Hoot B2B Marketplace Merchant T&C

These Terms & Conditions constitute a binding agreement between us Hoot Online Shopping LLC (the Platform) and you (the Seller), together with the Platform collectively referred to as the Parties.

You should read these Terms carefully before registering on the Site, using the Site or otherwise indicating your consent, you agree to be bound by these Terms. If you do not wish to agree to these terms and conditions (the “T&C” or “Agreement”), please refrain from accessing and registering at the Site.

Definitions and Interpretations:

Account -your designated online account with the Platform where you can see, place, update information about your Products, certain terms of use and your personal details, and enjoy other facilities offered by the Platform.
Activities- means activities of the Seller in placing, promoting, advertising and selling Products.
Applicable Law -means in respect of the Platform and Seller all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority or authorized body of the United Arab Emirates. In respect of any other person any equivalent laws of such competent authority or authorized body in the jurisdiction of that person that may potentially be enforced against or have an impact on the Seller or Platform.
Business Day –means any day other than a Saturday or Sunday and such other days that are officially announced by authorized governmental body as holidays in the United Arab Emirates, or a day on which banking institutions are closed for public operations by prescription of Applicable Law.
Business Hours -means working hours from 8 am to 6 pm during Business Days. During the Holy Month of Ramadan, the working hours shall be reduced to from 8 am to 3 pm.
Customer -means an end buyer natural person purchasing a Product for own usage.
Customer Data -means Personal Data, any other information facilitating to identifying a customer (including Customer’s phone number, e-mail or any other identification on the Internet) or any Data subject of any specific protection under Applicable Law which the Seller processes in connection with the performance of the transaction.
Content -means copyrightable works including images, logos, specifications, code, documents, data, software, software development kits, libraries, application programming interfaces, and other information, technology, related materials and other content protected under applicable Laws.
Company -means any establishment or corporate legal entity under which commercial name you will carry out Activities on the Site.
Confidential Information -means all information (whether disclosed in oral, written or electronic form) relating to the Platform and its business which may reasonably be considered confidential in nature including information relating to that Platform’s IP Rights, assets, finances, strategy, products and customers. All information relating to the Customer Data, Transaction Information, the information provided in the course of verification procedure by the Seller and any other technical or operational specifications or data relating to the Site as well as the terms of this Agreement constitute a part of the Platform’s Confidential Information.
IP Rights -means any and all copyright, rights in inventions, patents, know-how, trade secrets, trademarks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, utility models, domain names and all similar rights and, in each case:

1. whether registered or not;
2. including any applications to protect or register such rights;
3. including all renewals and extensions of such rights or applications;
4. whether vested, contingent or future; and wherever existing.

Seller -includes you as a relevant person and the Company which will carry out Activities on the Site.
Major Shareholder -means a shareholder owning or controlling the Company through direct or indirect ownership over 25% or more of the shares or voting rights of the Company, or any other natural person who otherwise exercises control over the management of the business;
Manager -means a company manager or director as shown in the trade license;
License Agreement -means the license agreement with the Platform entered into by the Seller at the moment of registration in accordance with clause 2..
Product -means a product, whether in the physical or digital form, or any service made available or listed by a Seller for sale, offered for sale or sold by you or other third-party Sellers on the Site.
Site -means the website Hoot.ae and/or any other application controlled and/or operated by you the Platform whereon you may offer your Products for sale to Customers.
Transaction -means an agreement between the Customer and the Seller for the sale purchase of a Product executed by means of Site and performed by the Seller in the manner and on conditions set out herein.
Transaction Information -means a Product sold characteristics including quantity, quantity and relevant description, the Transaction status and details such as shipping address, contact details and other Customer Data any communication with the Customer in relation to a Transaction and related information provided or made available to you in connection with such Transaction by the Platform, a Customer or by any third party fulfilling or engaged into transaction.

REGISTRATION AND ACCOUNT

2.1. The Platform will create and maintain your Account upon your successful registration on the Site in accordance with this clause.
2.2. While registering with us, you will be required to pass the verification procedure providing us with essential information about your Company and its Major Shareholders. We will require you to submit the complete contemporary information about you, the Company and its Major Shareholders supported by the following documents:

Trade (Commercial) License showing the legal name, address and registration number of the Company as well as the names of all Managers and Major Shareholders’ names;
Your Company Manager and Major Shareholders’ Emirates ID (or Passport) copies;
Proof of address for your Company and Major Shareholders’;
VAT Registration Certificate.
A copy of the Bank’s Welcome Letter or such other official notification sent by the Bank with the account opening details.

2.3. In some instances, the Platform may require you to provide additional verification documents for the persons involved in the Company control and operation, and such documents may be:

Power of Attorney for any representative of the Company not shown in the Trade License;
Bank Reference letter of Company Managers and/or Major Shareholders;
Filled and signed CDD Declaration; or
Any other document or information as the Platform may deem fit or require from time to time.

