Legal / Seller Agreement
Seller Agreement
G&L I/S · licens.tech · Draft pending professional review
Platform: Licens (licens.tech) Operator: G&L I/S (Denmark) (“G&L”, “we”, “us”, “Platform”) Version: 1.0 Effective date: [TO BE INSERTED] Language: English (controlling)
1. Role of the parties
1.1 G&L operates an online marketplace at licens.tech that enables third-party sellers (“Seller”, “you”) to offer digital products to buyers.
1.2 G&L is not the seller of Items listed by you, unless an offer expressly states that G&L is the seller. The contract of sale for an Item is concluded between Seller and Buyer.
1.3 G&L provides platform services (hosting of offers, order tooling, messaging, dispute tooling, and related services) and charges a Platform Fee. Payment processing is provided by Stripe under Stripe’s terms with you as a connected account.
1.4 G&L’s commercial model is commission-only on facilitated transactions. Nothing in this Agreement guarantees any particular VAT characterisation; tax treatment is subject to applicable law and professional advice. [PROF – tax]
2. Eligibility and account
2.1 You must be at least 18 years old and have full legal capacity.
2.2 Sellers may be natural persons or legal entities. You must provide accurate identity and business information.
2.3 You must successfully complete Stripe Connect onboarding and maintain a connected account in good standing. Identity/KYC documents are collected and verified by Stripe. G&L stores verification status and account identifiers, not your identity document images, except where separately required for a specific investigation.
2.4 You may only sell from countries supported for Stripe Connect payouts as determined by Stripe and G&L from time to time.
2.5 One person/beneficial owner may not operate multiple Seller accounts to evade limits, holds, fees, or enforcement, without prior written approval.
2.6 You are responsible for all activity under your account and for keeping credentials secure.
3. Lawful source attestation (mandatory)
3.1 Before listing or uploading any key, code, license, gift card, or other digital credential, you must confirm via the Platform checkbox that:
“I lawfully acquired this product/key/license and have the right to sell it on Licens. I understand I am solely responsible if it is unlawful, infringing, stolen, fraudulently obtained, or otherwise defective in title.”
3.2 Clicking the attestation is a binding contractual representation. False attestation is a material breach.
3.3 The attestation does not legalise unlawful goods and does not bind rights holders, authorities, or buyers. It allocates responsibility between you and G&L.
4. Listings, pricing, and content
4.1 You set the price and are responsible for Item description, region/platform compatibility, activation rules, and taxes you are legally required to charge or account for.
4.2 Descriptions must be accurate, not misleading, and must disclose material limitations (region locks, edition, required account type, delivery method).
4.3 G&L may refuse, remove, delist, demote, or require edits to any listing at its reasonable discretion for legal, fraud, brand, or marketplace-integrity reasons.
4.4 Sponsored placements, boosts, and premium features are optional paid services under separate Platform pricing displays and remain subject to transparency labelling (e.g., “Sponsored” / “Ad”).
5. Prohibited Items
5.1 You must comply with the Prohibited Products Policy. Without limitation, you must not sell stolen keys, fraudulently obtained credentials, account sales where prohibited, cheats/malware, sanctioned products, or Items that infringe IP or violate applicable law.
5.2 G&L may suspend listings and accounts immediately upon reasonable suspicion of prohibited activity.
6. Orders, delivery, and acceptance
6.1 When a Buyer purchases your Item, you must deliver the correct digital product promptly through the Platform’s delivery mechanism.
6.2 Delivery is complete when the Item is made available to the Buyer in the Platform order flow as designed.
6.3 The Buyer may accept delivery in-product. If the Buyer does not accept within the Platform deadline, funds may be auto-released under the Seller Payout Policy, subject to open disputes, fraud holds, chargebacks, and the holdback.
6.4 You must respond to Buyer messages about an order within a reasonable time (target: 24 hours on business days).
7. Fees
7.1 For each completed sale, you owe G&L a Platform Fee of:
- 8% of the Item sale price paid by the Buyer for that Item; plus
- a fixed fee of DKK 4 per completed order line/Item sale (as configured on the Platform).
7.2 Separately, Stripe payment processing fees and applicable Connect/payout fees are charged according to Stripe’s pricing and your connected account configuration. Those fees are borne by you, not by G&L.
7.3 Fees are deducted before payout. Fee displays in the Seller dashboard are indicative; the Platform’s billing records control in case of conflict, absent manifest error.
