AliExpress Service Agreement for South Korea sellers
IMPORTANT PRIOR NOTICE
Before you request to join the corresponding category of subscribed sellers (hereinafter, the “Category”), you must carefully read and comply with all the contents of this Agreement. Please read the contents of all the clauses carefully, and make sure you understand them, including, without limitation, the clauses on AliExpress' exemption or limitation of liability, the clauses on the limitations of the Seller's (as this term is defined below) rights and the clauses on conflict resolution, applicable law, and jurisdiction. If you have any questions about any clause in this Agreement, please contact us through the AliExpress customer service, where you will be provided with the relevant explanations. If you disagree with any contents of this agreement or do not clearly understand the explanations on the clauses given by AliExpress, please refrain from any further action. Otherwise, the applicant corresponding to your AliExpress account will be understood to have accepted the following terms and conditions, and will be bound by this agreement.
AliExpress Service Agreement for South Korea Sellers for AliExpress Platform
Publication Date: 12 July 2024
Effective Date: 18 July 2024
This Agreement has been signed by the South Korea seller user (hereinafter, the “Seller” or “You”) and the service providers Alibaba.com Singapore E-Commerce Private Limited, with registered office in 8 Shenton Way, #45-01 AXA Tower, Singapore 068811, incorporated in Singapore with Company Reg. No. 200720572D and AliExpress Korea Limited, with registered office in 8F, State Tower, 100, Toegye-ro, Jung-gu, Seoul, Korea, incorporated in South Korea with Company Reg. No. 805-88-02959 (hereinafter, collectively, “We”, “Us” or “AliExpress”). The Seller and AliExpress shall be jointly referred to as the “Parties” and each one as a “Party”. This agreement is binding.
Clause 1. Recital
1.1 The Parties shall comply with this agreement. The object of this Agreement is to regulate the terms and conditions under which the Seller may offer to sell products on the AliExpress Platform (as this term is defined below).
1.2 “The AliExpress Rules for South Korea Platform Sellers” are part of this Agreement; in addition to this Agreement, You must comply with the “AliExpress.com Free Membership Agreement”, the “Transaction Service Agreement”, the “Terms of Use”, the “Privacy Policy”, the “Product List Policy” and any other agreements entered into when You created your account (jointly referred to as the “Platform User Agreements”). The Platform User Agreements are available hereand the terms of the Platform User Agreement are incorporated herein by reference subject to the terms set forth in Exhibit A. In the event of any inconsistency between the terms of this Agreement, including Exhibit A, and the original terms of the Platform User Agreement, the terms of this Agreement, including Exhibit A, prevail.
1.3 The amount to be charged by AliExpress to the Seller will be a percentage over the value of each transaction performed by the Seller throughout the AliExpress Platform as indicated in the AliExpress Rules for South Korea Platform Sellers.
1.4 The Seller acknowledges that none of the products can be sold, or shipped, to any of the Relevant Jurisdictions and any orders placed by the Relevant Jurisdiction(s)’ buyers will be deemed void and invalid.
Clause 2. Definitions
2.1 “AliExpress Platform”: means (a) the web and mobile-optimized versions of the website identified by the uniform resource locator “www.aliexpress.com”; and (b) the mobile application of the AliExpress e-commerce platform, or such successor mobile applications, sites and/or domains as may be announced by AliExpress from time to time.
2.2 “Category”: means the organization of the AliExpress Platform into main operating categories (including special categories), depending on the type of product and in accordance with their commercialization requirements. Each main category (as well as the special categories) has its own joining rules and/or agreement on the basis of the type of product, operating strategy and brand position, and will be generally governed by the joining AliExpress Rules for South Korea Platform Sellers that are available here. Regarding each main operating category, applications to join will be examined and decided upon individually.
In particular and without limitation, in case that you intend to sell virtual products and apply and/or sell goods into such category, you will be deemed to have accepted the virtual products seller related supplemental agreement available here . Otherwise, please refrain and/or cease to offer any such virtual products.
2.3 “Category Service” or “Service”: means the service for the publication of contents on the AliExpress Platform (including, without limitation, information on You, the products which You offer, and the terms applicable to their commercialization) as well as other related technical services provided to You by AliExpress under the Platform User Agreements and this Agreement, as part of its operating activities in each Category.
2.4 “Criteria for Performance Evaluation”: means the criteria for performance evaluation established for each calendar year in course and published by AliExpress hereaccording to the performance peculiarities of each Category, including, without limitation, the adjustments made by AliExpress to the Criteria for Performance Evaluation on the basis of the different performance circumstances for each Category. Where AliExpress has not published criteria for the calendar year in course, the last criteria published in the relevant calendar year shall apply.
2.5 “Deregistration Process”: means the deregistration process that starts at the Seller's request, when decided by AliExpress, or when certain conditions for the termination of this Agreement are met. During the Deregistration Process, AliExpress shall cease to provide the Category Services to the Seller and undertake the relevant Measures for the Management of the AliExpress Platform, the Seller shall fulfil its obligations and perform the actions stipulated in this agreement and in the applicable rules. The Deregistration Process is in turn divided into Category deregistration and deregistration from the AliExpress Platform.
2.6 “Measures for the Management of the AliExpress Platform”: means the measures that AliExpress can take in the cases of breach of this Agreement by the Seller to ensure organised operation of the AliExpress Platform, including, without limitation, the removal and deregistration of products, the application of restrictions on the publication of products, the suspension of the Category Services, account deregistration, suspension, or closure, or, where applicable, instructing the KR PSP (as defined in Exhibit A) to take measures limiting the release of funds to the Seller.
