Miravia Terms of Service (Seller)
Part A: New version - updated on 2 November 2022, effective as of 17 November 2022
Welcome to the Miravia Platform (defined below). Please read these Terms of Service (Seller) (including all Schedules and Annexes) (“Terms”) carefully. These Terms govern your use and access of the Platform as a seller and are agreed between you (“Seller”, “you”, "your") and the Miravia marketplace entity (referred to in this Terms as “Miravia”, “we”, “us”) on the date you click the “I Accept” button or any other similar button or action to complete your online sign-up process to become a Seller on the Platform (“Effective Date”). Capitalized terms used in these Terms of Services shall have the meanings assigned to such terms in Annex 1.
BY REGISTERING FOR AND USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS, AND ALL POLICIES OF THE PLATFORM AVAILABLE AT SELLER HELP CENTER INCORPORATED BY REFERENCE.
Overview
1. Miravia Services to You (Clause 2 of the Terms)
Miravia (or 3PL or its Payment Service Provider) offers you general services consisting of:
the listing of your products;
customer services (for a limited time);
order processing;
logistics coordination,
and other additional services that you may request and that we may offer you.
2. Products You Can Sell (Clause 8 of the Terms)
You can sell products that are legally permitted to be sold and that comply with our Policies. Since you are selling the products directly to Miravia buyers, you are responsible for all matters related to the products that you sell on Miravia including but not limited to ensuring that the product content, product quality and origin, and financial invoice comply with applicable laws and tax obligations. After shipping your products, you are responsible for providing after-sales service, including returns and product warranties.
Not all products and brands of products are permitted to be sold on the Platform at all times. If changes to our Policies or practices impact products or brands of products offered by you on the Platform, Miravia will, where commercially practicable to do so (as determined by Miravia in its sole discretion), notify you of the change in Policy and/or selling restriction.
3. Fulfilment (Clause 5 of the Terms)
There are two types of fulfilment models – Delivered by Seller and Miravia-Coordinated Delivery, and the orders must be ready to ship.
4. Payment (Clauses 2 and 3 of the Terms)
Miravia’s Payment Service Provider will periodically remit to you the Sales Proceeds after making the relevant deductions, including without limitation applicable Taxes and Fees due and payable to Miravia for offering the Services to you.
5. Data Protection (Clause 10)
You are a Controller of certain Buyer Data that you Process in connection with your provision of services via the Platform. You will use that Buyer Data for limited purposes and ensure its security, both in connection with your use of the Platform and any Applications you use via the Open Platform.
6. How To End Our Relationship (Clause 12 of the Terms)
You may end your seller relationship with Miravia at any time and without penalty by providing us 30 days’ written notice of your intention to discontinue the use of our services.
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1. Acceptance
A. Acceptance. Any person who wants to access the Platform and use the Services to sell Products must accept these Terms and the Policies. You shall provide a copy of any documents requested by Miravia’s Payment Service Provider upon entering into the Terms by uploading the same to Seller Center. Miravia’s Payment Service Provider may verify these documents and other submitted information prior to effecting Payments.
B. Variations. Miravia may change any of these Terms, and any fees, procedures and Policies governing the Services, the Platform or Help Center at any time. These changes will take effect fifteen (15) days after publication on the Platform, Help Center, or other form of notification (in a durable medium) to you unless exceptional circumstances apply (such as to comply with a legal requirement or address an unforeseen and imminent danger to protect you or a business user from fraud, malware, spam, data breaches or other cybersecurity risks) that require a shorter term. You are responsible for reviewing notices and Policies, and your continued use of the Services, the Platform, and/or Seller Center following the changes taking effect will constitute your acceptance of such changes. If you do not agree to any such changes, you must stop using the relevant Services, the Platform, and Seller Center (except to the extent required in the Terms), and contact Miravia’s customer service, including where applicable through Partner Support Center on Help Center to deactivate your Seller Account]] upon which these Terms will be terminated. For the avoidance of doubt, newer versions of the Terms supersede older versions, unless otherwise agreed by Miravia.
