ForthClear Seller Agreement

Version: 2026-10-30

Effective date: 30 October 2026

This Seller Agreement ("Agreement") is between Forthcast, LLC, a Delaware limited liability company, trading as "ForthClear" ("ForthClear", "we", "us"), and the business that registers as a seller ("Seller", "you").

This Agreement adds to the ForthClear Marketplace Terms of Service ("Terms") and the Claims and Refunds Policy. Words defined in the Terms have the same meaning here. If this Agreement and the Terms conflict on a seller-specific point, this Agreement applies.

1. You are the seller of record

1.1 You sell goods directly to buyers. For every order, you are the seller of record and, for cross-border orders, the exporter. ForthClear is an intermediary only. We never buy your goods, never take title to them, and are not a party to your sale contract with the buyer.

1.2 As seller of record, you are responsible for:

  • Ownership: you have good title to the goods, free of liens and third-party claims, and the right to sell them.
  • Product safety and compliance: the goods meet all applicable product safety, labelling, marking and documentation rules in the countries you sell to, including the EU General Product Safety Regulation and equivalent UK and US rules. You must not list recalled or unsafe goods, and you must disclose any safety-relevant defect.
  • Intellectual property: the goods and your listings do not infringe any trade mark, copyright, design, patent or other right. Brand-name goods must be genuine. You are responsible for any restrictions brand owners lawfully place on resale.
  • Import, export and customs: you comply with customs, export control and sanctions rules and provide accurate commercial invoices, tariff codes and country of origin. The buyer is importer of record unless your listing says you deliver duty paid, in which case you are.
  • Dangerous goods: you declare lithium batteries and other dangerous goods at listing and ship them under the applicable transport rules; you bear the loss if a carrier refuses or destroys a non-compliant shipment.
  • Data-bearing devices: you securely wipe personal data from devices and media before sale.
  • Taxes: you are responsible for invoicing the buyer and for charging, collecting, reporting and paying VAT, sales tax, customs duties and any other taxes on your sales, including correctly applying reverse-charge or resale exemptions. ForthClear does not collect or pay taxes on your sales unless the law requires it, in which case we will tell you.
  • Invoices: you are responsible for a valid invoice for each sale, in your name. The Platform produces an order invoice that names you as the seller of the goods. You remain responsible for any tax invoice the law requires.

2. Verification (KYC/KYB) and trader traceability

2.1 Before you can list or receive payouts, you must give us and our payment provider (Stripe) the information we ask for, which may include:

  • legal business name, registered address, phone and email;
  • company or trade register number, and VAT, EIN or other tax ID;
  • identity document of a legal representative and details of beneficial owners;
  • bank account and payment account details; and
  • a self-certification that you will only offer goods that comply with applicable law.

2.2 We and Stripe may verify this information, including using third-party databases, and screen it against sanctions lists. You must keep it accurate and update us within 7 days of any change.

2.3 If you do not provide the information, or it is incomplete, inaccurate or out of date, we may suspend your listings and payouts until it is corrected, following the process in section 13 of the Terms.

2.4 You agree that we may display your business name, address, contact details, register number and self-certification to buyers where required by the EU Digital Services Act or similar laws.

3. Tax reporting (DAC7 and similar)

3.1 You acknowledge that ForthClear may be required to collect information about you and your sales and report it to tax authorities under the EU directive on administrative cooperation in taxation as it applies to digital platforms ("DAC7"), the UK digital platform reporting rules, US information reporting rules (for example, via Stripe for Form 1099-K), and similar rules.

3.2 You agree to provide the information needed for that reporting (including tax ID numbers, date of incorporation or birth where relevant, address and financial account details) and you consent to us sharing it, together with your sales totals, fees and number of transactions, with the relevant tax authorities and with Stripe for this purpose.

3.3 We will give you a copy of the information we report about you, as required. If you do not provide the required information after reminders, we may suspend your account and withhold payouts as the law requires or permits.

4. Listings and manifests

4.1 Your listings must be accurate, complete and not misleading. Each listing must state:

  • the condition grade, using the definitions in the Terms;
  • the quantity (units and, where relevant, cases or pallets), dimensions and weight for shipping;
  • the location the goods ship from;
  • known defects, missing parts, expiry or best-before dates, and any safety-relevant information;
  • whether the lot is manifested, and if so whether the manifest is "guaranteed"; and
  • the shipping method (seller-arranged or buyer-arranged) and any lead time.

4.2 Manifests must reflect the actual lot. If you mark a manifest as guaranteed, the item-level contents and count must be accurate within the ±5% count tolerance. A manifest you know to be inaccurate is a material breach.

4.3 Photos must be of the actual lot, or clearly labelled as representative.

4.4 You must not list prohibited goods (section 10 of the Terms). You must remove a listing as soon as goods are no longer available.

4.5 Each order you accept is a commitment to sell at the listed price and quantity.

5. Shipping

5.1 Shipping deadline. You must ship (for seller-arranged freight) or make goods available for collection (for buyer-arranged freight) within 7 business days after payment.

5.2 You must upload a tracking number or bill of lading in the Platform when you ship, and for collections, a signed bill of lading or collection receipt.

5.3 You must pack and palletise goods securely and appropriately for the carrier and the grade, and label hazardous items correctly.

5.4 If you do not ship by the deadline, the buyer may cancel the unshipped order for a full refund, and we notify you that the shipment is overdue.

5.5 Where you book the freight, you bear the risk until delivery, file any carrier claim, and we recommend cargo insurance for goods above US$1,000.

6. Payouts

6.1 Buyer payments are processed by Stripe through Stripe Connect. You must have a connected Stripe account in good standing and accept Stripe's Connected Account Agreement.

