AliExpress Service Agreement for EU/EEA Sellers for AliExpress Platform
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. PLEASE BE ADVISED THAT CATEGORY SERVICES ARE PROHIBITED TO MINORS AS DEFINED UNDER APPLICABLE LAW. PRODUCTS MAY ONLY BE OFFERED FOR SALE ON OUR PLATFORM BY SELLERS WHO ARE LEGALLY QUALIFIED AND AUTHORIZED TO DO SO UNDER APPLICABLE REGULATIONS. 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.
Version updated on 29 November 2024, effective as of 14 December 2024
This agreement has been signed by the European Union/European Economic Area seller user (hereinafter, the “Seller” or “You”) and the service providers Alibaba.com Singapore E-Commerce Private Limited, with registered office in 51 Bras Basah Road, #04-08 Lazada One, Singapore 189554, incorporated in Singapore with Company Reg. No. 200720572D, and AliExpress CIS Holding Pte. Ltd.1, with registered office in 51 Bras Basah Road, #04-08 Lazada One, Singapore 189554, incorporated in Singapore with Company Reg. No. 201917627W (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 EU/EEA Seller Joining and Operation Assessment Rules” are part of this agreement, in addition to this agreement, You must comply with the “AliExpress.com Free Membership Agreement”, the “AliExpress.com Transaction Service Agreement”, the “Terms of Use”, the “Privacy Policy”, the “Prohibited and Controlled Information List” and any other agreements entered into when You created your account (jointly referred to as the “Platform User Agreements”). In addition, EU Sellers may consult “Other information for EU users of AliExpress” for certain information aimed at EU users, including EU Sellers.
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 EU/EEA Seller Joining and Operation Assessment Rules.
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 Us 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 EU/EEA Platform Sellers that are available here. Regarding each main operating category, applications to join will be examined and decided upon individually.
Our Sites use a recommender system. The information displayed on all web pages containing personalised recommendations and/or personalised ads is selected by this recommender system. The recommender system helps us determine which content and products to promote by selecting the content and products which are more likely to be interesting and relevant to You. To do so, we use the following information about You: your IP address and/or the indicated ship-to country (or the more specific shipping destination chosen), your search history and browsing history when visiting or using the AliExpress platform, information about your shopping behaviour on the platform (click, add to cart, add to wishlist, purchased products), and your member profile information (such as your age, city, interests, purchased amount). In addition to personalized information, we also use item profile (such as item image, item id) and item statistics (exposure, click, cart, wish, Click Through Rate, Conversion Rate, Gross Merchandise Volume, price, logistics) and context information (time, network, client infomation) as the main parameters. Based on the above information, we will extract your preferences to recommend to You products or services that may be of interest to You.
When You first use the Sites and have not yet logged in, You will be asked to grant AliExpress the right to use cookies for our recommender system. If You refuse, AliExpress will not use your behavioural data and will not provide You with personalised recommendations. If you are logged in and want to choose which products or ads AliExpress should (or should not) recommend, You can modify or disable the main parameters described above by accessing your "Privacy Settings" in the "Buyer Center".
If there is no address indicated in your profile, we will assign a ship-to location to your visit based on the language subdomain you have accessed, your IP address or your previous browsing history, where available. We will then display product listings which can be shipped to this location and the corresponding prices. You can adjust the location setting by manually changing the ship-to address at any time by clicking on the "Flag" icon in the upper right corner of the official website or in your personal setting in the App.
When using the search function, or browsing certain channel pages (such as product categories), users can change the criteria used to rank the products, choosing among one of several options, in particular:
- “Best match”: highest relevance, mainly determined by an algorithm that takes into account several factors which may change over time. The factors in question cover the following four aspects:
1. The quality of the product’s description (i.e., the better quality the product description, the higher its ranking in the search result).
2. The pertinence of the relevant products in light of the keywords included in the buyers’ search requests (i.e., the more the description includes keywords entered by the user in his/her search query, the higher the product ends up in the search results).
