Seller agreement

1.1 This agreement is between you and Eight Hours Group Ltd, trading as ORUS (company number 17031572, registered office 71-75 Shelton Street, Covent Garden, London) (ORUS, we, us). It applies when you register to sell on ORUS as a brand, an expert or coach, or a club.

1.2 It sits alongside our Site terms, Booking terms, Customer terms and Privacy policy. Where they conflict on selling, this agreement applies.

1.3 You accept it by ticking the boxes on the last step of registration. We record your acceptance with the version accepted, the date and time, your account and your IP address.

1.4 ORUS operates in the United Kingdom, Malaysia, Singapore and Australia (each a market). Schedule 1 sets out the main rules for each market. Schedule 2 sets out minimum insurance. Both form part of this agreement.

1.5 Nothing in this agreement removes a right or protection that the law of a market says cannot be removed.

2.1 You must be at least 18, or a business properly registered where you are based, and you must have the right to sell what you list.

2.2 Registration opens your dashboard at once. Nothing you list is visible to members until a person at ORUS has approved you. We may decline an application without giving a reason.

2.3 Approval means we have looked at you as a seller. It does not mean we have checked every product, class or course you list. It is not an endorsement of your products, qualifications, insurance or background.

2.4 Anyone who takes money through ORUS completes Stripe's identity verification or, where Stripe cannot open an account for your country, Stripe's recipient onboarding. ORUS never holds your bank details.

2.5 You must give us accurate business details and keep them up to date: your legal name, company or business registration number, registered address, customer service contact and returns address.

3.1 You are the seller. Every sale of a product, class, event, course, membership or service through ORUS is a contract between you and the buyer. ORUS is not a party to it.

3.2 ORUS is the platform and your payment agent. You appoint ORUS as your limited agent to collect payment from buyers on your behalf. When a buyer pays ORUS, the buyer's payment obligation to you is met.

3.3 ORUS is not the maker, importer, distributor or provider of anything you sell. Your listings show your name as the seller (“Sold by” you).

3.4 Where tax law in a market treats ORUS as the supplier for tax purposes only (for example on low-value imported goods), that does not change your responsibilities under this agreement. Section 9 explains how tax is handled.

3.5 You must honour every guarantee, warranty and consumer right the law of the buyer's market gives them, including the Consumer Rights Act 2015 (UK), the Consumer Protection Act 1999 (Malaysia), the Consumer Protection (Fair Trading) Act 2003 (Singapore) and the consumer guarantees in the Australian Consumer Law.

4.1 Everything you write about a product, class, event, course or yourself must be true, yours to say, and lawful in every market it is shown in.

4.2 Health claims must be ones you can substantiate and that the law of each market allows. Medical claims are not permitted. You must give us the evidence for any claim within 5 working days if we ask.

4.3 You choose which markets each listing is shown in. By making a listing available in a market, you confirm it meets that market's rules (Schedule 1), including any registration, notification, label, language or safety mark it needs.

4.4 In Malaysia, you must give us the information the Consumer Protection (Electronic Trade Transaction) Regulations 2024 require sellers to disclose, including in Bahasa Malaysia where required.

4.5 You set your own prices. ORUS does not set or personalise them: everyone sees the same price for the same item in the same market.

4.6 We may edit a listing for clarity, format or house style. We may take down a listing that breaks this agreement or the law, or that we reasonably believe is unsafe, and remove a seller name that could mislead members.

4.7 A listing that takes money must pass the publish checklist. A listing that does not pass it does not go live.

5.1 Your promises. For every product you list, you promise that it:

• is safe when used as intended or in a reasonably foreseeable way;
• is genuine, as described, and within date on dispatch;
• is made, labelled, registered or notified as the law of each market you sell into requires;
• does not infringe anyone's intellectual property; and
• is not recalled, banned or subject to a safety warning in any market you sell into.

5.2 Compliance documents. You must upload the documents the registration form asks for in your category. You must also give us any other compliance evidence we reasonably ask for within 5 working days. Examples are certificates of analysis, declarations of conformity, test reports, safety assessments, registration or notification numbers and safety mark registrations.