6.2 Standard payout schedule. Your payout for an order (goods subtotal plus any shipping you charged, less our commission and any amounts under sections 7–8) is released at the earliest of:

  • (a) the buyer confirming the order in the Platform, which the Platform allows once the inspection window has ended;
  • (b) the end of the 3-day inspection window after the buyer marks the order received, if no claim is open; or
  • (c) if the buyer has not marked the order received, 14 days after shipment, if no claim is open. This 14-day shipment fallback applies only once you are no longer a new seller under 6.3.

After release, Stripe's normal payout timing to your bank applies.

6.3 New-seller schedule. Until the later of your first 5 completed orders (orders that are delivered and paid out) and 60 days after your seller account is created:

  • you are paid only under 6.2(a) or (b), meaning after the buyer confirms once the inspection window has ended, or when that window ends if no claim is open; the 14-day shipment fallback in 6.2(c) does not apply;
  • we hold a rolling reserve of 10% of each payout for 30 days from the date that payout would otherwise have been released; reserved amounts are then released, less any amounts applied under section 7; and
  • we may apply a cap on unpaid exposure, meaning your unpaid share of orders the buyer has already paid (the order total less our commission) plus any reserve still held, currently US$2,000. Once you reach the cap, new orders may be paused until earlier orders are completed.

6.4 Additional risk measures. We may extend the new-seller schedule, apply or increase a reserve, or lower your exposure cap if we reasonably see elevated risk (for example, a high claim or chargeback rate, inaccurate listings, or incomplete verification). We will tell you the reason.

6.5 Holds. Payouts for an order pause while a claim is open. We may also delay payouts where the law, a court or authority, or Stripe requires it, or where we reasonably suspect fraud.

6.6 No guarantee. The payout schedule is a timing rule. It is not a guarantee that any buyer will pay or that any amount will be released.

7. Refunds, chargebacks and transfer reversals

7.1 Refunds. If you accept a claim, agree a partial refund, or we decide a claim against you under the Claims and Refunds Policy, the refund is paid to the buyer from the order payment or, if already paid out to you, recovered under 7.3.

7.2 Chargebacks and payment disputes. If a buyer disputes a payment with its card issuer or bank, you must provide evidence within the time we ask so we can respond. If the dispute is lost, or relates to your goods or conduct, you are responsible for the disputed amount and any dispute fees charged by Stripe.

7.3 Recovery. You authorise ForthClear to recover any amount you owe under this Agreement, including refunds, chargebacks, dispute fees, conversion fees, fines and negative balances caused by you, by:

  • reversing transfers already made to your connected Stripe account;
  • deducting from your reserve or from future payouts; or
  • charging the payment method or bank account on file, or invoicing you (payable within 14 days).

7.4 If your balance is negative for more than 30 days, we may suspend your account and take steps to recover the debt.

8. Fees

8.1 You pay a commission of 5% of the goods subtotal of each order (excluding shipping and taxes). We deduct it from your payout. Stripe's card-processing fees are borne by ForthClear and are not deducted as a separate amount from your payout. If an order is refunded in full, the commission on that order is not kept. On a partial refund, the commission is reduced in the same proportion as the refund.

8.2 We will issue you an invoice or statement for our commission, with VAT where applicable.

8.3 We may change fees on at least 30 days' notice. Changes do not apply to orders placed before they take effect.

9. Non-circumvention

9.1 Platform-only rule. For 24 months after you first interact on the Platform with a buyer (including by viewing a listing, sending a message or receiving an offer), you must not, directly or through an affiliate, buy from or sell to that buyer goods of the kind listed on the Platform, other than through the Platform.

9.2 This does not apply to a buyer you can show you had an existing documented trading relationship with before the first Platform interaction.

9.3 Conversion fee. You may take a relationship off the Platform by paying a conversion fee in advance. If you deal off the Platform in breach of 9.1, you agree to pay a conversion fee for each such transaction. The conversion fee is the greater of 10% of the off-platform transaction value or US$500. You agree this is a reasonable pre-estimate of our lost commission and the cost of introducing the buyer, and not a penalty.

9.4 You must not share or ask for contact details before payment, or try to bypass message masking.

9.5 We may suspend your account for circumvention in line with section 13 of the Terms.

10. Indemnity

10.1 You will defend, indemnify and hold harmless ForthClear, its members, managers, staff and contractors from all third-party claims, losses, fines, penalties, taxes and reasonable costs (including legal fees) arising from:

  • your goods, including product safety, recalls, labelling, IP infringement and counterfeit claims;
  • your listings, manifests and content;
  • your taxes, customs and import or export obligations;
  • your breach of this Agreement, the Terms or the law; and
  • your dealings with buyers and carriers.

10.2 We will tell you promptly about a claim, allow you to control the defence where reasonable, and not settle in a way that admits fault on your behalf without your consent.

11. Recalls and authority requests

You must tell us within 24 hours if any goods you have listed or sold become subject to a recall or a safety notice, and cooperate with us, buyers and authorities. We may remove listings and share information with authorities and affected buyers as needed.

12. Term and termination

12.1 This Agreement continues until terminated. You may terminate at any time by closing your seller account. We may restrict, suspend or terminate under section 13 of the Terms, including the P2B notice and complaint process.

12.2 On termination, open orders must still be fulfilled or refunded. We will release your remaining balance and reserve after the later of 30 days or the closure of all open claims and the dispute period for your orders, less amounts owed under section 7. Sections 1, 3, 7, 9, 10 and 13 survive.

13. General

Sections 14 to 19 of the Terms (disclaimers, liability cap, indemnity, data protection, governing law and disputes, and general terms) apply to this Agreement. Governing law and venue: the State of Delaware, USA, subject to mandatory EU and UK rules. Notices to us: info@forthclear.io.

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