3. The conversion rate of the relevant products (i.e., products that are more frequently sold are ranked higher).
4. Service capability (i.e., products that are more likely to be delivered quickly are listed higher in the results).
- “Orders”: according to the volume of orders, from the most ordered products to the least for that search query.
- “Price”: from highest to lowest price, or from lowest to highest.
You can sort products by best match, orders and prices as well as select additional search criteria in the proposed filters; this feature is not based on your profile.
We may feature promoted products in the search result page, i.e. products which sellers pay to have displayed in certain search results. In such case, the paid-for search result(s) will be presented in a differentiated manner from the other results shown (in particular by indicating “Ad”).
You can visit our Transparency Center portal for a more detailed description to our recommender system in the "policies" section.
AliExpress may also adjust your search ranking as part of its restriction and moderation policy, please refer to Clause 6.
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 here according 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 “Alipay.com Co. Ltd.”, AliPay (Europe) Limited S.A. and/or its affiliates to take measures limiting the Seller's “Alipay International Account”. Please refer to Clause 6 for restrictions that AliExpress may impose on your use of the Platforms.
2.7. “Relevant Jurisdictions”: means the Russian Federation, Azerbaijan, Armenia, Belarus, Georgia, Kazakhstan, Kyrgyzstan, Moldova, Turkmenistan, Tajikistan and Uzbekistan.
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 EU/EEA 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 EU Sellers as provided in this Agreement, and at least 15 days 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.
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:
(1)
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 “AliExpress.com Transaction Service Agreement”.
(2)
The Seller has accepted this Agreement.
(3)
The Seller has provided all the information and documents required by each Category, and passed the AliExpress review process, such information and documents include in particular:
-
the name, address, telephone number and email address of the Seller;
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a copy of the identification document of the Seller or any other electronic identification as defined under applicable regulations;
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the payment account details of the Seller;
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where the Seller is registered in a trade register or similar public register, the trade register in which the Seller is registered and its registration number or equivalent means of identification in that register;
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a commitment to only offer products or services that comply with the applicable rules of European Union, as further detailed in Clause 7.1 below.
As a Seller, you are liable for the accuracy of the information and documents provided. AliExpress will not provide the Services before all the information mandatory under applicable laws are provided by Sellers. Requested information may evolve throughout your use of the Services, please note your obligation to provide the requested information also applies if You are already using the Service before an update to the list referred to in c).
(4)
The Seller meets the “Criteria for Performance Evaluation” for the Category Services requested.
(5)
The Seller has paid following the AliExpress rules.
(6)
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.
(7)
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) AliExpress notifies the Seller for any reason of its refusal to the provision of Services.
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 “Alibaba.com Transaction Services Agreement” which is incorporated into the “Alibaba.com Free Membership Agreement”.
5.2. 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 EU/EEA 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:
(1)
with regard to orders placed by Relevant Jurisdictions’ Buyers, the commission shall be collected by Alibaba.com Singapore E-Commerce Private Limited on behalf of AliExpress CIS Holding Pte. Ltd.; and
(2)
otherwise, the commission shall be collected by Alibaba.com Singapore E-Commerce Private Limited on its own name and behalf.
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 Sellers' 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. AliExpress will ensure that AliExpress Platform is designed and organized to enable Sellers to (i) comply with their obligations regarding pre-contractual information, compliance and product safety information under applicable laws, as well as to (ii) provide information on the name, address, telephone number and email address of the economic operator as defined under applicable regulation.
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. AliExpress will inform You of the restrictions it imposes on your use of the Platform via a notification on the ‘Seller Center’.
In particular, AliExpress may apply the following restrictions: (1) issue You a warning, (2) adjust the search ranking for your products and/or your page, (3) block your product listings (4) restrict your use of private messages on the Platform, (5) delete evaluations on the Platform (6) restrict product listings, (7) restrict or prohibit listing under your brand, (8) remove products from the Platform, (9) deleted products from the Platform, (10) restrict your participation in in marketing activities, (11) terminate your operation rights on the Platform, (12) terminate early funds release, (13) freeze Your account, (14) freeze funds, (15) close your account, (16) close your account and review suspending orders, (17) impose restriction of sales to specific countries, (18) delete credits and sales records.