2.4. The Platform will review and accept the provided documentation with the creation of an Account or reject the same and request to replace or resubmit any of the aforesaid documents within the shortest reasonable period. We will retain the right to refuse your registration or creation of any Account at our sole discretion without providing you with any details of such refusal.
2.5. Submission of incomplete, outdated or incorrect information may lead to a delay in the registration process or rejection in further registration with us.
2.6. The Seller shall notify the Platform of any changes in the Seller’s ownership or control as soon as such change occurs but, in any event, not later than 10 days therefrom.
2.7. Acceptable Use
2.7.1. The Account shall be used exclusively for the purpose of Activities and the Seller shall adhere to all applicable laws, Use Policies and all regulation posted on the Site at all times.
2.7.2. We may inspect your Account for any reason, including without limitation, to investigate any alleged violation of this Agreement or any third-party complaints.
2.8. Access to the Account
2.8.1. The Seller must ensure that all usernames and passwords required to access its Account are kept secure and confidential. The Seller must immediately notify the Platform of any unauthorized use of his credentials (i.e. passwords, usernames, secret questions or other login details) or any other breach of security and the Platform will reset his password and the Seller must take all other actions that the Platform reasonably deems necessary to maintain or enhance the security of Seller ‘s access to the Account.
2.8.2. Without prejudice to the generality of the above, Seller must (i) not attempt to undermine the security or integrity of the Providers’ computing systems or networks; (ii) not use, or misuse, the Platform in any way which may impair the functionality of the Platform, including by misusing the Platform in a manner that materially exceeds reasonable usage or use patterns over any month; (ii) not transmit, or input into the Site, any files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation; and (iv) not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Platform or to operate the Site except as is strictly necessary to use either of them for normal operation.

PRODUCT REQUIREMENTS

3.1. The Seller is allowed to carry out its Activities only in relation to the Product in which the Seller has full legal title and ownership or other relevant legal rights sufficient for the Transaction.
3.2. When a Product is subject to any certification, licensing or any other conformity requirements under Applicable Law, the Seller shall obtain and keep updated all such certificates, licenses and conformity documents.
3.3. In general, the Seller will maintain adequate processes and procedures for conducting diligence to ensure that Products are authentic, authorized for sale, and not stolen, counterfeit, illegal or misbranded.
3.4. The Seller shall not place for sale at the Site any Product which is restricted or prohibited under Applicable Law and, in particular out of the List of Prohibited Products. The Seller shall pay a administrative charge of AED 10,000 for any incident of placing Products out of the List of Prohibited Products on the Site in addition to immediately removing such Product(s) from the Site. The Seller shall be fully responsible for any consequence that may result due to placing a Prohibited Product(s) on the Site either to third party or to the Governmental Authorities.
3.5. The Platform may request the Seller to produce and submit to the Platform any documents proving the Products ownership or conformity with the Applicable Law as set out in this Clause 3. upon a 5 (five) days’ written notice. Should the Seller fail to fulfill such request without reasonable excuse, the Platform may prevent the Product in question from being accessible to the Customers or request the Seller to remove the Product from the Account.

ADVERTISING & PRODUCT INFORMATION

4.1. Any information related to the description of a Product offered for sale by the Seller presented at the Site in the form of graphics, photo or other visual demonstration of the Product shall be compliant with the Advertising Policy and thematic of the Product.
4.2. You should provide the Customer with full and as precise and clear information of the Product as possible. Any ambiguous, unclear or too wide presentation of the Product that can cause confusion of a Customer as to the Product nature or characteristics should be avoided at all times. The information of the Product should always correspond to an actual Product being sold and explicitly warn about any possible declination.
4.3. Besides the Product presentation page (block), the Seller may purchase an advertisement unit on the Site as a separate service subject to these terms and conditions as well as the Advertising Policies published on the Site that may be updated from time to time by the Platform. A separate advertising unit shall appear on a specified for such unit location on the Site independently of any Product’s page/block.
4.4. The advertisement may not comprise or mention directly or indirectly Product out of the List of Prohibited Products or information that is inappropriate, illegal or of offensive nature. Any violation of this clause will be vehemently dealt with and action will be taken in a police or other concerned governmental department and is subject to a penalty set out in subclause 3.4. above.
4.5. The Seller shall ensure at all times that none of its Product description contains plagiarized texts.