5.3 Testing. We may buy or ask for samples of any product and have them tested. If a product fails, you pay the reasonable cost of the test and we may take the listing down.

5.4 Traceability. For every product you must give us, and keep up to date: the manufacturer's name and address; the importer's name and address for each market where the product is imported; the country of origin; and how batches or lots are numbered.

5.5 You must keep records that let you identify the manufacturer, importer and batch of every unit you sold through ORUS for at least 6 years after the sale, or longer if the law requires. You must give us those records within 2 working days of our request.

5.6 Where you import a product into a market, you accept the legal responsibilities of an importer there. In Australia, if you import goods and the manufacturer has no place of business in Australia, the law treats you as the manufacturer.

6.1 You must tell us within 24 hours of becoming aware of any of the following about something you sell through ORUS:

• a death, injury or illness that it caused or may have caused;
• a safety defect or a risk to health;
• a decision to recall or withdraw it in any market; or
• any contact from a regulator, enforcement authority or customs about it.

6.2 You must make any report the law requires of you in each market and send us a copy. In Australia, suppliers must report a death, serious injury or illness to the ACCC, and notify a voluntary recall, within 2 days. You must give us what we need to meet any reporting duty of our own.

6.3 Recalls. If a product needs to be recalled or withdrawn, you must run the recall promptly and lawfully and pay its costs. This includes refunds, replacements, return postage, notices to buyers and regulators, and our reasonable costs of helping.

6.4 We may, without liability to you: take down any listing we reasonably believe is unsafe or non-compliant; contact buyers directly about a safety issue or recall; and share information about you and your products with regulators and enforcement authorities where the law requires or allows it.

7.1 ORUS charges a commission on what you sell, or a booking fee your attendee pays, depending on the kind of thing sold. The rates below are those in force today and are the same ones every checkout applies.

7.2 Booking fee: 4.5% of the ticket, plus £1.25 (RM7.50 in Malaysia), plus a processing share of 1.5% (2.1% in Malaysia). It is never more than 10% of the ticket and never less than £0.50 (RM3.00). The fixed part and the floor apply per ticket. When you absorb it, the attendee pays your price and the fee comes out of what you receive.

7.3 Every rate is an introductory rate for 12 months from the date you accept this agreement. After that a standard rate may apply. We will give you at least 60 days' written notice before any rate changes. A change you do not accept is a reason to end this agreement under section 17 with nothing further owed.

7.4 Expert tools are billed separately as a monthly tier. You are never charged both the tier and the commission for the same month: whichever is higher applies.

7.5 If a buyer's bank disputes a payment and the dispute is decided against you, we may deduct a dispute fee of £20.00 (RM90.00 in Malaysia) plus the disputed amount from your payouts.

8.1 For classes, events, courses, memberships and coaching, the buyer pays into a Stripe account connected to yours and ORUS's share is taken at the point of payment. Stripe pays you on the schedule shown in your Stripe dashboard.

8.2 For products, the buyer pays ORUS as your payment agent. We pay you your share per shipment, less our commission and the label under 10.2, plus the delivery charge the buyer paid for that parcel, 14 days after the parcel is delivered (or, where the carrier reports no delivery, after you marked it shipped) and once the buyer's return window has closed. We pay by transfer to your connected Stripe account, or by bank transfer where your country cannot hold a Stripe account under ORUS. Payout statements in your dashboard are the record.

8.3 A refund to a buyer reverses your share of that sale in proportion. Where a refund is issued after you have been paid, the amount is recovered from your next payout.

8.4 Refund provision. We may keep up to 1% of your payouts as a provision against refunds, released when the refund window on those sales has passed.

8.5 Set-off. We may deduct from any payout any amount you owe ORUS under this agreement. This includes refunds, dispute amounts, test costs, recall costs, and amounts due under the indemnity in section 13. We will show every deduction in your payout statement with the reason.

8.6 Holds for open claims. While a claim, safety incident, recall, regulator inquiry or investigation about your products or services is open, we may hold payouts up to the amount we reasonably estimate you may owe. We will tell you in writing why, how much, and when we expect to release it. We will release it once the matter is resolved, less anything you owe.

