E-Trade General Seller Partnership Terms & Conditions

1. Program Overview

The E-Trade General Seller Partnership is a performance-based sales and marketing partnership designed to connect qualified businesses with potential customers through E-Trade General's e-commerce, sales, marketing, and business-development platform.

The Founding Seller Program is intended to provide qualified businesses with access to e-commerce exposure, sales and marketing support, lead-generation opportunities, project referrals, and other business opportunities without requiring a large upfront marketing or listing investment.

Participation is subject to seller verification, product/service review, approval, and the applicable Seller Partnership Agreement.

2. Seller Eligibility and Verification

E-Trade General welcomes legitimate manufacturers, importers, distributors, dealers, wholesalers, contractors, EPC providers, engineering companies, technology providers, system integrators, professional service providers, consultants, accredited specialists, and other qualified businesses.

Sellers must provide accurate business and contact information and, where applicable, business registration documents such as BIR Form 2303, SEC or DTI registration, CDA registration, Mayor's/Business Permit, company profile, authorized representative information, and other documents reasonably required for verification.

Additional documentation may be requested depending on the Seller, product, service, industry, transaction, or customer requirements.

E-Trade General reserves the right to verify the information provided and to decline or suspend participation where submitted information or documentation cannot be satisfactorily verified.

3. Seller Representations and Authority

The Seller represents that:

The information provided to E-Trade General is accurate, complete, and current.

The individual submitting information is authorized to represent the Seller.

The Seller has the legal authority to offer, sell, distribute, supply, or provide the products and services submitted.

Products and services submitted are legally offered and appropriately authorized where applicable.

Submitted documentation, certifications, licenses, and other supporting materials are authentic and current.

The Seller must promptly notify E-Trade General of any material change affecting the accuracy or validity of information previously submitted.

4. Products and Services

E-Trade General may consider legitimate products and services within its marketplace and sales categories, including solar and renewable energy, electrical and mechanical equipment, construction and building supplies, security systems, smart-building technology, building management systems, energy management, IT equipment, networking, cybersecurity, AI and automation, IoT solutions, engineering services, EPC services, building compliance, facility management, preventive maintenance, testing and commissioning, and professional or technical services.

Other products and services may be considered upon evaluation.

Submission of a product or service does not guarantee approval or publication.

5. Product and Service Approval

E-Trade General may review products and services before publication or activation.

Depending on the offering, E-Trade General may consider:

　－ Accuracy and completeness of product/service information
　－ Clear specifications and descriptions
　－ Pricing and competitiveness
　－ Product or service availability
　－ Supply reliability
　－ Required certifications, licenses, permits, or registrations
　－ Warranty provisions
　－ After-sales support
　－ Seller qualifications
　－ Legal authorization for sale or provision
　－ Customer and project requirements

E-Trade General may reject, suspend, edit, deactivate, or remove a product or service where it determines that the offering does not meet applicable marketplace, commercial, legal, safety, documentation, or customer requirements.

6. Prohibited Products and Services

E-Trade General will not knowingly list products or services that are illegal, counterfeit, stolen, fraudulent, unsafe, unlicensed, or improperly represented.

Regulated products and services must have the required Philippine permits, licenses, registrations, certifications, or other approvals before acceptance where applicable.

The Seller remains responsible for ensuring that its offerings comply with applicable laws and regulatory requirements.

7. Product and Service Information

Sellers are responsible for providing accurate and current information regarding their products and services.

Depending on the offering, this may include product names, brands, models, categories, descriptions, specifications, images, brochures, prices, partner prices, minimum order quantities, inventory, lead times, delivery coverage, installation costs, warranties, after-sales support, certifications, videos, technical data sheets, service scope, service coverage, professional qualifications, project requirements, completion timelines, portfolios, and other relevant information.

The Seller must promptly notify E-Trade General of material changes to pricing, availability, inventory, discontinued products, supply shortages, or other information that may affect an active or potential transaction.

8. Pricing

The Seller is responsible for providing its approved pricing.

Depending on the commercial arrangement, the parties may establish a Suggested Retail Price and/or E-Trade Partner Price.

The applicable commercial structure should be established before E-Trade General actively markets or sells the relevant product or service.

Sellers may change their pricing but should promptly notify E-Trade General of any material price change.

Confirmed quotations should be honored according to their stated validity period unless otherwise agreed.

9. Founding Seller Program

Qualified Founding Sellers may receive benefits under the initial Founding Seller Program, which may include:

－ ₱0 initial registration
－ Free seller onboarding
－ Free basic product/service listing
－ Free exposure on the E-Trade portal
－ No monthly seller subscription during the Founding Seller Program
－ No upfront sales commission
－ No upfront marketing management fee
－ Sales and marketing support
－ Lead-generation opportunities
－ Project matching
－ Cross-selling and bundled project opportunities

Eligibility, availability, scope, and duration of these benefits are subject to E-Trade General's applicable program terms and the Seller's qualification and approval.

10. Success Fee / Commission

E-Trade General operates primarily through a Success Fee/Commission model.