2. Services & Fees
A. Platform. Miravia provides a platform for Sellers to offer Products for sale to Buyers, and for Sellers to complete transactions with Buyers. Except as set out in the Terms, and to the extent permitted by applicable law, Miravia is not involved in the actual transaction between Seller and Buyers nor is Miravia obliged to verify the accuracy, completeness and legality of the Seller Content published on the Platform. As seller of the Products, it is your responsibility to ensure the sale is legal, accurately describe the Products, and ensure that the Products are packaged, shipped, warranted and fulfilled in accordance to all the applicable sales and after sales obligations required by law or by trade, and that the Products are consistent with the Seller Content. You use the Services, the Platform and Seller Center at your own risk.
B. Services. The Services provided by Miravia (or 3PL o its or Payment Service Provider) under these Terms are classified as:
(a) General Services ("General Services") consisting of:
(i) providing supporting services enabling your listing and publishing of Seller Content regarding the Products you offer for sale on the Platform;
(ii) providing the Platform for you to offer Products for sale;
(iii) limited Buyer care services, including coordinating and answering Buyer enquiries and processing returns;
(iv) Order processing;
(v) logistics coordination and related services if the fulfilment model is Miravia-Coordinated Delivery;
(vi) collection, reconciliation and execution of all Sales Proceeds by Miravia’s Payment Service Providers; and
(vii) other services ancillary to the Services;
The General Services include Miravia providing information to you in relation to each Order as necessary under these Terms. You agree that Miravia may provide you with electronic copies of documents such as tax invoices, receipts, credit notes, debit notes, or any other documents for compliance with applicable laws.
C. Fee: In consideration of the provision of Services, Miravia (or 3PL or its Payment Service Provider) shall be entitled to charge and invoice you the Fee. Unless otherwise indicated, all amounts payable by you to Miravia (or 3PL or its Payment Service Provider) are exclusive of Taxes that may be levied by any jurisdiction. Taxes will be added to the amounts payable by you to Miravia (or 3PL or its Payment Service Provider) or deducted by Miravia (or 3PL or its Payment Service Provider) directly from your account as applicable and as required by law such that the net amount actually received by Miravia (or 3PL or its Payment Service Provider) equals the full amount of the payment due hereunder. For greater certainty, Taxes will not be added to the amounts payable by you to Miravia (or 3PL or its Payment Service Provider) where you have provided Miravia (or 3PL or its Payment Service Provider) with evidence to our satisfaction of a lawful and applicable exemption for such Taxes.
D. Settlement. Unless otherwise agreed in writing, settlement of any amounts due to Miravia (or 3PL), including without limitation the Fees, shall be effected by setting off against funds in your Seller Account with Miravia’s Payment Service Provider (and/or Sales Proceeds as the case may be).
3. Sales Proceeds – Payment
A. Payment. You authorize Miravia’s Payment Service Provider to (a) collect the Sales Proceeds and in general any sums due or owing under these Terms and hold the same; (b) calculate and process customer payments, refunds, and adjustments; (c) remit the Net Proceeds; and (d) deduct and/or pay to Miravia, to Miravia Affiliates, and to third parties (including but not limited to logistics providers and Buyers) any amounts you owe to them in relation to your use or transactions on the Platform. You acknowledge and agree that payments may be collected from Buyer through authorized service providers (such as logistics providers or offline payment channel operators) where applicable.