8.7 Risk reserve. For products in higher-risk categories (ingestibles, skincare and cosmetics, and electrical or medical devices), after a safety incident, or while your insurance details are missing or expired, we may hold up to 10% of your payouts for up to 90 days from each sale. We will tell you in writing before we start and why.

8.8 Shortfalls. If what you owe is more than your payouts, you must pay the difference within 14 days of our invoice. Unpaid amounts are a debt you owe ORUS and we may recover them in the courts where you are based.

8.9 We pay what is due to you on time and keep accurate payout statements. If we make a mistake in your payout, we will correct it in the next payout.

9.1 You are responsible for your own taxes on what you earn. You must tell us whether you are registered for VAT, GST or sales and service tax in each market you sell into, and give us your registration numbers. ORUS issues statements, not tax advice.

9.2 Platform reporting. ORUS is a reporting platform operator under the UK Platform Operators (Due Diligence and Reporting Requirements) Regulations 2023. Before your first payout you give us your tax details in your dashboard:

• whether you sell as an individual or a business;
• your legal name and address;
• your tax identification number and the country that issued it (or that your country does not issue one); and
• your date of birth if you are an individual, or your company registration number and any VAT number if you are a business.

We hold your payouts until those details are confirmed, and pay what was held once they are.

9.3 Each year we report those details to HM Revenue and Customs, with what you earned through ORUS in each quarter, the fees and commission we took, how many sales you made, and the account we paid you into. HMRC may share that report with the tax authority of the country you live in.

9.4 Where another market requires us to report seller information, we will report as that law requires and you must give us what is needed. For example, Australia's Sharing Economy Reporting Regime covers services such as classes, events and coaching booked through a platform, but not sales of goods.

9.5 Taxes ORUS collects. Where the law of a market makes ORUS responsible for charging, collecting or paying a tax on a sale, we will charge it to the buyer and pay it to the tax authority. Examples are GST or sales tax on low-value imported goods in Singapore, Australia or Malaysia. Your payout statement will show it. Otherwise ORUS collects sales tax only where it is registered to.

9.6 You must keep your tax details accurate and update them when they change. If you do not give them, or they are wrong, we may keep holding your payouts and, where the law requires it, suspend your account.

10.1 You hold your own stock at an address you give us, and you ship every order yourself within the dispatch time you stated when you registered, with the tracking number entered in your dashboard.

10.2 Where our carrier account can issue a label for your country, ORUS buys the label for your parcel at our carrier price. You pay for it: its cost is taken from that parcel's payout, and the delivery charge the buyer paid for the parcel is added to the same payout. Where our carrier account cannot issue a label, you post the parcel yourself, enter the tracking and pay the postage. If you accepted an earlier version of this agreement, this applies from the later of the day you accept version 2.1 and 27 November 2026; until then ORUS pays the label and keeps the delivery charge.

10.3 Buyers may return a product under our Customer terms within 14 days of delivery. A change-of-mind return is posted at the buyer's cost. A faulty or wrong item is returned at your cost, and its refund comes out of your share.

10.4 Where the law of the buyer's market gives a longer or stronger right (for example a remedy for a faulty product under the Australian consumer guarantees or the UK Consumer Rights Act 2015), you must honour it and pay for it, even after the 14-day window.

10.5 Products must be as described, safe, lawfully labelled for the market they are sold into, and within date on dispatch. If you ship from one market into another, you are responsible for export and import rules, customs, duties and any restrictions on the product in the destination market.

11.1 The Booking terms govern every booking, ticket, enrolment and session you sell, including cancellations and refunds. You agree to honour them in full.

11.2 You deliver what was booked, at the time and place stated, or you cancel with the notice and refund the Booking terms require.

11.3 You hold the qualifications you state. You run classes, events and sessions safely, at a venue that is safe and suitable, and you follow the safety and licensing rules of the place you run them.

11.4 ORUS does not verify qualifications, insurance or background checks and says so to members.

11.5 A coaching relationship exists only with a member's consent, and you may read only what that member has chosen to share with you. Every read of health data is recorded and visible to the member.