2.8 “Start of the Services”: means the process by which AliExpress notifies the Seller that it has successfully passed the process for acceptance as a Seller, and thus is authorised to publish products in the various Categories and use the Category Services, as stipulated in clause 4.
Clause 3. Coming into force and scope of application
3.1 You have voluntarily requested to join one or more corresponding AliExpress Category. AliExpress shall provide the Category Services as established in this agreement.
3.2 By clicking the accept button or signing this agreement, You are accepting and undertaking to fulfil this agreement in all its terms.
3.3 This agreement comprises the text of the agreement, its appendices, and all the rules and announcements published by AliExpress (including the “Criteria for Performance Evaluation”, the “AliExpress Rules for South Korea Platform Sellers”, and the management rules for operation of each Category) (hereinafter, referred to jointly as the “Agreement”). This Agreement is part of and supplements the Platform User Agreements, with the same legal effects. AliExpress reserves the right to establish or modify any and all rules governing the AliExpress Platform at any time. In these cases, AliExpress shall notify South Korea Sellers as provided in this Agreement, and at least thirty (30) calendardays in advance unless exceptional circumstances apply. The modified platform rules shall come into force from the relevant date, and become a part of this Agreement. Should You disagree with the relevant modification, You should refrain from continuing to use the Category Services. If You continue to use the Category Services, You will be understood to have no objections to the modified Agreement and undertake to fulfil it.
3.4 You hereby understand and accept that the acceptance of this Agreement does not entail the successful commencement of the Category Services. AliExpress will conduct a review of the information and documents with which You provide Us to join the AliExpress Platform and on the products that You offer, in accordance with any of the procedures described in the Agreement, or at such successor site and/or domains as may be announced by Us from time to time. Once the review process is satisfactorily completed, the Services shall start under this Agreement on such date as advised by AliExpress. The result of the review process shall be that notified by AliExpress or on the basis of specific limitations to the Start of Services.
3.5 This Agreement shall be effective from the date of its acceptance to 31 December of the year in which You join. For sellers who joined the AliExpress Platform before the start of the year in course, this Agreement shall be in force for the current calendar year. Without prejudice of the rights for modification granted to AliExpress in this Agreement, for successive periods, AliExpress may publish no later than mid-November of each calendar year the "AliExpress Service Agreement for Sellers for AliExpress Platform" applicable for the immediately following calendar year. Unless either Party notifies the other of its intention to terminate the Agreement at least thirty (30) calendar days before its expiration, it shall be understood that (i) the Seller has accepted the “AliExpress Service Agreement for Sellers for AliExpress Platform” applicable for the following calendar year; or (ii) the same "AliExpress Service Agreement for Sellers for AliExpress Platform" will continue to apply if AliExpress has not published a new version. It is the sole responsibility of the Seller to read carefully each and any new “AliExpress Service Agreement for Sellers for AliExpress Platform”. Where AliExpress has not published “AliExpress Service Agreement for Sellers for AliExpress Platform” applicable for the following calendar year, the currently applicable one shall continue to apply.
3.6. You hereby acknowledge and agree that AliExpress is responsible only for the operation and management of AliExpress Platform where the Seller and consumers may transact goods and services, and any and all acts by AliExpress relating to transactions will not be deemed representing the Seller and/or the consumers. AliExpress does not guarantee, including but not limited to, the existence and genuineness of intent to purchase and/or sell, the quality, safety, legality and completeness, etc. of the goods and services, the authenticity of any information or materials, etc., in relation to the transactions. Any and all risks and liabilities relating thereto will be borne by the Seller.
Clause 4. Start and limitation of the Category Services
4.1 The Category Services shall start within seven (7) business days from the fulfilment of the following conditions:
(a) The Seller has become a member of AliExpress, and has accepted the Platform User Agreements, such as, and without limitation, the “ AliExpress.com Free Membership Agreement” and the “Transaction Service Agreement”.
(b) The Seller has accepted this Agreement.
(c) The Seller has provided all the information and documents required by each Category, and passed the AliExpress review process.
(d) The Seller meets the “Criteria for Performance Evaluation” for the Category Services requested.
(e) The Seller has agreed to follow the AliExpress Rules.
(f) Prior to the request for the Services, there have been no cases of sale of counterfeit products, fraud, or other cases of serious non-compliance.
(g) AliExpress has sent the Seller the notice regarding the Start of the Services.
4.2 The Services shall begin on the effective date of the Start of the Services, as established in the previous clause, and shall end with the Seller's deregistration from the Category or the termination of this Agreement.
4.3 Unless otherwise stipulated, AliExpress shall be entitled not to initiate the Service or to early terminate this Agreement within thirty (30) calendar days as of the Seller's acceptance of this Agreement, should any of the following circumstances take place: (i) the Seller has not fulfilled all the conditions set out in Clause 4.1 above for the Start of the Services, or (ii) there are reasonable grounds for AliExpress to suspend any of its services to the Seller.
AliExpress shall not be liable for any breach or pay any compensation for the termination of this Agreement prior to the Start of the Services as established above.
4.4 Once the Category Service has started, the Seller shall file a request with AliExpress and use the name of its business in accordance with the relevant AliExpress rules.
Clause 5. Technical services and expenses
5.1 AliExpress shall provide the Seller with the technical services related to the contents on the AliExpress Platform, including, without limitation, management of the Category, publication of Category products, transaction management services, and any other software and online technical services, as specified from time to time in the “Transaction Service Agreement” which is incorporated into the “AliExpress.com Free Membership Agreement”.