A recommended standard rate is a minimum of 10%++ Success Fee on qualified sales generated through E-Trade General, unless another commercial arrangement is agreed in writing.

The applicable Success Fee, computation method, exclusions, VAT/tax treatment, payment trigger, payment schedule, and other related commercial terms will be established in the applicable Seller Partnership Agreement.

Under the basic Founding Seller model, where E-Trade General does not generate a successful qualifying sale, no Success Fee is generally payable.

Optional paid advertising, premium campaigns, or additional services requested by the Seller may be subject to separate written approval and commercial terms.

11. E-Trade-Generated Leads and Customer Protection

A customer or business opportunity originally introduced, generated, referred, or documented through E-Trade General may be treated as an E-Trade-generated account for purposes of the applicable Success Fee and account-protection period.

E-Trade-generated opportunities may originate through E-Trade's e-commerce platform, sales activities, marketing campaigns, referrals, project introductions, business development activities, or other documented channels.

If a customer subsequently contacts or transacts directly with the Seller after originating from an E-Trade introduction, referral, campaign, or lead, the Seller should notify E-Trade General.

The Seller must not intentionally bypass E-Trade General for the purpose of avoiding an applicable Success Fee or other agreed commercial obligation.

Where a Seller identifies an existing customer or active opportunity that predates an E-Trade introduction, the Seller should notify E-Trade General and provide reasonable documentation where requested. The parties may then determine the appropriate treatment.

Specific customer attribution rules and account-protection periods will be established in the applicable Seller Partnership Agreement.

12. Orders, Invoicing and Payments

The applicable transaction structure may vary.

For a direct Seller transaction, the Seller may invoice the customer directly, while E-Trade General separately invoices or collects its applicable Success Fee according to the applicable agreement.

For an E-Trade-contracted project, E-Trade General may invoice the customer and engage the Seller as a supplier or subcontractor, subject to the applicable project agreement.

The commercial structure should be confirmed before an order is finalized.

Each party remains responsible for its own taxes, registrations, invoicing, and statutory obligations under applicable Philippine laws and BIR regulations.

Prices should clearly indicate whether they are VAT-inclusive or VAT-exclusive where applicable.

The applicable Seller Partnership Agreement will establish when and how Success Fees become payable. Unless otherwise agreed, the recommended structure is for the applicable Success Fee to become payable proportionately as the Seller receives payment from an E-Trade-generated customer.

13. Inventory and Fulfillment

Unless otherwise agreed, the Seller retains ownership and manages its own inventory.

Unless a transaction provides otherwise, the Seller is generally responsible for:

－ Inventory
－ Packing
－ Delivery
－ Installation, where applicable
－ Warranty
－ After-sales service

Delivery costs, delivery coverage, installation requirements, and other fulfillment responsibilities should be clearly disclosed before customer confirmation.

For technical products, qualified Sellers or their accredited installers will generally be responsible for installation. For integrated E-Trade projects, installation responsibilities may be divided among E-Trade General, suppliers, contractors, and technical partners according to the applicable project arrangement.

14. Warranty, Returns and After-Sales Support

Unless otherwise agreed, the Seller or manufacturer is responsible for applicable product warranties.

Warranty terms must be disclosed before a transaction is finalized.

The Seller is generally responsible for defective products attributable to manufacturing, supply, or product quality, subject to the applicable warranty and law.

Returns, cancellations, refunds, and replacements may depend on the product category, Seller's disclosed policy, customer agreement, nature of the defect or issue, applicable Philippine consumer laws, and whether the product is customized or specially ordered.

Applicable policies should be communicated to customers before purchase.

15. Seller Responsibilities

Sellers participating in the E-Trade General marketplace are expected to:

－ Maintain accurate product and service information.
－ Provide current and competitive pricing.
－ Maintain reasonable inventory or service capacity.
－ Respond promptly to inquiries and quotation requests.
－ Fulfill confirmed orders.
－ Provide genuine and properly represented products.
－ Honor applicable warranties.
－ Provide professional customer service.
－ Comply with applicable laws and regulations.
－ Maintain required licenses, permits, and certifications.
－ Notify E-Trade General of material pricing or inventory changes.
－ Protect E-Trade-generated accounts.
－ Pay applicable Success Fees arising from qualified transactions.

16. Seller Response Standards

E-Trade General recommends the following service standards:

Initial inquiry: Within 1 business day

Quotation request: Within 24–48 hours, when reasonably possible

These are recommended performance standards intended to help improve responsiveness and the likelihood of converting qualified opportunities into successful transactions.

17. Sales and Marketing Support

Depending on the campaign, E-Trade General may provide:

－ E-commerce exposure
－ Product/service listings
－ Digital marketing
－ Social media promotion
－ CRM campaigns
－ Lead generation
－ Email campaigns
－ Customer follow-ups
－ Product presentations
－ Project referrals
－ Business matching
－ Cross-selling
－ Bundled solutions
－ Corporate presentations
－ Government or institutional opportunities where appropriate

The availability and extent of these activities may vary depending on the Seller, product/service category, customer requirements, campaign, market conditions, and other factors.