12.1 You must hold insurance that meets Schedule 2 and covers every market you sell into, from the moment a listing goes live. In particular:

• products liability insurance for products;
• public liability insurance for classes and events; and
• professional indemnity insurance for coaching and courses that give advice.

12.2 For classes and events only, the public liability cover may be held by someone else, such as the venue or your employer, if it covers the same risks and you can show it to us. Products liability cover must be your own.

12.3 You must give us your insurer's name, policy number, limit of cover, territories covered and expiry date, and upload the certificate. You do this at registration, at every renewal, and whenever we ask. A product listing does not go live until we have these.

12.4 Where your insurer offers it at reasonable cost, ask them to add an indemnity-to-principals extension, or to name ORUS as an additional insured.

12.5 You must tell us at once if your cover lapses, is cancelled or reduced, or if your insurer refuses a claim about something sold through ORUS. We may suspend your listings until adequate cover is shown.

12.6 You must keep products liability cover in force, or buy run-off cover, for at least 3 years after your last sale through ORUS. Claims about products can be made years after a sale.

12.7 Your insurance does not limit what you owe under this agreement.

12.8 ORUS's own insurance does not cover you, what you sell, or the people who buy from you. ORUS records the insurance details you give us. It does not verify your cover with your insurer, and recording them is not a confirmation that your cover is adequate.

13.1 You are responsible for what you sell, how you sell it, and what you say about it.

13.2 Your indemnity. You will indemnify ORUS and its officers and employees (the ORUS parties) against all claims, losses, liabilities, damages, refunds, fines and penalties (where the law allows them to be indemnified), and reasonable costs including legal fees, that arise from:

1. any product or service you sell through ORUS, including death, injury, illness or damage to property it causes, and any defect or non-compliance in it;
2. any recall, withdrawal or other safety action about it;
3. your listings, claims and content, including claims that they infringe someone's intellectual property;
4. your breach of this agreement, or of any law that applies to you, including consumer, product safety, advertising, data protection and tax law; and
5. any tax, duty or levy that is yours to pay.

13.3 Where ORUS is at fault. Your indemnity does not cover a loss to the extent it was caused by ORUS's own breach of this agreement, negligence or wilful misconduct.

13.4 Handling claims. If a claim is made against an ORUS party that the indemnity covers:

• we will tell you promptly and give you reasonable information and help, at your cost;
• with our agreement, which we will not unreasonably withhold, you or your insurer may take over the defence at your cost;
• you must keep us informed and must not settle in a way that admits fault on ORUS's behalf, or puts any obligation on ORUS, without our written consent; and
• we may still take any urgent step needed to protect buyers or comply with the law.

13.5 Paying ORUS back. You must pay amounts due under this section within 14 days of our invoice. We may also recover them from your payouts under section 8.

13.6 This section is in addition to any right of contribution or indemnity ORUS has by law. That includes rights under the UK Civil Liability (Contribution) Act 1978 and the Australian Consumer Law.

13.7 The limit on ORUS's liability in section 14 does not limit your indemnity.

13.8 ORUS's indemnity to you. ORUS will indemnify you against claims by third parties that ORUS's own platform, apart from your content, infringes their intellectual property. It will also indemnify you against losses caused by ORUS's breach of data protection law in handling buyers' personal data. The same claim-handling steps in 13.4 apply the other way round, subject to section 14.

14.1 We provide the platform with reasonable care and skill. We do not promise any level of sales, or that the platform will always be available or free of errors.

14.2 ORUS is not liable for loss of profit, revenue, business, goodwill or data, or for any indirect or consequential loss.

14.3 ORUS's total liability to you under or in connection with this agreement in any 12 months is limited to the greater of:

• the total commission and fees ORUS received from your sales in the 12 months before the event giving rise to the claim; and
• £1,000.

14.4 Nothing in this agreement limits or excludes liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot be limited or excluded by law.

15.1 You keep the rights to what you upload: your photographs, words, course materials and brand marks.

15.2 You give ORUS a non-exclusive, royalty-free, worldwide licence to show, format, crop and promote that content on ORUS, in the app, in the Advisor's answers and in our marketing of ORUS. The licence lasts while it is listed and for a reasonable period after, to honour orders and bookings already made.