5.2 Without prejudice to Clause 1.4, the Seller agrees to pay AliExpress the commission in accordance with the Platform User Agreements, in particular the Alibaba.com Transaction Services Agreement and the AliExpress Rules for South Korea Platform Sellers. Such commission shall be calculated for the transactions concluded by the Seller according to the fees schedule included therein. It is expressly agreed that:
(a) with regard to orders placed by buyers in South Korea, the commission shall be collected by AliExpress Korea Limited; and
(b) otherwise, the commission shall be collected by Alibaba.com Singapore E-Commerce Private Limited on its own name and behalf.
5.3 The Seller shall be responsible for and shall pay all Taxes due under this Agreement and on all amounts payable hereunder. Unless otherwise indicated, all amounts payable by the Seller to AliExpress are exclusive of Taxes that may be levied by any jurisdiction. Taxes will be added to the amounts payable by the Seller to AliExpress as applicable and as required by law such that the net amount actually received by AliExpress equals the full amount of the payment due hereunder. For greater certainty, Taxes will not be added to the amounts payable by the Seller to AliExpress where the Seller has provided AliExpress with evidence to AliExpress's satisfaction of a lawful and applicable exemption for such Taxes.
Notwithstanding anything else contained herein, all amounts payable by the Seller pursuant to this Agreement shall be free of withholding on account of any Taxes. If any Taxes are required to be withheld from any such amount payable by the Seller under this Agreement, the Seller (a) shall pay an additional amount such that the net amount actually received by AliExpress, after such withholding, equals the full amount of the payment then due, (b) shall timely pay to the relevant taxation authority the full amount required to be withheld in accordance with applicable law, and (c) shall furnish AliExpress as soon as practicable (but in no event later than thirty (30) calendar days post payment to the relevant taxation authority) an official receipt evidencing payment of the withheld amount to the relevant taxation authority.
“Taxes” means all federal, state, provincial, territorial, county, municipal, local or foreign taxes, including but not limited to sales, use, license, excise, good and services, value added, stamp or transfer taxes, duties, imposts, levies, assessments, tariffs, fees, charges or withholdings of any nature whatsoever levied, imposed, assessed or collected by a taxation authority together with all interest, penalties, fines or other additional amounts imposed in respect thereof, but for greater certainty excludes any of the foregoing which are (a) based on gross or net income, (b) franchise taxes, or (c) property, personal property or rental taxes (collectively "Excluded Taxes"). Each party shall be responsible for any and all Excluded Taxes that it is liable for under applicable law.
Clause 6. Rights and obligations of AliExpress
6.1 AliExpress has the obligation of performing maintenance work for normal operation of the Category Services, in order to enable the Seller to correctly conduct its activities within the Category which it has joined. AliExpress has the right to make adjustments to the type, commercialization conditions and quantity of the products published by the Seller (including, but without being limited to, changing the stock to 0), according to the circumstances of each Category, the Seller's scope of activity, and the effective circumstances of their activity, particularly, but not limited to, when the Seller has breached any provision of this Agreement. Additionally, the Seller expressly authorizes AliExpress to adjust the commercialization conditions of the products published by the Seller when it is required to adjust to the conditions of promotions to which the Seller has decided to adhere.
6.2 In the event of a breach of the Agreement or the Platform User Agreements by the Seller, or should AliExpress have reasons to suspect that the Seller is conducting or may conduct actions that are harmful to the consumers, third-party right holders or AliExpress in breach of this Agreement or the Platform User Agreements or applicable law, AliExpress shall be entitled to take Measures for the Management of the AliExpress Platform regarding the Seller's AliExpress account (including, but without being limited to, changing the stock to 0), as well as any other AliExpress accounts managed by the Seller.
6.3 AliExpress has the right to establish and change the joining rules applicable to each Category, among others, to maintain normal operation of each Category.
6.4 AliExpress has no obligation to conduct audits on the Seller's commercial actions on the AliExpress Platform, the products, or any other actions pertaining to the transactions conducted on the AliExpress Platform. However, should AliExpress have grounds to suspect that the Seller is conducting or may conduct any actions in breach of this Agreement or the Platform User Agreements or applicable law, harming the rights of consumers, of third-party right holders, or of AliExpress during the transactions, AliExpress shall be entitled to conduct audits and require that the Seller provide any relevant supporting documents.
6.5 Without prejudice to the above, AliExpress has the right, but not the obligation, to conduct random inspections of the products sold (or to be sold) by the Seller to verify their legitimate origin and require that the Seller provides the corresponding supporting documents. AliExpress has the right, after conducting an initial examination of the legitimacy of the products according to the circumstances and applicable rules, to manage the products as established in the applicable legislation.
6.6 AliExpress has the right to establish the quality control criteria for the products in each Category, taking into account the quality requirements for the products published in their place of origin, sale, distribution, or in any other location, and to establish the requirements for entry and criteria for inspection of the Seller's products.
6.7 AliExpress shall in no case be responsible for the obligations arising from the commercial transactions which You conduct with the users through the AliExpress Platform. In particular, but without limitation, AliExpress shall not be responsible for delivering the products, their condition and suitability, for effectively complying with users’ right of withdrawal, for disclosing any product information in compliance with applicable law, for offering the legal guarantees established by the legislation in force, for offering post-sale services, etc.; which responsibility lie with you as Seller.
6.8 AliExpress may delete product information, including reviews, if AliExpress determines that the information contains legally prohibited content, such as obscene content or information that invade privacy, injure others’ reputation or infringe on personal information, or if regulatory authorities request AliExpress to delete such information.