B. Treatment and Release of Sales Proceeds. You agree that:-
(a) Buyers satisfy their obligations to you as regards the Buyer Contract when Miravia’s Payment Service Provider receives the Sales Proceeds. The obligation of Miravia’s Payment Service Provider to remit funds received on your behalf is limited to the Net Proceeds (which is the Sales Proceeds minus any sums owed by you to Miravia, Miravia Affiliates or third parties (including but not limited to logistics providers and Buyers) in relation to your use or transactions on the Platform, and subject to any chargeback, reversal, refund, withholding for anticipated claims, Administrative Fee/Default Fee and/or deduction in accordance with these Terms and the Policies. The Payment will represent an unsecured claim. For the avoidance of doubt, you will not receive interest or any other earnings on Sales Proceeds or Net Proceeds; and
(b) Subject to 8D of the Terms, Miravia’s Payment Service Provider will release the Net Proceeds to you within 30 days from the occurrence of any of the following events: -
(i) the Order is properly delivered; or
(ii) the prescribed time limit for the Buyer’s to confirm receipt of the Order has elapsed, whichever comes first.
C. No responsibility. None of Miravia or 3PL or Miravia’s Payment Service Provider will bear any responsibility with respect to the legality of transactions occurring between Sellers and Buyers relating to the Orders made through the Platform.
D. Remedies and No Waiver. Miravia may instruct Miravia’s Payment Service Provider to delay, suspend or cancel any Payment if Miravia reasonably concludes that your actions and/or performance in connection with these Terms or the Buyer Contract are likely to result, or have resulted, in a breach of any provision of these Terms or the Policies and/or any failure to perform any due obligation under these Terms, any disputes, chargebacks or other third party claims (including Buyer claims), or if there are any sums owed by you to Miravia, Miravia may instruct Miravia’s Payment Service Provider to withhold Payment for the longer of: (a) 2 years; (b) the completion of any investigation regarding your actions or performance; or (c) the resolution of any dispute. Where a Payment is cancelled, such Payment shall be forfeited to Miravia’s Payment Service Provider and you give up all claim and right to such monies. Any Payment made by Miravia’s Payment Service Provider to you will not in any way be considered as a waiver of Miravia’s rights or recognition of compliance with your obligations under these Terms.
E. Late Payment Interest. Without prejudice to any other rights and remedies which Miravia has against you, if any sums payable by you to Miravia under the provisions of these Terms shall become due and be unpaid, you shall pay to Miravia the Late Payment Interest, calculated on daily basis from the payment due date until such money is actually received by Miravia.
F. Deduction of Tax. To the extent required by applicable laws, Miravia may (or may request its Payment Service Provider to) deduct any and all taxes, duties, fees and other charges in connection with any Order, Payment or otherwise under these Terms or the Buyer Contract where Miravia has such an obligation. If Miravia is required under applicable laws to deduct or withhold any sum as taxes imposed on any amount due or payable to you, Miravia will make such deduction or withholding as required and the amount payable to you will be reduced accordingly. Miravia will provide you with a document proving that amounts deducted refer to taxes applicable to you. If Miravia is held liable for any taxes or tax compliance costs in connection with the Sales Proceeds and/or the Payments, you shall indemnify Miravia for such tax liability or tax compliance costs irrespective of when such tax liability is assessed. For avoidance of doubt, Sellers are responsible for your own taxes.
G. Enquiry or Dispute. To the extent permitted by applicable laws, any enquiry or dispute about any Order and/or Payment (excluding any claim in respect of Miravia-Coordinated Delivery must be received by Miravia within 45 days from the Order delivery date, failing which you shall be deemed to have waived the right to dispute such Payment. Any enquiry or dispute about any Payment shall be managed in accordance with prevailing Policies.
4. Access to Services and Tools
A. Access to Seller Account. You are responsible for supplying and authorizing access to your Seller Account to your authorized personnel, and for ensuring that any person filling in or signing any document, operating the Seller Account, or handling the Products, on your behalf (other than a Miravia employee, contractor or agent specifically mandated by Miravia) has full power and authority to do so on your behalf. All actions taken by any person accessing or using the Seller Account, Services or Tools on your behalf shall be deemed duly authorized unless you have given Miravia advance written notice of such person’s lack of authority by removing the relevant access rights. You are responsible for taking due care to protect and restrict access to your Seller Account.
