemeines Bürgerliches Gesetzbuch (ABGB); Verbrauchergerichtsstand gem. § 14 KSchG.

A.9. Portugal (PT)

Applicable national legislation: Lei de Defesa do Consumidor (Lei 24/96); Decreto-Lei 7/2004 (comércio eletrónico); Decreto-Lei 24/2014 (contratos celebrados à distância); Código Civil.

A.10. Poland (PL)

Applicable national legislation: Ustawa o prawach konsumenta (Consumer Rights Act); Ustawa o świadczeniu usług drogą elektroniczną (Electronic Services Act); Kodeks cywilny (Civil Code); Ustawa o ochronie konkurencji i konsumentów.

Acceptance

By clicking “I Accept”, “Create Account”, or any similar affirmative action during the registration process, or by continuing to use the Platform, the User confirms that they have read, understood, and accepted these General Terms and Conditions of Use in their entirety.

Last updated: [Date]

Previous version: N/A (first version)

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 all Users whose habitual residence or place of establishment is in the United Kingdom of Great Britain and Northern Ireland (“UK”).

1.2. Following the United Kingdom’s withdrawal from the European Union, the EU regulations referenced in the General Terms (including the DSA, P2B Regulation, and GDPR) do not directly apply in the UK. This Addendum sets out the corresponding UK legal framework.

Article 2 – Governing Law

2.1. For UK-resident Users, these Terms and this Addendum shall be governed by and construed in accordance with the laws of England and Wales.

2.2. If the User resides in Scotland, the laws of Scotland shall apply. If the User resides in Northern Ireland, the laws of Northern Ireland shall apply.

2.3. Consumer jurisdiction. UK consumers may bring proceedings in the courts of the part of the United Kingdom in which they reside. Nothing in these Terms shall deprive UK consumers of the protection afforded by the mandatory provisions of UK consumer law.

Article 3 – Consumer Protection

3.1. References to Directive 2011/83/EU (Consumer Rights Directive) in the General Terms shall, for UK Users, be read as references to the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (SI 2013/3134), as amended.

3.2. References to the EU consumer guarantee of conformity (Directive (EU) 2019/771) shall be read as references to the Consumer Rights Act 2015 (CRA 2015), in particular Parts 1 and 2 (goods and digital content).

3.3. Right of cancellation. UK consumers have the right to cancel a distance contract within fourteen (14) days from the date of conclusion of the contract (for services and digital content) or from the date of delivery (for goods), in accordance with the Consumer Contracts Regulations 2013. The exceptions set forth in Article 9.2 of the General Terms apply mutatis mutandis, adapted to the corresponding provisions of the Consumer Contracts Regulations 2013 (Regulation 28).

3.4. For IoT access tokens (digital content not supplied on a tangible medium), the provisions of Article 9.3 of the General Terms regarding express consent and acknowledgment of loss of cancellation right apply equally under UK law (Regulation 37 of the Consumer Contracts Regulations 2013).

Article 4 – Data Protection

4.1. References to the GDPR (Regulation (EU) 2016/679) in the General Terms shall, for UK Users and for any processing of personal data of UK data subjects, be read as references to the UK GDPR (as defined in section 3(10) of the Data Protection Act 2018) and the Data Protection Act 2018 (“DPA 2018”).

4.2. The Operator’s Privacy Policy addresses UK-specific data protection requirements, including the lawful bases for processing, international data transfers (UK adequacy regulations and UK International Data Transfer Agreements), and the rights of UK data subjects.

4.3. References to supervisory authorities shall, for UK Users, be read as references to the Information Commissioner’s Office (“ICO”).

Article 5 – Digital Services and Content Moderation

5.1. The EU Digital Services Act (Regulation (EU) 2022/2065) does not apply in the UK. For UK Users, the Operator’s content moderation obligations are governed by the Online Safety Act 2023, to the extent applicable.

5.2. The Operator maintains the same notice-and-action mechanisms described in Article 11 of the General Terms for UK Users, as a matter of good practice and in anticipation of regulatory developments.

Article 6 – Platform-to-Business Regulation

6.1. The EU Platform-to-Business Regulation (EU 2019/1150) does not apply in the UK. However, the Operator voluntarily extends the transparency, ranking, and complaint-handling commitments described in the General Terms to UK business users, in line with CMA (Competition and Markets Authority) guidance and best practices.

Article 7 – Dispute Resolution

7.1. The EU Online Dispute Resolution (ODR) platform is not available to UK Users. UK consumers may seek alternative dispute resolution through a certified ADR body approved by the Chartered Trading Standards Institute (CTSI) or other competent authority.

7.2. The Operator’s internal complaint-handling system described in Article 16 of the General Terms remains available to all UK Users.

Article 8 – Limitation of Liability

8.1. In addition to the exclusions set forth in Article 13.4 of the General Terms, the Operator’s liability shall not be excluded or limited for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by negligence; (c) breach of the terms implied by sections 12, 13, 14, and 15 of the Sale of Goods Act 1979 (as applicable); or (d) any other liability that cannot be excluded or limited under English law.