PURCHASE PROCESSING

5.1. Product shall be sold to the Customers via the checkout and payment gateway processes on the Site. The Platform will collect and process all payments from the Customers, making available all relevant information of the Transaction in the Seller’s Account. The Platform requires the Seller to update every Transaction status in the Account throughout its fulfilment and delivery processes.
5.2. The Seller will only receive information of Transactions fully paid and accepted by the Platform.
5.3. Timing of Initial Transaction Processing
5.3.1. The Platform will accept multiple different payment methods from Customers. The Seller acknowledges that not all payment methods are processed by the relevant bank within the same day in which they were received, and as such, the Seller may only receive notification of a Transaction after the date of the Customer completed check out process and it has been accepted by the Platform.
5.3.2. The Seller accepts that it shall be obliged to honour all Transaction requests based on the price and availability reflected in its Account as of the date of acceptance of the Transaction by the Platform, notwithstanding that the Seller may have only been notified of the Transaction request after its actual date. However, the Platform will use all reasonable and commercially viable means to endeavor to keep such delays to a minimum.
5.4. Physical Products Purchase Processing
5.4.1. The Seller must update the Transaction Information as “Accepted” (which means a confirmation by the Seller that it has stock), via its Account within 2 (two) Business Hours of receiving a Transaction request from the Platform.
5.4.2. The Seller must update the Transaction Information as “Ready for Collection” (which means the Product is picked, packed and ready for collection by the courier), via its Account within 1 (one) Business Day of receiving a Transaction request.
5.4.3. The Seller must update the Transaction Information as “Out with Courier” (which means the Seller has handed the packed Product for delivery) via its Account within 1 (one) Business Hour of handing the Product to the Courier. The maximum term for updating the status to “Out with the Courier” shall be 3 (three) Business Days since the Transaction was marked by the Seller as “Accepted”.
5.5. Digital Products Purchase Processing
5.5.1. The Seller must update the Transaction Information as “Accepted” in its Account within 2 (two) business hours of receiving a Transaction request from the Platform.
5.5.2. The Seller shall communicate to the Customer’s via Hoot.ae (Site Contact Form or Customer’s e-mail provided with the Transaction request) the Product information and credentials (authorization code, access key, and all relevant authentication details) and exhaustive guidance to enable the Product use by the Customer.
5.5.3. The Seller shall deliver the Product to the Customer and updated the Transaction status in the Account within a maximum of 12 (twelve) business hours since the Transaction was marked as “Accepted”.
5.5.4. It will be Seller’s responsibility to ensure proofs of delivery of the digital Products to the Customer. Such proof of delivery shall constitute part of the Transaction Information.
5.6. Fulfilment of Purchases of Physical Product
5.6.1. Once Platform Marketplace has transmitted a Transaction request to Seller, Seller will, at its own expense, be solely responsible for, and bear all liability for, processing and updating all relevant statuses in the Account, including the accurate picking and packing of all Products for Transactions being in processing, as well as any ad hoc customer service requests from Platform.
5.6.2. If the seller fails to update the availability of a product/products leading to order fulfilment failure or order cancelation, and an order was placed by a customer for the mentioned products, The seller will be charged as per the agreed Hoot.ae Commission structure. If a seller cancels 2 orders within the period of 30 calendar days, the seller will be delisted.
5.6.3. All packaging material needs to comply with the minimum packaging standards as set out in the Site Packaging Guidance as may be amended from time to time by the Platform. Under no circumstances packaging should contain any Seller marketing or other materials that are not included as standard with regard to the specific Product being sold.
5.7. Transaction Risk of Fraud, Loss, and Cancellation
5.7.1. Platform will bear the risk of credit card fraud occurring in connection with any Transaction.
5.7.2. The Seller shall bear the full risk in and to any valid dispute cancellation of a Transaction by a Customer, and expressly acknowledges that a Customer may have additional rights against the Seller as a result of the terms and conditions contained on the Site, or under relevant Card System’s regulation (Visa, MC so on).
5.7.3. The Seller will have the right to dispute a cancellation requested by Customer or the Platform when it is appropriate subject to the proceedings set out in Clause 11.
5.8. Transaction Information
5.8.1. The Seller must keep all accurate and contemporary Transaction Information generated and obtained in the course of Activities for at least 5 (five) years after completion of the Transaction. Regardless of by whom the Transaction Information was generated or kept, the Platform retains its exclusive ownership of the Transaction Information at all times.
5.8.2. The Platform may request any particular Transaction Information from the Seller in regard to any Transaction and the Seller must submit the same within a maximum of 12 (twelve) business hours of the Platform’s request.
5.8.3. The Seller may be held liable for any harm and losses in case of any loss or incompleteness of the Transaction Information or failure to provide such information within the aforesaid term.