Where AliExpress suspends your access to the Service for a period of time after issuing a prior warning because You frequently provide manifestly illegal content, and where the relevant electronic contact details are known to AliExpress, AliExpress will inform you with a statement of reasons and the possibilities for redress. In particular, where a Seller fails to correct or complete mandatory information to be provided to AliExpress, AliExpress will swiftly suspend the provision of the Service to the Seller concerned. The Seller concerned shall have the right to lodge a complaint according to clauses 16.3 and 18.
The assessment of a breach of this Contract may be conducted by both automated and human means. Our first level of moderation is performed automatically by a system that detects content linked to illegal content or content prohibited under our Community Guidelines. These detected contents are automatically blocked and deleted from the Platform. AliExpress also devotes human resources to moderation on its Platform, content can be checked manually by affected departments of AliExpress.com, including Platform Governance, Risk control and/or Customer Service teams.
The assessment takes into account various circumstances including (i) the number of items of manifestly illegal content or the number of unfounded notices or complaints, submitted within a given time frame, (ii) the relative proportion thereof in relation to the total number of items of information provided or notices submitted within a given time frame, (iii) the gravity of the misuses, including the nature of illegal content, and of its consequences, (iv) and when it is sufficiently obvious the intention of the recipient.
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 systematic 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. To that end, AliExpress may randomly check in any official online database or online interface whether the products offered by the Seller have been identifies as illegal. 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. Upon becoming aware of the illegality of a product, AliExpress may inform consumers who purchased the illegal product, individually or through a public information according to applicable regulations.
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 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, upon receipt of an order to act against one or more specific items of illegal content, issued by the relevant judicial or administrative authorities, delete or suspend access to a product page and/or suspend or cancel your transactions on AliExpress Platform. In such cases AliExpress will inform You with a description of the territorial scope of the order, a statement of reasons and the possibilities for redress, unless prohibited to do so by the relevant judicial or administrative authority.
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 ADMINISTRATIVE 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. By accepting this Agreement and/or using the Category Services, the Seller commits to only offer products or services on the Platform that comply at all times with the applicable rules of European Union.
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 conductunfair, 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:
(1)
use AliExpress Platform to disseminate illegal content, Seller’s use of AliExpress Platform shall comply at all times with all applicable laws and regulations;
(2)
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;
(3)
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;
(4)
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
(5)
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 name, 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. Where AliExpress obtains sufficient indications or has reason to believe that any item of information obtained from the Seller is inaccurate, incomplete or not up-to-date, AliExpress will request that the Seller remedy that situation without delay or within the period set by applicable laws.
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 that breach 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, authorized 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 EU/EEA Platform Sellers and any other rules that govern the AliExpress Platform, and accept the penalties imposed under the AliExpress Rules for EU/EEA 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 (in particular its name, address, telephone number and email address) 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. In particular, the Seller shall comply with its obligations regarding pre-contractual information, compliance and product safety information under applicable Union law and must ensure that it provides the following information:
-
the information necessary for the clear and unambiguous identification of the products or the services promoted or offered to consumers located in the Union,
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any sign identifying the Seller such as the trademark, symbol or logo; and,
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where applicable, the information concerning the labelling and marking in compliance with rules of applicable Union law on product safety and product compliance.
8.5. In the event that the Seller is required to carry out a product recall, the Seller shall promptly notify the affected buyers through all available means of communication, issue a formal recall notice, effectively organise the recall process and be liable for all associated costs and expenses, including but not limited to the refund, in accordance with applicable laws and regulations, as well as the rules and notices/announcements of AliExpress.
8.6. The Seller shall comply with all the applicable laws and regulations (including the applicable European Union, 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.