B. Accuracy of Seller Account Information. You are responsible for ensuring that all information (including email and bank account details) provided or made available by you or your authorized personnel on Seller Account is accurate and complete at all times. You shall bear all consequences ensuing from any incorrect information provided and Miravia’s Payment Service Provider shall have no responsibility to verify any information, take any steps to rectify the situation, or remit any Payment to you.
C. Use of the Miravia Open Platform. In addition to the Services and the Tools, you may register new Seller Applications or use Applications provided by Developers in the operation and management of your Seller Account or shops owned by you via the Miravia Open Platform. When you purchase or make use of such Applications in connection with the Miravia Open Platform:
(a) where such Applications are provided by Developers, you will enter into a separate license agreement with the applicable Developer which complies with the requirements of the Miravia Open Platform Developer Terms. Miravia shall not be taken to have endorsed any Application and Miravia has no responsibility for the Applications provided by Developers and/or created by you;
(b) without prejudice to Clause 10 below, you warrant and undertake only authorize Developers to access and Process Buyer Data under your control via an Application where:
(i) you have conducted (and conduct on an ongoing basis) appropriate due diligence to satisfy yourself that the Developer can implement appropriate technical and organizational measures to adequately protect any Buyer Data Processed via the Open Platform to standards required by Applicable Data Protection Laws; and
(ii) the Developer is engaged by you under appropriate data processing terms which:
(A) meet the requirements of Applicable Data Protection Laws, including but not limited to EU/UK Data Protection Laws; and
(B) prohibit the Developer from Processing any Buyer Data other than in accordance with your instructions as Controller (including any specific instructions in relation to the transfer of Buyer Data out of the EEA and/or UK) and for the purpose of providing its Application services to you in compliance with such terms;
(c) when you authorize a Developer to access the Buyer Data granted by you via the Seller Center, such authorization will constitute your confirmation that you have complied with the above. Such authorization granted may be revoked or amended as permitted within the Seller Center and/or otherwise under the terms of use of the Miravia Open Platform;
(d) you shall be fully responsible, and bear all risks and liability for any actions and/or omissions by any Developers engaged by you or by any person accessing or otherwise Processing Buyer Data through your access token. Without limiting the generality of the foregoing, and to the fullest extent permitted by applicable laws, Miravia expressly excludes any liability in connection with the processing of any data (including Buyer Data) by you or any Developers engaged by you in connection with the Miravia Open Platform or your Seller Account.
5. Fulfilment of Orders
A. Fulfilment Models. Orders for physical products are fulfilled under the following Fulfilment Models ("Logistics Services"):
(a) Delivery by Seller: Where you are responsible for the delivery of Products to Buyers using postal services, your own logistics services or a 3PL;
(b) Miravia-coordinated Delivery: Where you are responsible for delivering the Products to the appointed 3PL's designated location or any other sub-contractor of this appointed 3PL's designated location (which may be further regulated under a Logistic Services Agreement (for direct billing purposes) between you and the appointed 3PL), for such appointed 3PL or its sub-contractor (where applicable) to coordinate and/or conduct the logistics services for the delivery of the Products to Buyers. You acknowledge and agree that the appointed 3PL shall be Miravia Logistics which may be replaced from time to time at Miravia's sole discretion.
B. Delivery by Seller
(a) Approval by Miravia. You may use “Delivery by Seller” as a fulfilment model only if expressly approved by Miravia in writing.
(b) Seller’s Responsibilities.
(i) You will prepare and ship Products under the Buyer Contract to the address specified in the relevant Order within the lead times set out in the Policies. If you fail to comply with the stipulated deadline, Miravia may modify the deadline and/or cancel the Order.
(ii) You shall update the status of delivery on Seller Center within the deadline specified in the Policies.