Clause 7. Representations and warranties of the Seller
7.1 The Seller has the legal and acting capacity to sign this Agreement, use the Category Services, and perform the sale of the products and the provision of services pertaining to them, pursuant to applicable law, which it undertakes to comply with at all times. In particular, but without limitation, the Seller confirms that it is and undertakes to continue to be the holder of all the licenses and permits required for the lawful commercialization of the products on the AliExpress Platform. The Seller undertakes to ensure that all the actions performed under this Agreement are performed by staff with sufficient capacity and powers to legally represent and bind the Seller.
7.2 The Seller undertakes to act in good faith on the AliExpress Platform, comply with the principle of integrity, honesty, and fair competition, effectively protect the rights of consumers and third-party right holders, not to conduct unfair, unlawful, false, or inaccurate activities and/or transactions or transactions or those that breach public morals and order or are harmful to the fair market and to the good faith of the AliExpress Platform. In particular, but without limitation, the Seller shall not:
(a) offer misleading discount such as (i) marking up the product’s original price just before the campaign or promotion with the intention of creating a false promotion impression, or (ii) advertising a product as discounted from a price that was never offered or was offered for an insignificant period of time prior to the discount;
(b) display unreasonably high, low or misleading price such as (i) exploiting exceptional circumstances to sell products at very high prices or (ii) advertising the sale of a product or service at a price but in actual fact, no items are available at that price;
(c) advertise products or services at a discount for a “limited period” to mislead consumers into believing that there is a price benefit and scarcity in the availability of the promotional prices but in actual fact, the discounts are available for an extended duration; and
(d) employ misleading packaging to mislead consumers into believing that within the product packaging there is a greater quantity of the product than is actually the case, that the product is of a better quality or that the product possesses certain other characteristics.
7.3 The Seller undertakes to provide true, legitimate, correct, updated and valid information and documents to AliExpress and consumers, and to ensure that such information as its email address, telephone number, postal address, and post code are the current ones, ensuring that AliExpress and other users can use the relevant data to contact the Seller. Likewise, the Seller has the obligation to provide updated information and documents should they change.
7.4 The Seller undertakes not to publish non-specific products for a Category under a specific Category and not to publish specific products for a Category under a non-specific Category.
7.5 The Seller represents that it is and undertakes to be, during the term of the Agreement, the holder of all the rights over the published products, including, without limitation, ownership or other right of legitimate use of the trademark and any other applicable rights of intellectual and industrial property. Likewise, the Seller undertakes not to publish or commercialize products, or publish any materials, that may infringe any third party rights, including without limitation trademark or other intellectual or industrial property rights or commercialization rights of third parties, or to commit acts of unfair competition through the AliExpress Platform. The Seller declares that it is and undertakes to be, during the term of the Agreement, authorised to sell products in its home jurisdiction (as well as to any other jurisdiction to where the Seller may sell through AliExpress), and in particular through online marketplace platforms such as the AliExpress Platform.
7.6 The Seller undertakes to use the data obtained from AliExpress only to perform the relevant transactions on the AliExpress Platform, undertaking not to perform any other action, including, but without limitation, the copying, distribution, or any other public communication of the data of other users published on the AliExpress Platform.
7.7 The Seller undertakes to accept any inspections and audits conducted, if this were the case, by AliExpress regarding the lawful origin of the products. The Seller has the obligation to keep any document that might prove the legitimate origin of its products. Should the Seller be unable to prove the lawful origin of the products, AliExpress shall assess the authenticity of the products according to the circumstances. The Seller accepts to bear any consequence arising from an unfavourable assessment.
7.8 The Seller undertakes to accept any random inspections of the products that AliExpress may conduct to verify their quality and authenticity, in order to maintain adequate market continuity and guarantee the interests of the consumers and of third-party right holders (including, but without limitation, inspections conducted by independent quality inspectors or trademark holders, or cooperation through instructions to logistics companies to conduct said inspections). The Seller may express its disagreement with the outcome of the inspection by submitting supporting documents. The Seller shall bear any expenses reasonably incurred in any inspections that identify faulty products or products in breach of intellectual or industrial property rights.
Clause 8. Rights and obligations of the Seller
8.1 The Seller shall rigorously comply with this Agreement, including, but without limitation, the representations and warranties, as well as with any applicable laws which are in force from time to time.
8.2 The Seller shall conduct its activities in accordance with AliExpress Rules for South Korea Platform Sellers and any other rules that govern the AliExpress Platform, and accept the penalties imposed under the AliExpress Rules for South Korea Platform Sellers in the event of a breach; in particular, but without limitation, the Seller undertakes to participate and comply with the rules of any methods for the resolution of disagreements that might be implemented on the AliExpress Platform to handle claims from users or third-party right holders.
8.3 Without prejudice to the provisions in clause 4.1(d), the Seller shall have the right to take part in the promotions initiated or organised by AliExpress on special dates and periods (e.g., but without limitation, sales, Christmas, Valentine's Day, Mother's Day, Double Eleven and Black Friday) or promotions for specific product categories. The Seller shall apply best efforts to take part and consent the terms and conditions for adhering such promotional activities.
8.4 The Seller shall fulfil its consumer protection duties as set forth by the applicable law. In particular, but without limitation, it shall: (i) guarantee consumers' rights at all times; (ii) comply with the requirements set by applicable law as regards returns, replacement, legal guarantee and right of withdrawal; and (iii) provide information on the Seller as well as on products offered for sale, provide post-sale services and guarantees in accordance with legal requirements and provide consumers with the information legally required prior to and after transactions.