WAREHOUSING AND DELIVERY METHODS

6.1. Seller is responsible for properly specifying the shipping options for all Products through the Account (including as may be requested by Platform) and for properly handling all returns at its own cost.
6.2. Seller is obligated to use the “shipping” and “warehousing” functions (may be named differently in the Account) selected in the Account.
6.3. Platform’s Facilities
6.3.1. The Seller may opt for using one of the warehousing and delivery facilities provided by the Platform. Details of the available facilities with the Platform will be displayed in the Account.
6.3.2. When the Seller opts for the Platform’s warehousing the Product and its quantity will appear in the Account only after it has been placed in the respective quantity in the selected warehouse.
6.3.3. In case the Platform undertakes to complete the delivery of a Product on the Seller’s behalf, the Platform will make use of approved delivery service providers to collect and deliver Products.
6.3.4. Limitation to Platform’s responsibilities:

1. Although such facilities are arranged on our part, the services are fulfilled by third parties logistic provider and not always may be within Platforms’ control. Thus, any claims, complaints and disputes in regard to the quality or quantity of such services shall be addressed directly to the third party provider.
2. Platform’s obligations in terms of this clause shall apply to the delivery of Products in a course of initial delivery and Transaction Processing only. This does not apply to the collection of any returns for unwanted or defective Products, which shall be subject to a separate charge and will be the sole responsibility and for the account of the Seller.
3. Seller will be responsible for all shipping charges and for any costs or charges related to shipping-related problems, including without limitation, damaged or lost Products, late shipments or misdelivery.

6.4. Seller’s Facilities
6.4.1. The Seller may elect to handle its own shipping requirements as an alternative to Clause 6.3. above.
6.4.2. Any alternative courier service selected by the Seller may be engaged in the Transaction fulfillment only after it was approved by platform in writing.
6.4.3. That will be Seller’s responsibility to continuously monitor availability and update quantity of the Product, which information should be adequately reflected on the Site. Failure to accept the request for Transaction due to stock shortage shall entail the consequence set out in clause 6.4.8.
6.4.4. In case the Seller uses its own warehousing and delivery method the Seller is obliged to strictly abide by the Transaction’s terms set out in Clause 5. and complete the entire picking, packing, and waybill creation process so as to attain and update status “Ready for Collection” and “Out with Courier” within the term specified in subclauses 5.4.2.5.4.3. respectively.
6.4.5. Seller is obliged to make available all facilities as are necessary in order for Platform approved couriers to collect packaged Products from a single Seller warehouse or collection point. The Seller accepts that it shall be liable for any delays and/or losses that may be suffered by Platform as a result of the Seller failure in this regard.
6.4.6. Delivery timeframes shall be of the essence. The Seller is required to strictly comply with the Transaction processing terms and ensure the packaging, handing to the delivery courier and delivery to the Customer in full compliance with clause 5.4. If the Seller cannot meet the stipulated processing terms for any Product, it will provide Platform with email notification of such delay. Such notification does not release the Seller from its responsibilities for the breach of Transaction processing terms, including, without limitation, pecuniary penalties incurred thereby.
6.4.7. The Seller shall procure a proof of delivery before updating a Transaction status as “Delivered”.
6.4.8. Any unauthorized violation of the delivery terms set out herein may result in cancellation of the Transaction with a full refund of the price to a Customer. In addition, the Seller shall be obliged to pay an administrative charge of AED 10,000 to the Platform.
6.5. Warehousing and Delivery Fee
6.5.1. Any options provided to the Seller out of Platform’s storage and delivery facilities is chargeable based on the current tariffs of a fulfilling third party logistic provider. The said charges are subject to change in case any corresponding changes in such fulfilling third party’s fee structure occur. Such changes do not apply to any Transactions after they marked by the Seller as Accepted.
6.5.2. Upon selecting one of the Platform’ storage and delivery facilities, the Seller will be given a choice of applicable handling fees based on the Product characteristics, quantity and Seller’s preferences. Selected storage and delivery option’s fee will be automatically applied and displayed in the Seller’s Account once the Product is placed in the storage/delivery facilities.
6.5.3. Applied delivery fee, when it’s fulfilled by the Platform’s facilities, will be displayed for a Customer next to the Product price on the Site and in the Account and will be added to the Customer’s payment at the checkout. Alternatively, where the Seller chooses using its own delivery facilities, the Seller shall add the delivery fee and available delivery options via the respective section in the Product description.
6.5.4. Applied storage fee shall remain the sole responsibility of the Seller will be displayed next to the Product only in the Account.