(iii) You shall stop or cancel any Orders if directed by Miravia. If Buyer has already been charged for such Orders, Miravia will execute refunds (and any adjustments) and credit the applicable Buyer account. You will reimburse us for all amounts credited costs associated with the refund.
(iv) You will ensure that Miravia is at all times supplied with updated Order shipment tracking information.
(v) You shall be responsible for, and bear all risk and liability for the sourcing, sale, packaging, labelling, product quality, and product warranties (if applicable) for all Products delivered using the Delivery by Seller model, and you shall be responsible for all claims in relation to such Products.
(vi) You shall not require Buyer to provide any other document (except to confirm receipt of delivery) during the delivery process.
(vii) You shall accurately and timely inform Miravia where the Products are stored at the time of Order placement by the Buyer in order for Miravia to accurately and timely assess its responsibility as a marketplace to calculate and collect any applicable taxes on your Order in accordance to the relevant tax laws and regulations in any jurisdictions.
(c) Title and Risk. Title and risk of loss for Products will remain with you at all times, and Miravia, Miravia's appointed 3PL and its Affiliates will have no liability whatsoever related to the Products including their shipping, storage, delivery delays, damage or loss through Delivery by Seller.
C. Miravia-coordinated Delivery (“ACD”)
The ACD Terms set out in Annex 2 shall apply and form part of the Terms.
6. Returns, Failed Deliveries and Inadequate Product
A. Returns and and Failed Deliveries. All Orders will be handled in accordance with our Returns and Refund Policy as specified in Help Centre. In the event that Miravia or its Affiliates or Miravia's appointed 3PL are required to provide additional services to collect, deliver, process or store any returned or failed delivery parcels for you, such additional fees or expenses may be charged to you and be set off against funds in your Seller Account.
B. Refund of Commission. Miravia will refund you the Commission related to any Failed Delivery or Order returned for Buyer convenience.
C. Costs of Failed Delivery/Inadequate Product.
(a) In case of Failed Delivery, Miravia or its Affiliates or Miravia's appointed 3PL may require you to bear costs associated with the Failed Delivery where the underlying reason for Failed Delivery is Seller's fault.
(b) In case of an Inadequate Product, you will promptly notify Miravia of any Inadequate Product (or the threat of a public or private recall) and cooperate and assist Miravia with returns, including by initiating the procedures for returning Products to you. You will bear all costs associated with the return and refund or replacement, and unless the shipping has been arranged by you, the Shipping Cost for the shipment of the Product to the Buyer, from the Buyer to the relevant Miravia Affiliate or Miravia's appointed 3PL and from Miravia Affiliate or Miravia's appointed 3PL back to you.
D. Cost of Customer Return Product.
(a) No Obligation to Return Products. Subject to the Policies, Miravia or its Affiliates or Miravia's appointed 3PL is not obliged to return any Products to you if such return would not be reasonably practicable (including if the value of Products is disproportionately low relative to the cost of returning Products).
(b) Return Value Added Service (RVAS). Return address provided by you should be a final address within a local location where the Order is shipped to (“Local Area”), otherwise, Miravia may, at its discretion, direct the Buyer to return the products to storage, and/or warehouse designated by Miravia, thereupon, Seller may, at its own cost and discretion, choose to scrap or return the returned Products to an address out of Local Area to the extent permitted by and subject to due compliance with all applicable laws, rules and regulations.
E. Inability to Return Products. If (a) Miravia Affiliate or Miravia's appointed 3PL is unable to return the Products to you despite taking reasonable efforts in accordance with the Policies (for example, if your delivery address is incorrect) or (b) Miravia Affiliate or Miravia's appointed 3PL reasonably determines that it is not reasonably practicable to return the Product to you pursuant to Paragraph E above, Miravia Affiliate or Miravia's appointed 3PL may examine, release, dispose of or sell the Products in any manner it sees fit, without any liability or payment obligations to you.