8.5 The Seller shall comply with all the applicable laws and regulations (including the applicable state, regional, and local regulations), including, but without limitation, laws regarding customs, taxation, the protection of consumer rights, data protection, and any other applicable regulations.
8.6 The Seller undertakes to collaborate at all times with any competent administrative and legal authorities.
Clause 9. Authorisation for data use
9.1 As regards the Start of the Services, You hereby authorise AliExpress to use and communicate the public information that is part of your data (e.g. information about your activity licence).
Clause 10. Liability for infringement
10.1 Should AliExpress suffer damages, receive claims from users or third parties (including but not limited to any actual or alleged infringement of any intellectual property rights by any of the foregoing, and any personal injury, death (to the extent the injury or death is not caused by AliExpress and/or its affiliates), or property damage related thereto), or be subject to sanctions imposed by any public administration, jurisdictional bodies, or arbitration courts, as a result of the breach by the Seller of applicable laws and regulations, court or administrative ruling, of the Platform User Agreements, or of this Agreement, You shall defend, indemnify and hold harmless AliExpress, its affiliates, and their respective officers, directors, employees, representatives, and agents against those claims, loss, damage, settlement, cost, expense or other liability, including, but without limitation: compensation for breach paid by AliExpress or any other compensation paid to third parties in any type of ruling; the amounts AliExpress would have paid to buyers due to return, recall, cancellation or withdrawal, breach of contract, or compensation; sanctions imposed on AliExpress; the legal fees and expenses incurred by AliExpress when required to remove or mitigate negative consequences. AliExpress is entitled to preferential deduction of the deposit made by the Seller, and the Seller shall pay any difference.
10.2 Should the Seller have any amount due and payable to AliExpress, unless otherwise agreed, it shall also pay AliExpress the late payment penalty for the unpaid amount at (a) a daily rate of 0.5%; or (b) an annual rate 6%, whichever is higher, to the maximum extent permissible under applicable laws and regulations.
10.3 Should AliExpress cause significant damage to the Seller due to wilful intent or gross negligence, AliExpress shall compensate the Seller pursuant to Clause 13 of this Agreement. The compensation for contractual breach or compensation which AliExpress must pay to the Seller shall be calculated on the basis of the direct and effective damages suffered by the Seller.
10.4 If You have been deregistered by AliExpress due to a distribution of products or materials that breaches intellectual or industrial property rights or cause any consumer harm, or because You provided AliExpress or its users with false, falsified, obsolete, or invalid data, this shall be regarded as a serious breach of this Agreement, and AliExpress shall be entitled to deduct the entire amount of Your deposit, without prejudice to the other measures provided in this Agreement.
Clause 11. Confidentiality
11.1 Under this Agreement, “Trade Secrets” shall mean, among others, this Agreement, any other agreement or supplementary agreement, and any other confidential information obtained, received, or processed as a result of the relationship between the Parties. No Party may disclose, reveal, edit or display said information to third parties without express consent from the Party disclosing the Trade Secret. The confidentiality obligations set out in this Clause shall remain in force for three (3) years from the date of termination of this Agreement.
11.2 Except as otherwise required by laws and regulations or any requirement of an applicable stock exchange, the Party that has disclosed or revealed a Trade Secret shall be exempt from liability (a) when the other Party has approved its disclosure in writing or its disclosure is required by any public or legal authority, (b) when the information becomes public without breach of this Agreement by the receiving Party, or (c) on a confidential basis to its professional advisors and potential investors (if any), provided that any of the foregoing persons should be advised of the confidential nature of the information or are under non-disclosure obligations imposed by professional ethics, laws or otherwise.
Clause 12. Prevention of bribery
12.1 Should the Seller, its employees, managers, shareholders, legal representatives, or any person exercising effective control over the Seller, or its related companies, be found to have offered AliExpress, companies related to AliExpress or its employees or advisors any benefit that exceeds the ordinary, be it in kind, cash, goods, or rights similar to cash, services, travel, etc., the Seller shall be regarded as having engaged in bribery.
12.2 Should the above circumstances occur, AliExpress shall be entitled to terminate any relationship with the Seller (including, among others, the relationship based on this Agreement) and to (at AliExpress’ discretion) receive from the Seller a penalty for breach of contract for the amount up to RMB 100,000 or its equivalent amount in KRW at the prevailing exchange rate of RMB/KRW and/or compensation calculated on the basis of the financial and image damages suffered by AliExpress due to the act of bribery.
Clause 13. Exemption and limitation of liability
13.1 You hereby acknowledge and agree that AliExpress shall provide the Category Services in accordance with the “state of the art” or “best state of the art achievable” at any time. AliExpress, on the basis of the current state of the art, shall devote every effort to offer the relevant security measures and guarantee the security and normal operation of the services, and to prevent consumer harm. However, the Services are provided “as is”, with no guarantee or condition of any kind, be it explicit or implicit. AliExpress expressly declares that, due to the potential existence of such circumstances as viruses, disruptions in the network connection, system maintenance, etc., as well as any potential force majeure, it does not grant any guarantee regarding the Services, explicitly or tacitly. In particular, it does not guarantee, among other aspects, the applicability, absence of errors or failures, continuity, accuracy, or reliability of the Services, or that they are suitable for a specific purpose.
13.2 AliExpress shall not be liable for any damages or losses caused by the following circumstances, including, among others, loss of income, goodwill, damages derived from use, data loss, and other intangible damages or losses (regardless of whether AliExpress has been notified of the potential existence of said damages), unless the circumstances were caused by AliExpress’ gross negligent or intentional misconduct.