7.4 Optional fees may apply for boosts, ads, premium tools, or currency conversion if offered and accepted by you.
7.5 All fees are exclusive of VAT/taxes unless stated otherwise. If VAT applies to the Platform Fee, it will be added or included as required by law. [PROF – tax]
8. Payouts, holdback, and set-off
8.1 Payouts are governed by the Seller Payout Policy, including:
- release after Buyer acceptance or auto-release;
- DKK 200 holdback on the Seller balance (starting rule);
- DKK 200 minimum payout threshold.
8.2 G&L may delay, withhold, reverse, or set off amounts reasonably necessary to cover refunds, Buyer Protection outcomes, chargebacks, penalties, fees, fraud, sanctions risk, or amounts you owe G&L.
8.3 Negative balances must be repaid on demand. G&L may collect via Stripe, future sales, or other lawful means.
9. Refunds, disputes, chargebacks, Buyer Protection
9.1 You must comply with the Refund and Dispute Policy.
9.2 Buyers and Sellers should first attempt resolution via Platform messaging. Either party may escalate to G&L. G&L’s decision is final as between the parties for Platform dispute tooling, without prejudice to mandatory legal rights.
9.3 If G&L grants a refund or Buyer Protection remedy because of your Item, conduct, or breach, you must reimburse G&L in full (purchase amount, Platform costs reasonably incurred, Stripe fees not recovered, and chargeback fees where attributable to you).
9.4 You must not encourage Buyers to pay or communicate outside the Platform to evade fees or protections.
10. Compliance, sanctions, and investigations
10.1 You must comply with applicable law, tax obligations, consumer rules (where you act as trader), export/sanctions rules, and Platform policies.
10.2 You must not sell to or for sanctioned persons/territories. G&L may geo-block and reject transactions.
10.3 You must cooperate with reasonable investigations (fraud, IP, AML-related reviews by Stripe/G&L, authority requests) and provide documents within the deadline stated in the request (default: 7 days).
11. Intellectual property
11.1 You grant G&L a non-exclusive licence to host, display, promote, and technically process your listing content as needed to operate and market the Platform.
11.2 You warrant that you have rights to sell the Items and that listings do not infringe third-party rights.
11.3 Repeat IP infringement may result in permanent suspension under the Intellectual Property Policy.
12. Data protection
12.1 Each party acts as independent controller for its own processing, unless a specific processing activity is documented as processor relationship.
12.2 You may use Buyer personal data only to perform the order, provide support, and meet legal duties — not for unrelated marketing, profiling resale, or off-platform solicitation.
12.3 Stripe processes KYC/payment data under Stripe’s terms and privacy notice.
13. Indemnity
13.1 You will indemnify and hold harmless G&L, its owners, and operators from claims, losses, damages, costs (including reasonable legal fees) arising out of:
- your Items, listings, or delivery;
- unlawful, infringing, or fraudulently obtained products;
- false attestations or KYC information;
- chargebacks/refunds attributable to you;
- your breach of law or this Agreement;
- tax claims related to your sales.
14. Limitation of liability
14.1 The Platform is provided on an “as available” basis. G&L does not warrant uninterrupted uptime, uninterrupted payouts, or that Buyers will purchase.
14.2 To the maximum extent permitted by law, G&L is not liable for indirect or consequential losses, lost profits, loss of data, or reputational harm.
14.3 G&L’s aggregate liability to you in any 12-month period is limited to the Platform Fees actually received from you in that period, except where liability cannot be limited (e.g., wilful misconduct where mandatory).
14.4 Nothing excludes liability that cannot be excluded under Danish law.
15. Suspension and termination
15.1 G&L may suspend or terminate your account immediately for suspected fraud, prohibited Items, sanctions risk, chargeback abuse, non-cooperation, or material breach.
15.2 You may close your account if no open orders, disputes, negative balance, or holdback obligations remain.
15.3 Surviving clauses: fees owed, indemnity, liability limits, IP licence for residual operations, dispute outcomes, and set-off.
16. Changes
16.1 G&L may update this Agreement by posting a new version and, where required, notice in the Seller dashboard or by email. Continued selling after the effective date constitutes acceptance, except where mandatory law requires a different method.
17. Governing law and venue
17.1 This Agreement is governed by Danish law, excluding conflict-of-law rules.
17.2 Courts of Denmark have jurisdiction, subject to any mandatory protections for parties who qualify as consumers under applicable law (Sellers acting as consumers rare; professional Sellers litigating in Denmark).
18. Acceptance
By creating a Seller account, completing Stripe onboarding, checking required boxes, or listing an Item, you accept this Seller Agreement, the Seller Payout Policy, Refund and Dispute Policy, Prohibited Products Policy, Intellectual Property Policy, Platform Rules, Privacy Policy, and other policies referenced on the Platform.