F. Sales Proceeds. In case of Failed Delivery: (a) where received by Miravia’s Payment Service Provider, Sales Proceeds will be refunded to the Buyer; and (b) where received by you, the Net Proceeds will be refunded to Miravia's Payment Service Provider.
G. No Responsibility. Miravia and its Affiliates will not be responsible for any risk or be liable for any claims, demands, liabilities, expenses, losses, cost or damage in connection with any Failed Delivery and Returned Products (including due to a threatened recall) and will claim all costs incurred in that respect from you.
7. MiraviaRights
A. Miravia’s Rights. If the Products, your service or your behavior on the Platform do not comply with these Terms, the Policies, applicable laws or for any reasonable cause, Miravia may at any time (a) delay or suspend listing of, or to refuse to list, or to de-list any or all Products; (b) cancel, limit or suspend any promotion, pricing or traffic benefits; (c) reset your store name; (d) instruct Miravia’s Payment Service Provider to withhold amounts in your Seller Account, and such amounts may be applied towards refunds to entitled Buyer, reimbursement of rebate or discount extended by Miravia to you, and any costs, fees, penalties or fines imposed by any competent authorities; (e) allow a Buyer to cancel an Order because the Platform or the Products are unavailable following the commencement of a transaction; (f) cancel an Order on behalf of a Buyer or the Platform, and/or (g) require you to pay an Administrative Fee/Default Fee and any costs, fees, penalties or fines imposed by any competent authorities.
In addition and subject to prior written announcement by Miravia, Miravia may, or may cause any of its Affiliates as well as Alipay and its Affiliates, to require any or certain types of Sellers to pay or be withheld certain amounts to secure the performance of your obligation under these Terms and/or to mitigate the risk of returns, chargebacks, claims, disputes, violations of these Terms and the Policies, or other risks to Miravia, Alipay or third parties. These amounts may be refundable or non-refundable in the manner Miravia may determine from time to time, and failure to comply with these Terms and the Policies, may result in their forfeiture.
B. Deactivation of Seller Account. Miravia may deactivate your Seller Account after 30 days from Miravia’s written notice (in a durable medium) with the reason for deactivation to you (unless Miravia determines, in its sole and absolute discretion, that exceptional circumstances require immediate deactivation of your Seller Account to protect against the risk of liability, in which case Miravia shall be entitled to deactivate your Seller Account immediately and without notice), and instruct Miravia’s Payment Service Provider to withhold all outstanding payables to you if (a) you breach any obligations under these Terms and/or the Policies or applicable laws relating to Intellectual Property Rights; (b) you sell counterfeit products or other products prohibited from use, distribution or sale under applicable laws, these Terms and/or prohibited by the Platform; (c) breach any applicable laws; and/or (d) you use the Platform, the Services and Seller Center in a fraudulent or abusive manner; and/or (e) upon request of competent authorities under any applicable laws.
C. Compliance Purposes. For the purposes of prevention of fraud, compliance with applicable laws or these Terms, or other commercially reasonable reasons, Miravia may impose order value or transaction limits on your Seller Account and/or your Product listings; and/or open and inspect any Product and any storage, facility and/or warehouse in which the Products are stored. When required to do so by competent authorities, Miravia may disclose information relating to your Seller Account, Products and Orders to these authorities.
In order to maintain transaction order compliance and security on the Miravia Platform, if you are in breach or suspected by Miravia to be in breach of applicable laws and regulations related to trade restrictions and economic sanctions, Miravia may suspend or close transaction orders which it deems relevant, and take other measures as it may in its sole discretion deem fit in response to such breach or suspected breach.