8.7. The Seller undertakes to collaborate at all times with any competent administrative and legal authorities.
Clause 9. Authorisation for data use
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, 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 compensate AliExpress for all the damages suffered, 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 or withdrawal, breach of contract, or compensation; sanctions imposed to AliExpress; the legal fees and expenses incurred by AliExpress when required to remove negative consequences, etc. 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 pay AliExpress a daily penalty for breach equal to 0.5% of the unpaid amount.
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 that breaches intellectual or industrial property rights, 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 take all appropriate 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 provided by statutory rules, 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, or (b) when the information becomes public.
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 of RMB 100,000 or its equivalent amount in Euros at the prevailing exchange rate of RMB/Euros 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. 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 potentialforce 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).
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 maximum total liability of AliExpress and its related companies regarding this Agreement and arising from its acceptance and enforcement shall be RMB 3,000 or its equivalent amount in Euros at the prevailing exchange rate of RMB/Euros. To this end, whether a breach of contract or civil liability has occurred, whether wilful intent or fraud was involved, or whether You have paid AliExpress for any expenses shall be irrelevant. All this without prejudice to the exemption or limitation of liability of AliExpress by virtue of this Agreement or any other agreement or pact signed with You.
Clause 14. Termination of the Agreement
14.1. Automatic termination:
(1)
Without prejudice of what is provided in Clause 3.5, this Agreement shall terminate at the end of its term.
(2)
When the Platform User Agreements, such as, and without limitation, the “Alibaba.com Free Membership Agreement”, and the “Alibaba.com Transaction Services Agreement”, or the other agreements signed by You terminate for any reason, this Agreement shall be automatically terminated.
14.2. Early termination:
(1)
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.
(2)
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:
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There are no pending transactions involving products of the brands in their area;
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There are no “Product Warranty Services” pending resolution for the products of the brands in their area;
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There are no pending claims regarding the products of the brands in their area, and all compensations have been paid and settled.
(3)
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:
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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;
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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;
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You have breached the laws, regulations, and policies of the relevant country (including the applicable European Union, 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;
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You have breached any representation or warranty, or You have breached the provisions in Clauses 10 or 11;
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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;
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You have breached the Criteria for Performance Evaluation and/or the operation management standards;
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You have breached any agreement with companies related to AliExpress;
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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.
(4)
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.
(5)
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:
(1)
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.
(2)
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.
(3)
Regardless of the grounds for termination of this Agreement, any compensation or liability for actions prior to its termination shall be borne in its entirety by the Seller.
(4)
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.
(5)
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:
(1)
Completing the Deregistration Process. When the Seller requests the termination of, or AliExpress takes the decision to terminate, the provision of the Category Services and/or this Agreement, the Deregistration Process shall start, and the Seller shall:
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Process and complete all ongoing transactions;
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Process and complete all transactional disputes, controversies over the infringement of rights, or any other infringement or breach;
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Comply with any sanction received, pay any fine imposed; and
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Ensure that there are no other breaches of contract or pending and enforceable obligations under other contractual relations.
(2)
Once the Deregistration Process has started, AliExpress shall be entitled to suspend or terminate, totally or partially, the provision of the Category Services.
(3)
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 data provided in the Seller profile (including your email address, telephone number, postal address, etc.). If your contact data 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 15.4 and 15.2. 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 authorize 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. Notices of illicit content
16.1. Content take down. Upon receipt of a valid notice from Buyers or any third party, AliExpress may take action on a specific item of content and take the relevant Measures for the Management of the AliExpress Platform. AliExpress will provide You with a statement of reason and inform You of the possibilities for redress.
16.2. If AliExpress has taken action against a specific item of content according to 16.1 and You have received a statement of reason, you may lodge a complaint within 6 months after you have been informed of AliExpress’s decision. You may lodge your complaint free of charge via the internal complaint-handling system, as set forth in 18.3.
16.3. Where you have lodged a complaint according to 16.2., You may select any certified out-of-court dispute settlement body in order to resolve dispute relating to AliExpress decisions following a complaint. In such case, you and AliExpress will engage, in good faith, with the selected certified out-of-court dispute settlement body with a view to resolving the dispute.