13.3 You hereby acknowledge that AliExpress and its related companies are not judicial bodies and are not responsible for verifying your compliance or non-infringement with/of the applicable laws and regulations and other third party rights. Thus, when it comes to verifying and checking the documents and materials provided by You and the buyers, it can only do so at an ordinary, non-professional level of knowledge, in a merely superficial manner. You hereby guarantee that the documents and materials which You provide are authentic, correct, updated, and legal, and assume any risks from the falsity, unlawfulness, and inaccuracy of the information or data provided by You or the buyer. Should You suffer any damages due to the above, You agree that You shall file a claim directly against the infringing party. Should AliExpress and its related companies mediate in the dispute, You hereby acknowledge and agree that AliExpress shall only act on your instructions. AliExpress and its related companies cannot guarantee that the result of the mediation will meet your expectations, and shall not be held liable for the outcome of the mediation or, if applicable, for payment of any security.
13.4 You hereby acknowledge and agree that the total liabilities of AliExpress and its related companies under this Agreement and arising from its acceptance and enforcement shall be subject to a maximum amount of RMB 3,000 or its equivalent amount in KRW at the prevailing exchange rate of RMB/KRW (or such other amount as shall be required by applicable laws and regulations from time to time).
Clause 14. Termination of the Agreement
14.1 Automatic termination:
(a) Without prejudice of what is provided in Clause 3.5, this Agreement shall terminate at the end of its term.
(b) When the Platform User Agreements, such as, and without limitation, the “AliExpress.com Free Membership Agreement”, and the “Transaction Service Agreement”, or the other agreements signed by You terminate for any reason, this Agreement shall be automatically terminated.
14.2 Early termination:
(a) Unless otherwise agreed, either Party may terminate this Agreement by notifying the other Party in writing thirty (30) calendar days in advance, with no liability. If the Seller clicks the “Request exit” button in the AliExpress Platform (if applicable) to request the termination of this Agreement, the Seller shall be regarded as having made the communication in writing for the termination of this Agreement. The Seller shall immediately enter the Deregistration Process.
(b) Any Seller commercialising special brands shall comply with the conditions listed in the relevant AliExpress rules as may be announced by Us from time to time, and may only terminate this Agreement with AliExpress' authorisation after confirming that the following conditions are met:
• There are no pending transactions involving products of the brands in their area;
• There are no “Product Warranty Services” pending resolution for the products of the brands in their area;
• There are no pending claims regarding the products of the brands in their area, and all compensations have been paid and settled.
(c) In any of the following cases, AliExpress is entitled to immediately terminate the provision of the Category Services and/or the termination of this Agreement, with no liability:
• You have not paid by the deadline set, and You have not made said payment by the deadline established for AliExpress after a claim was filed;
• You have provided false, inaccurate, unlawful, obsolete, or invalid information or documents, or the Seller cannot prove the veracity, correctness, lawfulness, updated nature, or validity of its information or documents;
• You have breached the laws, regulations, and policies of the relevant country (including the applicable South Korea, State, regional, and local regulations), and in particular, but without limitation, You have breached the applicable customs, taxation, consumer rights protection, data protection, and any other applicable regulations;
• You have breached any representation or warranty, or You have breached the provisions in Clauses 10 or 11;
• You have breached the Platform User Agreements or related regulations, AliExpress has proceeded to deregister You, or has terminated the Platform User Agreements signed with You;
• You have breached the Criteria for Performance Evaluation and/or the operation management standards;
• You have breached any agreement with companies related to AliExpress;
• You have committed or may commit other actions that seriously damage the interests or commercial reputation of AliExpress, or the interests of AliExpress Platform users or any third party.
(d) If the Seller has not logged into AliExpress using the username and password of the AliExpress account for more than ninety (90) days, AliExpress is entitled to terminate this Agreement, upon seven (7) days prior notice to the Seller.
(e) The occurrence of or compliance with any other condition for termination stipulated in this Agreement, leading to the termination of this Agreement.
14.3 Actions after the termination of the Agreement:
(a) Once this Agreement has terminated, AliExpress does not have the obligation under this Agreement to keep any data or information pertaining to Category Services in the Seller's account, or forward any information to third parties, and shall not be liable towards the Seller or third parties due to the termination of this Agreement.
(b) You hereby undertake to continue to comply, regarding the transactions conducted on the AliExpress Platform, with all applicable laws to said transactions, in particular, without limitation, the applicable laws to sale to consumers, such as guarantees, post-sale services, data protection, and any other applicable regulations.
(c) Regardless of the grounds for termination of this Agreement, any compensation or liabilities arising from, relating to or incidental to the provision, or sale, of products by the Seller or the Seller’s breach of this Agreement or any other Seller’s actions prior to its termination shall be borne in its entirety by the Seller.
(d) AliExpress has the right to remove any information uploaded by the Seller about the products under each Category and any other related information, when the Seller leaves said Category or due to the termination of this Agreement.
(e) If the Seller has reached a transactional agreement with an AliExpress buyer regarding a certain product, AliExpress is entitled to cancel said transaction at its own discretion. AliExpress has the right to notify the buyer in the transaction of the termination of this Agreement.
14.4 Actions prior to the termination of the Agreement:
(a) Completing the Deregistration Process. When the Seller requests the termination of, or AliExpress decides to terminate, the provision of the Category Services and/or this Agreement, the Deregistration Process shall start, and the Seller shall:
• Process and complete all ongoing transactions;
• Process and complete all transactional disputes, controversies over the infringement of rights, or any other infringement or breach;
• Comply with any sanction received, pay any penalty imposed; and
• Ensure that there are no other breaches of contract or pending and enforceable obligations under other contractual relations.