15.3 You confirm you have the right to grant that licence, including for any person shown in a photograph, and that your content does not infringe anyone's rights.

15.4 Reviews members leave about you belong to the member. Reviews you bring from another platform are shown as brought by you and never enter the rating ORUS computes.

16.1 Buyer data. You and ORUS are each responsible as a separate controller for the personal data you each handle. You may use a buyer's details only to fulfil what they bought and meet your legal duties, and not for marketing unless they have separately agreed.

16.2 You must comply with the data protection law of each market: the UK GDPR and Data Protection Act 2018, Malaysia's Personal Data Protection Act 2010, Singapore's Personal Data Protection Act 2012 and Australia's Privacy Act 1988. You must tell us within 48 hours of any security breach affecting buyer data you received through ORUS.

16.3 Conduct. You will not:

• take a member off ORUS to complete a sale that started here;
• write, buy, incentivise or suppress reviews, or manipulate rankings or follows;
• offer or accept bribes, or use forced or child labour anywhere in your supply chain; or
• sell to or through anyone subject to sanctions that apply to you or ORUS.

16.4 You will follow the Community guidelines when you post, keep your dashboard account secure, and tell us at once if it is compromised.

16.5 You will comply with the laws of every market you sell into, including consumer, advertising, product safety, data protection and tax law.

17.1 You may end this agreement at any time from your dashboard or by writing to hello@orus.uk.

17.2 We may suspend your listings or payouts while we look into a complaint, dispute, safety issue or suspected breach. We may end this agreement on 30 days' notice, or at once for a serious breach, fraud, a safety risk or a legal requirement.

17.3 On ending, your listings come down and your dashboard closes. Content already sold or booked stays available to the people who bought it. Orders and bookings already made must be honoured or refunded.

17.4 We still pay what is due to you, less anything you owe us. Holds under section 8.6 continue until the matter is resolved.

17.5 What survives. These continue after the agreement ends: traceability and records (5.4 to 5.5), safety incidents and recalls (6), set-off, holds and shortfalls (8.5 to 8.8), tax (9), insurance run-off (12.6), indemnities (13), limits on liability (14), and law and disputes (19).

18.1 A change to a rate carries at least 60 days' notice (section 7.3).

18.2 A change that adds to your obligations or reduces your rights carries at least 30 days' notice. You must accept it again before it applies to you, and you may end this agreement with nothing further owed before it takes effect.

18.3 A change the law requires, or one needed urgently for safety, may apply sooner. We will tell you as early as we can.

18.4 Other changes, such as corrections and clarifications, are published here with a new version number. The version you accepted is recorded against your registration.

19.1 This agreement is governed by the law of England and Wales.

19.2 If a dispute arises, either of us may write to the other setting it out, and we will both try in good faith to resolve it within 30 days.

19.3 If it is not resolved, the courts of England and Wales have jurisdiction. ORUS may also bring a claim to recover money you owe in the courts of the country where you are based.

19.4 This does not affect any mandatory protection you have under the law of the country you sell from.

20.1 This agreement, with the documents it refers to, is the whole agreement between us about selling on ORUS.

20.2 If a court or regulator finds any part of this agreement invalid, unenforceable or unfair, that part applies only to the extent it is valid and the rest continues.

20.3 If we do not enforce a right straight away, we can still enforce it later.

20.4 ORUS may transfer this agreement to a company in its group or to a buyer of its business, and will tell you. You may not transfer it without our written consent.

20.5 Neither of us is liable for delay caused by events outside its reasonable control, but this does not delay your safety and recall duties.

20.6 We send notices through your dashboard or by email. You send them to hello@orus.uk.

20.7 The ORUS parties may enforce section 13. Otherwise no one else has rights under this agreement.

20.8 We may provide translations. If they differ, the English version applies.

20.9 You are an independent business. Nothing in this agreement creates a partnership, joint venture or employment.

This schedule sets out the main rules you must follow in each market. It is a summary, not a complete list. You remain responsible for every law that applies to what you sell and where you sell it.

Cover must apply to every market you sell into. Limits are per claim, or the equivalent in local currency when the policy starts.