8.2. For UK consumers, the limitation of liability provisions in Article 13 of the General Terms shall be interpreted in accordance with the unfair terms provisions of the Consumer Rights Act 2015 (Part 2) and the Unfair Contract Terms Act 1977 (UCTA).

Article 9 – Payments

9.1. References to PSD2 (Directive (EU) 2015/2366) in the General Terms shall, for UK payment transactions, be read as references to the Payment Services Regulations 2017 (SI 2017/752), as amended, and the related FCA rules on Strong Customer Authentication (SCA).

Acceptance

By using the Platform from the United Kingdom, the User confirms acceptance of this UK Addendum, which supplements the General Terms and Conditions of Use.

SWITZERLAND ADDENDUM

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

Article 1 – Applicability

1.1. This Addendum applies to all Users whose habitual residence or place of establishment is in the Swiss Confederation (“Switzerland”).

1.2. Switzerland is not a member of the European Union or the European Economic Area. The EU regulations referenced in the General Terms (including the DSA, P2B Regulation, GDPR, and the Consumer Rights Directive) do not directly apply in Switzerland. This Addendum sets out the corresponding Swiss legal framework.

Article 2 – Governing Law and Jurisdiction

2.1. For Swiss-resident Users, these Terms and this Addendum shall be governed by Italian law, as the Operator is domiciled in Italy (in accordance with Article 120 of the Swiss Federal Act on Private International Law, IPRG).

2.2. Consumer jurisdiction. Notwithstanding Clause 2.1, Swiss consumers may bring proceedings at their domicile or habitual residence in Switzerland, in accordance with Article 114 IPRG. Where Swiss consumer protection legislation (in particular the Swiss Code of Obligations and the Federal Act on Unfair Competition, UWG) provides for mandatory consumer protection rules, such rules shall apply to the extent they override the chosen law.

2.3. Any disputes that cannot be resolved through the complaint-handling mechanisms described in Article 16 of the General Terms may be submitted to the competent Swiss courts at the consumer’s domicile.

Article 3 – Consumer Protection

3.1. References to Directive 2011/83/EU (Consumer Rights Directive) in the General Terms do not apply in Switzerland. Swiss consumer protection is governed by the Swiss Code of Obligations (OR), in particular Articles 40a–40g OR (doorstep and distance selling).

3.2. Right of withdrawal. Under Swiss law (Article 40e OR), consumers have the right to withdraw from distance contracts within fourteen (14) days from the receipt of the goods or, for services, from the conclusion of the contract. The withdrawal must be communicated in writing or by another form of text (email). The following exceptions apply in addition to those listed in Article 9.2 of the General Terms:

(a) contracts for goods or services whose price is subject to financial market fluctuations beyond the Operator’s control;

(b) contracts for goods made to the consumer’s specifications or clearly personalized;

3.3. For IoT access tokens, the provisions of Article 9.3 of the General Terms regarding express consent and loss of withdrawal right apply by analogy under Swiss law.

3.4. References to the EU legal guarantee of conformity (Directive (EU) 2019/771) shall, for Swiss Users, be read as references to the warranty provisions of the Swiss Code of Obligations (Articles 197–210 OR).

Article 4 – Data Protection

4.1. References to the GDPR (Regulation (EU) 2016/679) in the General Terms shall, for Swiss Users and for any processing of personal data of persons in Switzerland, be read as references to the revised Swiss Federal Act on Data Protection (nFADP / revDSG, in force since 1 September 2023) and its implementing ordinance (DPO / DSV).

4.2. The Operator processes personal data of Swiss Users in compliance with the nFADP, including: (a) providing transparent information on data processing activities; (b) ensuring appropriate technical and organizational measures; (c) conducting data protection impact assessments where required; and (d) notifying the Federal Data Protection and Information Commissioner (FDPIC / EDÖB) in the event of data breaches posing a high risk to the data subject.

4.3. International data transfers involving Swiss Users’ personal data shall comply with the nFADP requirements, including reliance on the Swiss Federal Council’s adequacy list or appropriate safeguards (Standard Contractual Clauses adapted for Swiss law).

Article 5 – Digital Services and Unfair Competition

5.1. The EU Digital Services Act (DSA) does not apply in Switzerland. The Operator’s content moderation obligations towards Swiss Users are governed by the Swiss Federal Act on Unfair Competition (UWG / LCD), in particular Article 3 UWG (unfair business practices).

5.2. The EU Platform-to-Business Regulation (EU 2019/1150) does not apply in Switzerland. The Operator voluntarily extends the transparency, ranking, and complaint-handling commitments described in the General Terms to Swiss business users as a matter of good practice.

Article 6 – Dispute Resolution

6.1. The EU Online Dispute Resolution (ODR) platform is not available to Swiss Users. Swiss Users may seek mediation through a recognized Swiss mediation body or through the competent cantonal conciliation authorities (Schlichtungsbehörde / autorité de conciliation).

6.2. The Operator’s internal complaint-handling system described in Article 16 of the General Terms remains available to all Swiss Users.

Article 7 – Payments and VAT

7.1. PSD2/SCA requirements referenced in the General Terms do not apply in Switzerland. However, Stripe implements equivalent security measures (3D Secure) for transactions involving Swiss payment instruments.