(b) Once the Deregistration Process has started, AliExpress shall be entitled to suspend or terminate, totally or partially, the provision of the Category Services.
(c) When the Seller has completed the Deregistration Process for each Category, should any payment have to be reimbursed, it shall be paid within thirty (30) business days from the Seller's exit from each Category. In the event of termination of this Agreement, the reimbursement shall be made within thirty (30) business days from its termination.
Clause 15. Notices
15.1 Once You have been included in a Category and have accepted the AliExpress Platform services, You must ensure the validity of the contact details set out in the Seller profile (including your email address, telephone number, postal address, etc.). If your contact details change, You have the obligation to immediately provide the relevant data in English and in the local language of the country/countries to which you mainly sell through the AliExpress Platform, so that We can locate You.
15.2 The user account (including subaccounts) generated when You create your login into the AliExpress Platform to access the AliExpress Platform and receive website messages and information from the system and via any discussion forum provided by AliExpress and/or its affiliates shall be valid media for communication.
15.3 AliExpress may send You messages using one or several of the media specified in clauses 15.2 and 15.4. These communications may contain information that may have a positive or a negative impact on your rights and obligations, so You must be up to date with them.
15.4 Communications sent by AliExpress: (i) if made in writing by electronic media, including, but without limitation, public communications on the AliExpress Platform, the text messages sent to the telephone number provided by You, the emails sent to the email address provided by You, the system messages and the internal website messages shall be regarded as validly delivered when they are successfully sent; (ii) if made in writing in print, they shall also be regarded as validly delivered as of the fifth calendar day from the day the sending was done to the provided postal address.
15.5 Regarding any dispute arising from the transactional activities on the AliExpress Platform, You authorise the delivery of legal documents (including, without limitation, claims) from the judiciary authorities, arbitration courts, or administrative authorities through the media specified in clause 15.4 above or by any other media or by post. The mobile telephone number, the email address and other channels for communication specified by You are the mobile telephone number, the email address and other channels for communication provided during the registration and updating of your AliExpress Platform account. The legal documents sent by the judiciary, arbitration, or administrative authorities through the media above shall be regarded as delivered as stipulated in the previous clause. The postal address specified by You is your legal address for contact or the postal address that is valid for communications with which You have provided Us.
15.6 You accept that the judiciary, arbitration, or administrative authorities may send You legal documents through one or more of the aforementioned media. When made through several media, the time of delivery shall be that of the medium which is first received.
15.7 You accept that the aforementioned media for delivery shall apply to all the stages of the relevant judiciary, arbitration, or administrative procedures, and that, should said proceedings be initiated, they shall apply, including, without limitation, to the first and later instances, as well as to enforcement or follow-up proceedings.
15.8 You must ensure that the channels for communications provided are correct, valid, and duly updated. Should the delivery of any legal documents be delayed or prevented due to the inaccuracy of the channels for communication or the failure to update them after changes, You shall be responsible for any legal consequences that might arise.
Clause 16. Assignment of rights and obligations
16.1 The rights, obligations and authorisations of AliExpress under this Agreement may be totally or partially outsourced, assigned, transferred, novated, licensed, delegated, or sublicensed to related companies or to any third party with no need for prior authorisation or consent from You. You may not transfer the rights and obligations under this Agreement to any third party without previous authorisation in writing from AliExpress.
Clause 17. Miscellaneous
17.1 Regarding those material matters that are not agreed in or not affected by this Agreement, the AliExpress Rules for South Korea Platform Sellers, the Platform User Agreements or any other applicable rules of the AliExpress Platform shall apply.
17.2 Should any clause or part of clause be declared to be invalid or not enforceable, said clause or part of a clause shall be removed, with the other clauses or part of clause retaining their full legal effectiveness.
17.3 The validity, interpretation, modification, execution, and settlement of conflicts regarding these clauses shall be governed by the laws of the Special Administrative Region of Hong Kong of the People's Republic of China (“Hong Kong”).
17.4 Any controversies arising from the signing, fulfilment, or interpretation of this Agreement, or otherwise between the Seller and AliExpress, shall be settled by amicable agreement.
Should an agreement not be reached, AliExpress and You accept to subject yourselves to the courts and tribunals of Hong Kong.
Notwithstanding the foregoing, AliExpress may cooperate with mediation bodies to reach out-of-court settlement of disputes with Sellers who are acting in the context of their commercial or professional activities. Before starting such mediation process, Sellers shall attempt to resolve the controversy by contacting AliExpress customer service (through the seller support online chat). AliExpress is not required to engage in such mediation process and this does not affect the Seller’s or AliExpress’ right to bring legal proceedings, during or after the mediation process.
17.5 In case of conflict between the English version and the version in any other language of this Agreement, the English version shall prevail.