Clause 17. Assignment of rights and obligations
The rights and authorizations of AliExpress under this Agreement may be totally or partially outsourced, assigned, transferred, licensed, delegated, or sublicensed to related companies or to any third party with no need for prior authorization from You. You may not transfer the rights and obligations under this Agreement to any third party without previous authorization in writing from AliExpress.
Clause 18. Governing Law and Dispute Resolution
18.1. Governing Law
Any dispute, controversy or claim between You and Alibaba Singapore, or those arising out of or relating to this Agreement, or the interpretation, breach, termination or validity hereof, or any dispute regarding non-contractual obligations arising out of or relating to this Agreement (collectively hereinafter, "disputes") shall be governed and construed in all respects by the laws of the Hong Kong Special Administrative Region of the People's Republic of China ("Hong Kong"). The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
18.2. Dispute Resolution
18.2.1. Disputes Between You and a Buyer
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Amicable Negotiation.In case a dispute arises between You and a Buyer, the dispute shall first sought to be resolved through amicable negotiation between you and a seller through our Customer Service Dispute Resolution System (from the ‘Seller Center’ or else through ‘Customer Service’ portal at https://sale.aliexpress.com/i18n_help_center.htm) (the "Platform DR System"), within the prescribed time periods and pursuant to the rules and regulations established for the Platform DR System, which are fully incorporated by reference herein and made a part hereof as if set forth at length.
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Submission of a Dispute to Alibaba Singapore.If the dispute cannot be resolved through our Platform DR System, you may submit the dispute to us, and we will then have the power to make a determination for such dispute or to delegate or sub-contract such power to another party for determination. Upon receipt of a dispute, we will have the right to rely on our records and request either or both of you and seller to provide supporting documents. We will have the discretion, acting reasonably, to reject or receive any supporting document. Alibaba Singapore is not a judicial or arbitration institution and will make the determinations only as an ordinary non-professional person. Further, we do not warrant that the supporting documents that the parties to the dispute submit will be true, complete or accurate. For the avoidance of doubt, Alibaba Singapore and our affiliates shall not be liable for any material which is untrue or misleading, and Alibaba Singapore (and our agents, affiliates, directors, officers and employees) shall be released and indemnified from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such dispute.
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Submission of a Dispute to Arbitration.If You are dissatisfied with our determination and except as otherwise stipulated under applicable law, You shall apply to the Hong Kong International Arbitration Centre ("HKIAC") for arbitration and notify Alibaba Singapore of such application within 20 calendar days after the date of receipt of our determination. Such choice does not deprive Buyers of the protection afforded by mandatory provisions in the laws of the EU and the country of their habitual residence, which means that Buyers are entitled to any relevant rights and their exercise under EU laws and the laws of the country of their habitual residence, including the right to engage a certified out-of-court dispute settlement body for non-binding dispute settlement. If You do not apply for arbitration within 20 calendar days, You will be deemed to have agreed that our determination is final and binding on You. With a final determination, in the case the Online Transaction adopts the Alipay Services, we may instruct Alipay to dispose the funds held by Alipay according to such determination, and in the case the Online Transaction adopts Alibaba Singapore Supplemental Services, we may dispose of the funds held by us according to such determination. Further, in this case you and seller will deemed to have waived any claim against Alibaba Singapore, Alipay and our affiliates and agents. Notwithstanding the foregoing, Buyers can exercise their rights as European Union/European Economic Area/United Kingdom consumer under article 18 of the Brussels I Bis Regulation (OJ EU 2012 L351/1) or applicable UK regulations and bring a claim regarding their statutory rights in the EU/EEA/UK country in which they live, generally in the courts of the place where they are domiciled. The European Commission also maintains an online dispute resolution platform for Buyers, which can be found here: http://ec.europa.eu/odr.