TRANSACTION CANCELLATIONS, RETURNS AND REFUNDS

7.1. Unless shorter term of a Customer right to return a Product is specified by the Applicable Law, the Customer shall be entitled to return, and both the Platform and the Seller shall accept such return within 14 days of the date the Product has been delivered to the Customer. The Seller may provide the Customers a longer period for free returns at its cost and responsibility.
7.2. The Platform will process all Customer requests for cancellations, returns, refunds and/or price adjustments. The Platform will send a message notifying the Seller of request for return, refund, replacement, price adjustment, respectively.
7.3. The Seller is expected to comment on any request for returns, refunds, price adjustments to the Transactions being in the process within 3 (three) business hours of the Platform’s corresponding notification. If the Seller fails to comment or its comment not answered/answered negatively within 3 (three) subsequent business hours by the Platform, the Seller shall proceed as below.
7.4. Where the Product has not been handed to a courier, the Seller must immediately stop and/or cancel any Transaction if requested by the Platform. After the Product has been handed for delivery and the Transaction is marked as “Out for Delivery” in the Account, the Seller shall exercise commercially reasonable efforts to stop or cancel delivery accordingly. When the Product has been delivered to a Customer the Seller shall arrange at its cost and efforts the return collection of the Product from the Customer.
7.5. The Seller shall notify the Platform of the updated status of the Transaction within 3 (three) business hours of the Platform’s request set out in Clause 7.1 above.
7.6. In case of delivery fulfilled by one of the Platform’s facilities the Platform may stop or cancel such delivery with subsequent notification to be sent to the Seller within 6 (six) business hours of the stoppage/cancellation is done.
7.7. Platform shall have the discretion to accept or reject all refund, return, and exchange requests by Customers at all times. Platform shall process all refunds, returns, and exchanges immediately upon confirmation from the Seller, which confirmation shall be provided by the Seller within 12 (twelve) hours of receipt of a request from Platform, failing which the Seller will be deemed to have provided its confirmation. When the return requested after elapsing term for return set out in Clause ‎7.1 subject its processing shall be to the Disputes Settlement procedures set out in Clause ‎10 below.
7.8. Seller understands and acknowledges that the Customer may return the Product to a Platform physical store within the period set out in Clause ‎7.1. without the necessity to escalate any complaint. This will apply notwithstanding the fact that the Seller may only receive the actual Products at a time after the expiration of the applicable period.
7.9. Seller will be ultimately responsible for all exchanges and replacements, price adjustments where applicable. Completed exchanges and replacements shall be arranged with proofs of delivery for the replacement and reflected in the Account Accordingly.
7.10. Seller will be responsible for all applicable reverse logistics costs incurred in ensuring that the Product collected from the Customer and returned back to the Seller.
7.11. A Customer may return Products sold by the Seller to a Platform physical store or request that the Seller collects the Products from the same location they were delivered to.
7.12. Where returned Products are required to be collected from a Customer, the Seller will have 12 (twelve) business hours to collect the Products and then 48 (forty-eight) business hours to assess return for settlement with a Customer.
7.13. When Products are returned to a Platform storage facility, Platform will notify the Seller via the Account or email that there are Products that have been returned and require assessment before a refund can be processed. The Seller is obligated to collect and assess Products that are returned for resolution within 48 (forty-eight) business hours of notification of return.
7.14. The ultimate decision on the amount to be refunded, to a Customer if at all to be refunded shall always be with the Platform. The decision for a full refund to the Customer may be taken by the Platform also in cases the Seller unreasonably delays, refuses or otherwise fails to process the return request as specified in clause 7.4. above.

PRODUCT WARRANTIES

8.1. The Seller warrants that each Product sold in the course of the Seller’s Activities will perform such general and specific operations and have such general and specific characteristics as described and claimed for them in any of manufacturer and Seller’s published Product descriptions and specifications whether or not such descriptions and specifications are specifically included in or referenced in the Transaction Information.
8.2. Without prejudice to the above, the Seller guarantees and procures that any Product sold to a Customer bears the warranty that it is free from any defects in material or workmanship and will conform to, comply, function and perform in accordance with the applicable laws or in the absence of such provisions in law with standard customary requirements to the goods of the same kind.
8.3. The Seller shall specify a warranty period for every Product offered on the Site, which shall not be shorter of any warranty period under Applicable Law for that kind of goods or in the absence of such provisions in the law of a standard customary requirement to the goods of the same kind.
8.4. The Seller shall make all necessary adjustments, repairs and replacements of the Product if a warranty event occurs during the warranty period free of charge.
8.5. In the event that the Seller discovers a defect or danger in the Product that would harm the Customer when using it or benefiting therefrom, the Seller shall forthwith inform the Platform of potential damages and shall immediately arrange collection of the Products back from all Customers to whom it has been sold.
8.6. Failure of the Seller in its obligations under this clause 8. shall result in the financial penalty of AED 10,000 to be paid to the Platform. Such penalty shall be without prejudice and in addition to any compensation for losses the Platform may sustain due to such failure.

CUSTOMERS REVIEWS & RATINGS

9.1. The Seller understands and agrees that Customers (including wholesale Purchasers, if any) will be given a possibility to leave their reviews and ratings for the purchased Products and their experience with the purchase process. The Seller shall accept all such review and not attempt to circumvent its effect, if negative, by removing the Product from the Account and shortly therefrom placing it back for sale. In such a case, the Seller agrees that all earlier reviews and ratings may be reattached to the Product as if it has never been removed.
9.2. In case the Seller disputes genuineness or adequacy of a review, the Seller shall communicate its grounded concerns to the Platform. The Platform may subsequently, where it deems fit, moderate or delete the review or take such additional steps as it may deem necessary to ensure the genuineness of the review. The Platform shall have its absolute discretion in resolving the Seller’s complaints by deciding whether the review is compliant with Customers Review Policies and whether any action is required in that regard.
9.3. The Seller hereby explicitly releases and discharges the Platform, as well as all its affiliates, agents, subsidiaries associates, and employees from any liability, claims, and disputes of whatsoever kind in regard to or in connection with any Customer(s)’ reviews, or ratings placed on the Site, or subsequent to the Platforms resolution of the Seller’s respective complaint.