WITHOUT LIMITING THE FOREGOING, THE SELLER HEREBY EXPRESSLY REPRESENTS TO KNOW, HAVE READ AND AGREE TO THE FOLLOWING CLAUSES: SECTION 3.3 (ALIEXPRESS RIGHT TO AMEND THE RULES GOVERNING THE ALIEXPRESS PLATFORM); SECTION 3.5 (LIMIT TO THE SELLER RELATING TO THE RIGHT TO TERMINATE THE AGREEMENT); SECTION 4.3 (EARLY TERMINATION IN FAVOUR OF ALIEXPRESS); SECTION 6.1 (ALIEXPRESS RIGHT TO MAKE ADJUSTMENTS AND CHANGES); SECTION 6.2 (ALIEXPRESS RIGHT TO SUSPEND THE EXECUTION OF THE AGREEMENT); SECTION 6.3. (ALIEXPRESS RIGHT TO AMEND THE JOINING RULES); SECTION 6.7 (LIMITS TO THE LIABILITY OF ALIEXPRESS); SECTION 7.7 (LIMITS TO SELLER’S POWER TO RAISE DEFENCES); SECTION 8.2 (LIMITS TO SELLER’S POWER TO RAISE DEFENCES); SECTION 10.1 (INDEMNITY IN FAVOUR OF ALIEXPRESS); SECTION 10.3 (LIMITS THE LIABILITY OF ALIEXPRESS); SECTION 10.4 (LIMITS TO SELLER’S POWER TO RAISE DEFENCES); SECTION 12.2 (LIMITS TO SELLER’S POWER TO RAISE DEFENCES); SECTION 13 (ALIEXPRESS’ EXCLUSION AND LIMITATION OF LIABILITY); SECTION 14.2 (ALIEXPRESS RIGHT TO EARLY TERMINATE THE AGREEMENT); SECTION 14.3 (LIMITS TO THE LIABILITY OF ALIEXPRESS AND LIMITS TO SELLER’S POWER TO RAISE DEFENCES); SECTION 14.4 (ALIEXPRESS RIGHT TO SUSPEND THE EXECUTION OF THE AGREEMENT); SECTION 16 (ALIEXPRESS’ RIGHT TO NOVATE RIGHTS AND OBLIGATIONS AND LIMITS TO SELLER’S RIGHT TO RISE DEFENCES); SECTION 17.3 (APPLICABLE LAW AND JURISDICTION) OF THIS AGREEMENT AND TO ACCEPT THEM, IN ACCORDANCE WITH APPLICABLE LAW, WITHOUT ANY RESERVE AND/OR EXCEPTIONS.
Exhibit A
Amended Terms of the Platform User Agreement
For the purposes of this Agreement, the following provisions will replace the corresponding provision in the “Transaction Service Agreement”.
2.6 KR PSP Services.
AliExpress may, through one or more payment service providers licensed in South Korea (“KR PSP”), provide certain services for certain Online Transactions (“KR PSP Services”), including the service of receiving and releasing payment of funds in support of Sites for the Online Transactions. For the avoidance of doubt, there may not be a direct contractual relationship between AliExpress and such KR PSP. as of the date hereof, 주식회사 토스페이먼츠 and 주식회사 헥토파이낸셜 are KR PSP and your information and your representative’s information may be shared with them for the performance of our obligations hereunder.
3.5 Payment of Contract Price. For any Online Transaction, the Seller agrees and acknowledges that the Buyer will pay the full transaction price listed for Online Transaction to the Seller through the KR PSP by selecting the payment options made available by AliExpress on the Sites. Regardless of the payment option selected by the Buyer, the funds received will be processed through accounts set up and maintained by the KR PSP. The funds are received for the Seller in accordance with the Transaction Service Agreement. The Seller agrees that the Buyer’s full payment of the transaction price listed for the Online Transaction to the Seller through the KR PSP constitutes final payment to the Seller and the Buyer’s payment obligation for the Online Transaction is fully satisfied upon receipt of funds by the Seller.
3.7 Payment Methods. If there is any chargeback or reversal of any payment requested by a KR PSP, the Seller agrees that AliExpress has the right to refund the money so requested by the KR PSP via the KR PSP without liability to the Seller. AliExpress will use reasonable efforts to assist the Seller in participating in the dispute resolution process of the relevant KR PSP. However, if the participation in the dispute resolution process is subject to additional fees, this will be at the Seller’s own cost only.
4. AliExpress Service Fees
4.1 Service Fees. AliExpress charges service fees for Online Transactions according to the fee schedules announced by AliExpress on the Sites. AliExpress reserves the right to charge any service fees for other types of Online Transactions upon prior notification published on the Sites. The Seller hereby authorizes AliExpress to instruct the relevant KR PSP to deduct any service fees that are due and payable to AliExpress under an Online Transaction and to pay the same to AliExpress when the KR PSP releases any amount held by it under the Online Transaction. Neither AliExpress nor the KR PSP has any control over, and are not responsible or liable for, the products or services that are paid for with our service. We cannot ensure that a buyer that the Seller is dealing with will actually complete the transaction.
4.2 Third Party Fees Not Included. The service fees charged by AliExpress do not include any fees (including all taxes) for any service or product that the Seller may acquire or purchase from third party vendors in connection with the Online Transaction. It shall be the Seller’s responsibility to settle the fees with such third party vendors.
4.3 Taxes, Financial Charges Not Included. All fees charged by AliExpress are exclusive of any taxes (such as VAT), duties or other governmental levies or any financial charges. The Seller agrees to pay and be responsible for any such taxes, duties, levies or charges for the use of the Transaction Services in addition to our service fees. The Seller further agrees that it is responsible for paying any and all applicable taxes associated with the transactions on AliExpress (including, without limitation, any applicable VAT or sales tax) and agree to indemnify AliExpress for failing to pay any applicable taxes. In the event AliExpress is required by any applicable law to collect or withhold any taxes or duties, the Seller agrees to pay such taxes or duties to AliExpress. The Seller will also be liable for any financial charges for remission of funds to it, and AliExpress shall have the right to pay such charges from such funds. AliExpress and the KR PSP shall have the right to deduct any financial charges incurred as a result of providing the Transaction Services and the party receiving the funds will bear the costs of such bank charges.