18.2.2. Disputes Between You and Alibaba Singapore
In case a dispute arises between You and us, including any dispute, controversy or claim between you and Alibaba Singapore, or those arising out of or relating to this Agreement, or the interpretation, breach, termination or validity hereof, or any dispute regarding non-contractual obligations arising out of or relating to this Agreement, if not resolved between You and us by amicable negotiations, including by means of our internal complaint-handling system and/or mediation process, as set forth below, shall be referred to and finally resolved by arbitration with the HKIAC, except as otherwise stipulated under applicable law.
You are also entitled to dispute resolution with certified out-of-court dispute settlement bodies according to Clause 16.3.
18.3. Internal complaint-handling system for Sellers
In the event of any issues regarding the following:
(1)
alleged non-compliance by Alibaba Singapore E-Commerce Private Limited with any obligations laid down in EU Regulation no. 2019/1150 “on promoting fairness and transparency for business users of online intermediation services”, where such alleged non-compliance affects the Seller;
(2)
technological issues which relate directly to the provision of our services provided under this Agreement, and which affect the Seller;
(3)
measures taken by, or behaviour of, Alibaba Singapore E-Commerce Private Limited which relate directly to the provision of our services provided under this Agreement, and which affect the Seller (including, by way of example, notices of illicit content pursuant to 16.1 above);
you are entitled to lodge a complaint directly through the link indicated in the decision notice and/or using the form accessible via the “Seller Center”. AliExpress will process the complaint, free of charge, within a reasonable time frame.
18.4. Mediation
Either party retains the right to refer any disputes to mediation, including in the event that the dispute has remained unresolved through our internal complaint handling system. The dispute may be referred by either Party to the Centre for Effective Dispute Resolution (“CEDR”), where CEDR will nominate the mediator. Both parties agree to engage in good faith in resolving any issue referred to CEDR and in accordance with CEDR’s established mediation procedures.
The contact details for the CEDR are as follows:
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The mediation process does not affect your or Alibaba Singapore E-Commerce Private Limited’s right to bring legal proceedings, prior to, during or after the mediation process.
18.5. HKIAC Arbitration
If any dispute is submitted to the HKIAC for arbitration, the arbitration shall be conducted under the HKIAC Administered Arbitration Rules in force at the time of applying for arbitration as amended by this clause. The arbitration panel shall consist of one single arbitrator. Unless the Parties agree otherwise, the arbitration shall be conducted in the English language and be in Hong Kong. The arbitration may be conducted by remote means such as telephone, online via videotelephony software, and/or solely based on written submissions as specified by the party initiating the arbitration. The award of the HKIAC arbitration tribunal shall be final and binding upon all relevant parties, and the arbitration expenses shall be borne by the losing party unless otherwise determined in the award. Any party to the dispute may apply to a court of competent jurisdiction for enforcement of such award.
18.6. Indemnification
If You initiate any legal proceedings against Alibaba Singapore or our affiliates in breach of this clause, including, if You have decided to seek dispute resolution with Alibaba Singapore, any legal proceedings disputing Alibaba Singapore’s determination which has become binding on you according to this clause, you shall hold Alibaba Singapore and our affiliates, agents, employees, directors, officers harmless and indemnified against any claim, losses, damages that may be suffered by us.
18.7. Limitation Period
In any event, You may not make any claim against us or our affiliates under this Agreement after one year from the occurrence of the matter giving rise to the claim, unless otherwise provided by applicable law.
18.8. Injunctive Relief
Notwithstanding the foregoing provisions, either party may seek injunctive or other equitable relief against the other party in any court of competent jurisdiction (e.g. including the courts of your habitual residence) prior to or during the arbitration.
Clause 19. Miscellaneous
19.1. Regarding those material matters that are not agreed in or not affected by this Agreement, the AliExpress Rules for EU/EEA Platform Sellers, the Platform User Agreements or any other applicable rules of the AliExpress Platform shall apply.
19.2. 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.
19.3. AliExpress makes available a repository of online advertising available here for the entire period during which we present an advertisement and until one year after the advertisement was presented for the last time on the Platform.
Clause 20. Contact
You can contact us via online chat for any inquiry regarding the Platform via our "Seller Center".
1. Formerly known as AliExpress Russia Holding Private Limited.