OTHER WARRANTIES & REPRESENTATIONS OF THE PARTIES

10.1. The Seller and the Platform represent, undertake and warrant to each other that at all times relevant to this Agreement that each of them is:

1. duly established and have full capacity to enter into this Agreement;
2. is not insolvent, has not gone into liquidation, has not had a receiver appointed for any or all of its assets, has not entered into receivership, is not declared bankrupt, has not taken general measures to cease payments of its debts, has not entered into negotiations for a general agreement with its creditors, has not entered into the composition, reorganization or similar arrangements with its creditors;
3. all information provided on performance hereof is and will be true, correct and not misleading.

10.2. In addition to the above, the Seller represents, undertakes and warrants to the Platform that:

1. any person that is provided with an Account, and the ID and password associated therewith, has the right and authority to act on behalf of Seller;
2. Seller owns and/or has the necessary licenses, rights, consents, and permissions to carry out its Activities on the Site, whether specifically mentioned herein or not.

10.3. The Platform makes no representation nor any warranties in respect of the Site appropriateness for the Seller’s Activities nor in respect of any future earnings through the Site.

DISPUTES SETTLEMENT

11.1. The Platform will receive and entertain Customer’s complaint against the Product and associated activities based on the Applicable Law and the Platform Return Policy. It will be Seller’s responsibility to familiarize itself and comply with Platform Return Policy and any Applicable Law in respect of the Consumers Rights Protection in order to keep minimum or avoid the complaints and disputes from the Customers.
11.2. Once the Platform receives a Customer’s complaint, the same will be immediately notified to the Seller and will appear in the Seller’s Account.
11.3. The Seller is expected to provide its response to the complaint in writing within a maximum of 12 business hours of the corresponding notification. The Seller may either fully or partially accept the complaint and suggest full or partial refund to the Customer or replacement of the Product in accordance with the procedure set out in clause 7. or object against the complaint by providing additional evidence (photos, descriptions, instructions etc.) whichever the Seller considers relevant to the dispute.
11.4. The Platform may, at its sole discretion, either accept the Seller’s response and process a suggested refund or replacement or communicate the obtained response to the Customer, if it appears reasonable to the Platform. In case the Seller’s response is clearly not satisfiable, the Platform may accept the Customer’s complaint and proceed with such measures as it deems appropriate, including but not limited to the full refund of the Product price.
11.5. In case the Platform has communicated the Seller’s response to the Customer and the Customer has accepted the same or did not revert within 10 days of being notified of the Seller’s response, the dispute may be considered settled and the Seller will receive respective notification from the Platform.
11.6. Should a Customer object to the Seller’s response within 10 days of being notified thereof the final resolution of the complaint shall be after the Platform.
11.7. Seller hereby explicitly authorizes the Platform to return monies to the Customer on behalf of Seller, to accept any replacement or partial refund at the Platform’s discretion in case of: (i) Seller fails to timely answer a Customer’s complaint; (ii) fails to provide corroborating evidence and/or such answer/evidence is not deemed sufficient by the Platform; (iii) the Platform adhered Customer’s position upon Dispute Settlement procedure; (iv) any other event directly stipulated herein.

ACCOUNT SUSPENSION

12.1. The Platform retains the right to suspend an Account in case:

1. the Platform receives unacceptable number of Customer’s complaints, or have sudden increase in complaints or a single serious complain and the Seller does not facilitate its timely and efficient settlement; or
2. the Platform receives any notice of third party’s IP Rights infringement; or
3. it has any reasonable ground to believe that Seller is in breach of any provisions hereof or any of the Platform Policies;
4. the Platform believes that the Seller exercises any suspicious or illegal activities through the Site.

12.2. The Platform shall notify the Seller of the suspension and may seek the Seller to remedy any such violation based on which the account was suspended within 10 (ten) days of the Platform’s notice of suspension or to provide an additional financial guarantee against alleged violation if applicable. Such term may be extended upon the parties mutual consent. 1

TERMINATION

13.1. Each the Platform and the Seller may terminate this Agreement at any time upon at least 90 (ninety) days’ prior notice.
13.2. The Platform may terminate this Agreement upon immediate notice to the Seller in cases:

1. change in Control or Major Shareholding of the Company, expiration and not renewal its trading license;
2. the Seller failed to remedy any breach or violation hereof as provided in Clause 12.;
3. the Seller committed a breach hereof which is not remediable;
4. reason set out in section f) of Clause 12.1..