18. Use of Seller Marketing Materials

Subject to the applicable partnership agreement, the Seller authorizes E-Trade General to use approved company names, trademarks, logos, product images, descriptions, brochures, and other supplied marketing materials solely for legitimate promotion and sale of the Seller's approved products and services.

The Seller represents that it has the right to provide such materials and authorize their use for these purposes.

E-Trade General may request revised or additional materials where necessary for accurate presentation, marketing, or customer requirements.

19. Optional Paid Marketing

Basic listing and E-Trade General's normal sales and marketing activities may be included under the Founding Seller Program.

Large paid advertising campaigns, sponsored media, special events, dedicated campaigns, or activities requiring third-party spending may require a separate approved budget.

No optional paid campaign should be charged to the Seller without the Seller's prior approval and applicable commercial agreement.

20. Data Privacy and Confidentiality

Business and personal information provided in connection with the Seller Partnership should be processed in accordance with applicable Philippine data privacy requirements.

Confidential commercial information should only be used for legitimate partnership and transaction purposes, subject to the parties' applicable agreement and law.

Confidential dealer, supplier, or partner pricing should not be publicly disclosed unless authorized or required for the agreed sales process.

Sellers should likewise take appropriate measures to protect confidential information received through E-Trade General.

21. Non-Exclusivity

The basic E-Trade General Seller Partnership is intended to be non-exclusive unless the parties expressly agree otherwise in writing.

Sellers remain free to operate their own sales channels, subject to any applicable customer-protection, non-circumvention, confidentiality, or other obligations established in the Seller Partnership Agreement.

22. Sales Performance and Opportunities

E-Trade General does not guarantee a specific sales volume, revenue level, number of leads, or number of business opportunities.

Results may depend on pricing, market demand, product quality, competitiveness, inventory, seller responsiveness, location, technical capability, customer requirements, and other market factors.

Opportunities may vary between Sellers based on customer requirements, product or service category, pricing, location, availability, seller performance, and technical capability.

23. Suspension or Removal

E-Trade General may suspend or remove a Seller, product, or service for legitimate reasons, including:

－ Fraud or material misrepresentation
－ Counterfeit products
－ Repeated customer complaints
－ Failure to fulfill confirmed orders
－ Serious warranty issues
－ Invalid or unverifiable business documentation
－ Regulatory violations
－ Non-payment of agreed Success Fees
－ Intentional circumvention of E-Trade General
－ Conduct materially damaging to customers or the E-Trade platform

Other material violations of applicable partnership requirements

Where appropriate, E-Trade General may also deactivate or remove individual products or services without necessarily terminating the Seller's entire participation.

24. Termination and Continuing Obligations

A Seller may stop participating in the program subject to the notice and termination provisions of the applicable Seller Partnership Agreement.

Termination or withdrawal from the program does not automatically eliminate obligations relating to existing confirmed orders, outstanding payments, applicable warranties, Success Fees, confidentiality, or protected E-Trade-generated accounts.

The applicable Seller Partnership Agreement will establish the specific termination procedures and obligations.

25. Changes to Seller Information

Sellers are responsible for keeping their business, contact, product, service, pricing, inventory, and other submitted information current.

Material changes should be communicated to E-Trade General promptly, particularly changes affecting pricing, availability, supply, delivery, warranty, certifications, licenses, or the Seller's ability to fulfill confirmed orders.

26. No Guarantee of Approval or Listing

Submission of a Seller application, product, or service does not guarantee:

－ Seller approval
－ Product or service approval
－ Marketplace listing
－ Marketing placement
－ Lead generation
－ Customer referrals
－ Sales
－ Revenue
－ A specific Success Fee rate
－ A specific number of opportunities

E-Trade General retains discretion to review and determine whether a Seller, product, or service is suitable for its marketplace and sales ecosystem.

27. Relationship to the Seller Partnership Agreement

These Terms & Conditions provide general policies and guidelines governing participation in the E-Trade General Seller Program.

They do not replace, amend, or constitute the formal Seller Partnership Agreement, supplier agreement, project agreement, subcontractor agreement, or other written commercial agreement that may be entered into between E-Trade General and a Seller.

The applicable formal agreement will establish the final commercial and operational terms, which may include:

－ Success Fee / Commission
－ VAT and Tax Treatment
－ Invoicing
－ Payment Terms
－ Lead Attribution
－ Account-Protection Periods
－ Non-Circumvention Obligations
－ Delivery and Fulfillment Responsibilities
－ Installation
－ Warranty
－ Returns and Cancellations
－ Data Processing
－ Confidentiality
－ Termination
－ Project-Specific Obligations
－ Other Applicable Commercial Conditions

Where these Terms & Conditions describe recommended or general arrangements, the applicable written agreement will govern the final arrangement between the parties.

28. Seller Acknowledgment

By registering as an E-Trade General Seller and/or submitting products or services for consideration, the Seller confirms that it has read and understood these Terms & Conditions and agrees to comply with the applicable seller, product, service, marketplace, and partnership requirements.

The Seller understands that E-Trade General may request additional information or documentation and that participation remains subject to verification, approval, and the applicable Seller Partnership Agreement.