7.2. VAT. Switzerland has its own VAT regime (MWSTG / LTVA). Prices displayed to Swiss Users on the Platform may be subject to Swiss VAT and, for physical goods, to Swiss customs duties and import VAT. The responsibility for import VAT and customs clearance is determined by the applicable shipping terms and as described in the relevant Vendor Agreement.

Article 8 – Limitation of Liability

8.1. The limitation and exclusion of liability provisions in Article 13 of the General Terms shall be interpreted in accordance with Swiss law, in particular Article 100 OR (gross negligence and intentional conduct cannot be excluded), Article 101 OR (vicarious liability), and Article 199 OR (warranty limitations).

Acceptance

By using the Platform from Switzerland, the User confirms acceptance of this Switzerland Addendum, which supplements the General Terms and Conditions of Use.

Marketplace Transparency

(Pursuant to Directive (EU) 2019/2161 — Omnibus Directive)

1. Nature of the Platform

Roraima operates as an online marketplace platform that connects independent third-party vendors (sellers) with buyers. Roraima is not the seller of the products, services, or digital content offered on the platform. Each listing is published by an independent vendor who bears full responsibility for the offer.

2. Contractual Partner

When you purchase a product or service on Roraima, the contract of sale is concluded directly between you and the vendor, not between you and Roraima. The vendor's identity, business address, and contact details are displayed on each product listing page and in your order confirmation.

Roraima acts as a technical intermediary facilitating the transaction and processing the payment via Stripe Connect on behalf of the vendor.

3. Consumer Protection Responsibility

Consumer protection obligations — including the legal guarantee of conformity, the right of withdrawal, and after-sales support — are the responsibility of the vendor (seller), not of Roraima as the platform operator. However, Roraima requires all vendors to comply with applicable EU consumer protection regulations as a condition of their marketplace agreement.

4. Product Ranking and Search Results

Products displayed on Roraima are ranked based on the following main parameters:

Relevance: keyword match between your search query and the product title, description, and category
Availability: products that are in stock and ready to ship are prioritised
Vendor status: verified vendors with complete profiles may receive higher visibility
Geographic proximity: products from vendors closer to your location may appear first
Recency: recently updated listings may be prioritised

Roraima does not accept paid placements or sponsored positions in search results. No vendor can pay to have their products ranked higher.

5. Price Personalisation

Roraima does not personalise prices based on your browsing behaviour, purchase history, or personal profile. All buyers see the same price for the same product at the same time. Price differences may exist between storefronts due to different VAT rates or currency conversions, but these are applied uniformly to all users of the same storefront.

6. Reviews and Ratings

Product reviews and vendor ratings on Roraima are submitted by registered users who have completed a purchase. We take reasonable steps to verify that reviews come from genuine buyers. Reviews are not editable by vendors. Roraima reserves the right to remove reviews that violate our guidelines (e.g., abusive content, spam, or irrelevant material).

Roraima — General Terms and Conditions

Table of Contents

Article 1 – Definitions

Article 2 – Scope and Acceptance

Article 3 – Description of the Platform and Services

Article 4 – Account Registration and Eligibility

Article 5 – User Obligations and Prohibited Conduct

Article 6 – IoT Access, Tokens and Scenarios

Article 7 – AI Services and Credits

Article 8 – Payments, Fees and Refunds

Article 9 – Right of Withdrawal (Consumers)

Article 10 – Intellectual Property

Article 11 – Content and User-Generated Content

Article 12 – Data Protection and Privacy

Article 13 – Limitation of Liability

Article 14 – Indemnification

Article 15 – Suspension and Termination

Article 16 – Dispute Resolution

Article 17 – Amendments

Article 18 – Governing Law and Jurisdiction

Article 19 – General Provisions

Article A – Country-Specific Provisions

A.1. Italy (IT)

A.2. Spain (ES)

A.3. France (FR)

A.4. Germany (DE)

A.5. United Kingdom (UK)

A.6. Croatia (HR)

A.7. Greece (GR)

A.8. Austria (AT)

A.9. Portugal (PT)

A.10. Poland (PL)

Acceptance

UNITED KINGDOM ADDENDUM

Article 1 – Applicability

Article 2 – Governing Law

Article 3 – Consumer Protection

Article 4 – Data Protection

Article 5 – Digital Services and Content Moderation

Article 6 – Platform-to-Business Regulation

Article 7 – Dispute Resolution

Article 8 – Limitation of Liability

Article 9 – Payments

Acceptance

SWITZERLAND ADDENDUM

Article 1 – Applicability

Article 2 – Governing Law and Jurisdiction

Article 3 – Consumer Protection

Article 4 – Data Protection

Article 5 – Digital Services and Unfair Competition

Article 6 – Dispute Resolution

Article 7 – Payments and VAT

Article 8 – Limitation of Liability

Acceptance

Marketplace Transparency

1. Nature of the Platform

2. Contractual Partner

3. Consumer Protection Responsibility

4. Product Ranking and Search Results

5. Price Personalisation

6. Reviews and Ratings

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