13.3. The Platform reserves the right to terminate any account at its convenience without providing the Seller with any reasonings therefor upon 30 days’ written notice to the Seller.

EFFECT OF SUSPENSION OR TERMINATION

14.1. Upon suspension or termination of the Account by any reason, the Parties shall continue honoring its obligations as to all Transactions. In particular, the Seller shall:

1. provide customer service to Customers who purchased Products on the Site as set out in clauses 7.and 8. above;
2. pay all commissions and charges due to and incurred by the Platform in connection with the Activities;
3. notify the Platform and Customers of any recalls of its Products;
4. immediately notify the Platform of any security breach that allows a third party to view or access or otherwise compromises any Transaction Information.

14.2. The Platform shall pay the Seller all Seller’s earnings on the Account less the Platform’s commission and charges properly incurred through the date of termination.
14.3. Upon termination of this Agreement for the reason set out in Clause 13.2.: (i) Seller remains liable for all commissions fees, charges, penalties and any other obligations accrued through the date of termination with respect to the Activities, (ii) all of Seller’s rights under this Agreement shall immediately terminate.
14.4. Termination of the Account shall amount to termination of all supplemental arrangements, including but not limited to this Agreement and all third parties logistic providers’ services. The Seller shall insure it has no Product remained in the Platform’s warehousing or delivery facilities.

COMMISSION, PAYMENTS & CHARGES

15.1. The Platform shall charge commission at the rates specified in our Rates and Tariffs Policies on every Transaction based on the sum of the Product’s price reflected for a Customer at the moment of the Customer’s checkout.
15.2. When the Transaction is cancelled by the Customer before the Product has been delivered to that Customer and such cancellation is accepted by both the Seller and the Platform and is not attributed to the Seller’s default, you shall be entitled to claim a refund of the commission paid to the Platform in connection with such transaction.
15.3. Charges for placing advertisement units on the Site shall be payable to the Platform in the amounts specified in the Platform Advertising Policies appended hereto Schedule__.
15.4. The Platform will collect from the Seller all third parties logistic provider’s fees and charges properly incurred on the performance of this Agreement as set out in clause 6.5. above.
15.5. All Platform’s commissions, fees and charges and third parties’ fees incurred contemplated in this clause shall become due immediately upon its maturity and may be set off against any positive balance of the Seller’s account (Wallet section) with the Platform. The Seller hereby explicitly authorizes and warrants any setoff or automatic deduction of the Platform’s commission from the Seller’s Account.
15.6 Product Prices and Payment Release
15.6.1. The Seller will always display the Product price on the Site, which include VAT and all associated costs of the Seller. The Seller cannot claim any additional amount on top of the Product price demonstrated to the Customer and processed at the checkout.
15.6.2. A Customer’s payment against the Product price shall be retained by the Platform throughout the Transaction processing period up to the date of the Product delivery to the Customer plus 15 days therefrom so to satisfy any legitimate return request by the Customer.
15.6.3. On the expiry of the Payment retention period as set out in the foregoing clause
15.6.4. the Seller shall place its request for the funds withdrawal. Upon approval of the Seller’s said request the Platform shall transfer the sum of the Customer’s payment less the Platform’s commission, fees and charges to the Seller’s bank account mentioned in clause 22. Below.

LIMITATION ON THE PLATFORM’S LIABILITY

16.1. Except for any legal responsibility that we cannot exclude in law or arising under Applicable Laws relating to the protection of Seller’s personal information, we are not legally responsible for any:

losses that were not foreseeable to you and us when these Terms were formed;
losses that were not caused by any breach on our part;
business losses; and
losses to non-consumers.

16.2. Any and liability of the Platform at all times shall be limited to the sum of commissions paid by the Seller to the Platform hereunder.

INTELLECTUAL PROPERTY RIGHTS

17.1. Seller’s IP Rights
17.1.1 Seller warrants and represents that it has all IP Rights and consents associated with or necessary for carrying out any Activities on the Site and the same will not infringe any third party’s respective rights.
17.1.2 Although the Platform has no obligation to review or approve any information related to the Product, we reserve the right to remove any information or restrict its availability to Consumers at our sole discretion if we find it objectionable or believe that it may be infringing any third party’s rights.
17.1.3 Seller hereby grants to the Platform a royalty-free, perpetual, fully-paid, irrevocable, sublicensable, transferrable, non-exclusive license in all Seller’s Intellectual Property Rights associated with the Product to the extent reasonably required for the performance of this Agreement, including without limitation to use, copy, edit, change, distribute, publish, adapt, aggregate and modify of any information for any purpose in connection with the Activities at the Site.
17.2. Platform’s IP Rights
17.2.1. The Platform is and will remain a sole owner of all IP Rights in the Site and any of its components. Nothing in this Agreement shall be considered as a transfer in any way of any title, rights of ownership, or IP Rights of the Platform to the Seller.
17.2.2. You shall be granted a non-exclusive, non-sublicensable, non-transferable, revocable personal license to use our IP Rights to the extent as may be reasonably required for carrying out your Activities on the Site subject to and on the terms of the License Agreement.
17.2.3. None of the Platform’s IP Rights may be reproduced, distributed, copied, modified, distributed, published, downloaded, displayed, posted, performed or transmitted in any form or by any means, sold, rented, re-sold, licensed or sub-licensed, used to create derivative works, or in any way exploited without the prior express written permission of the Platform or the copyright owner, except as otherwise expressly stated under copyright law. Seller, however, may retrieve and display the content of the Site on a computer screen, store such content in electronic form (but not on any server or other storage device connected to a network). The Seller may not otherwise reproduce, modify, copy, distribute, display, perform or use for commercial purposes any of the materials, information or content on the Site without our permission. If downloading, copying, redistribution, retransmission or publication of copyrighted material is permitted by law, you will make independent attribution and/or make no changes in or deletion of any author attribution, trademark legend or copyright notice. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. Any violation of these restrictions may result in a copyright, trademark or other intellectual property right infringement that may subject you to civil and/or criminal penalties. In addition, you may not make any use that exceeds or violates this Agreement.

CONFIDENTIALITY & DATA PROTECTION

18.1. Each Party shall maintain the confidentiality of the Confidential Information and shall not without the prior written consent of the party to whom such information belongs, disclose, copy or modify the Confidential Information (or permit others to do so) other than as necessary for the exercise of its rights and performance of its obligations under this Agreement.
18.2. Both Parties undertake to:
18.2.1. disclose the Confidential Information of each other only to those of its officers, employees, agents and contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under this Agreement; and
18.2.2. procure that such persons are made aware of and agree in writing to observe the obligations in this clause 18..
18.3. Each Party shall give notice to the other party of any unauthorized misuse, disclosure, theft or loss of the Confidential Information immediately upon becoming aware of the same.
18.4. Each Party shall indemnify, keep indemnified and hold harmless the other party from and against any losses, claims, damages, liabilities, costs (including legal and other professional fees) and expenses incurred as a result of or in connection with any breach by the party of this clause 18.
18.5. The obligations under this clause 18. shall survive the termination or expiry of this Agreement for a period of 10 years.
18.6. Customers Personal Data Protection
18.6.1. The Seller declares that all Customers Data whichever have been exchanged or will be exchanged in the future between the Parties for the purpose of performing this Agreement, are and will be processed in accordance and strict compliance with any Applicable Law.
18.6.2. In terms of the foregoing clause, the Seller understands that certain Customers Data may be governed by and to be processed in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data, and repealing Directive 95/46/EC or such other rules and regulation applicable to the Customer.

INDEMNITIES

19.1. The Seller shall indemnify and keep indemnified and hold harmless the Platform from and against all expenses and/or losses suffered or incurred by them arising out of or in connection with:
19.1.1. any breach of any obligations, representation or warranties set out in this Agreement;
19.1.2. without prejudice to the generality of the foregoing provision, breach of Customer Data protection provisions.
19.1.3. personal injury, death or damage to any third party resulting from the Product use.
19.1.4. any action, demand or claim that use or possession of any of the IP Rights of any third party.

FORCE MAJEURE

20.1. In this clause, Force Majeure means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under this Agreement. Inability to pay is not Force Majeure. 20.2. A party shall not be liable if delayed in or prevented from performing its obligations under this Agreement due to Force Majeure, provided that it:
20.2.1. promptly notifies the other of the Force Majeure event and its expected duration; and
20.2.2. uses reasonable endeavours to minimise the effects of that event.
20.3. If, due to Force Majeure, a party:
20.3.1. is unable to perform a material obligation; or
20.3.2. is delayed in or prevented from performing its obligations for a continuous period of 6 months of operation of this Agreement, the other party may terminate this Agreement on not less than two weeks’ written notice.

LAW AND JURISDICTION

21.1. This Agreement shall be governed by and construed in accordance with the laws of United Arab Emirates.
21.2. The Dubai Courts of the United Arab Emirates shall have jurisdiction to adjudicate any dispute arising out of the formation, performance, interpretation, nullification, termination or invalidation of this Agreement or arising therefrom or related thereto in any manner whatsoever.
21.3. Notwithstanding the above, any provisions hereof governed by the Platform's Policies may be changed in case of change of our corresponding Policies unilaterally. In the event of such changes, we shall notify you of the same at least 30 days prior to the said changes become effective. Changes in our Rates and Tariffs Policies shall become effective and binding on you in 60 (sixty) days after the notice of such change has been served on you.