D. Third Party Service Providers. Miravia may work with and/or use the services of its Payment Service Provider or other third party service providers in connection with the Services. Notwithstanding anything to the contrary in the Terms, all payment services provided to you in connection with your use of the Platform shall be provided by Miravia’ Payment Service Provider. For the avoidance of doubt, all references to payment processing or related payment services (including collection and execution of Sales Proceeds, and treatment of Net Proceeds), including but not limited to in Sections 2B, 3A, 3B, 3D, 5B(c)(iii), 6B, 7B and 12D of the Terms, shall be deemed to be provided by Miravia’s Payment Service Provider and not Miravia, and shall be subject to any relevant additional payments terms of service of Miravia’s Payment Service Provider which can be accessed at Alipay Services Agreement (“Payment Terms”).
You acknowledge and agree that Miravia does not at any time provide, and is not holding itself out as providing, any payment services to you in connection with your use of the Platform, and all collection and execution of all Sales Proceeds is performed by such Payment Service Provider.
E. Variation of Order. In the event of a breach of any obligations under these Terms, the Policies or applicable laws, or should Miravia have reasons to suspect you are conducting or may conduct actions that are harmful to the Buyer, third-party right holders or Miravia, Miravia may reject any particular form of Order or payment for the Products and not honour or accept any discounts, coupons, gift certificates, or other offers or incentives made available by you to Buyer.
F. Treatment of Orders. In the event of a breach of any obligations under these Terms, the Policies or applicable laws, or should Miravia have reasons to suspect you are conducting or may conduct actions that are harmful to the Buyer, third-party right holders or Miravia, Miravia may withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or unilaterally cancel any Order. You will stop and/or cancel orders of Products if so asked by Miravia (unless you have transferred the Products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). Where you have already received the Net Proceeds, you will refund any Buyer that has been charged for an Order that Miravia has stopped or cancelled.
G. Risk of Credit Card Fraud. Between Miravia and you, you will not be required to bear the risk of credit card fraud (e.g. fraudulent purchases arising from the theft or unauthorized use of a Buyer’s credit card information) occurring in connection with the Order, except with respect to: (a) Orders that you do not fulfil in accordance with the Order information, or (b) any fraud directly or indirectly linked with you. You will bear all other risk of fraud or loss, including any losses suffered by Miravia, its Affiliates, and/or its partners, for any breach of your warranties and undertakings per Clause 8 of these Terms. You will promptly inform Miravia of any changes to the nature or specifications of the Products or any pattern or behavior of fraudulent or other improper activity with respect to any of the Products that may result in a suspicion or higher incidence of fraud or other impropriety associated with transactions involving the Products.
H. Sales Traffic Activities. Miravia may subject the Products or you to Sales Traffic Activities, use mechanisms that rate, or allow Buyers to rate or review the Products and/or your performance as a seller and Miravia may make these ratings and reviews publicly available.
8. Seller Representations, Warranties, Undertakings and Authorizations
A. General Undertakings: By using the Services and Tools provided by us or a Miravia Affiliate, you undertake, represent and warrant that:
(a) you have the legal and acting capacity to enter into these Terms and perform the sale of the products and the provision of services pertaining to them, pursuant to all applicable laws and regulations (i) in targeted territory; and (ii) where applicable, in the originating or transit countries and regions, which you undertake to comply with at all times. In particular, but without limitation, you confirm that and undertake to continue to be the holder of all the licenses and administrative permits required for the lawful commercialization of the products on Miravia;
(b) you shall (i) comply with all applicable laws and regulations, including all sanctions, export control, anti-bribery, anti-corruption and tax laws relating to your activities; (ii) be responsible for and pay all taxes and other charges arising out of or associated with these Terms or the Buyer Contract, except to the extent that Miravia calculates, collects and pays the applicable taxes as required by law in the capacity of a marketplace; and (iii) obtain all necessary rights, licences, permits, or approvals required for the offer, advertising, and sale of the Products on or through the Platform;
(c) you shall comply with these Terms, the Policies and any additional terms, including any end user licence agreement;
(d) you shall include all information and supporting documents required by applicable law including issue a valid invoice to the Buyer, and ensure that any information provided under these Terms is accurate, current, complete and is not misleading;
(e) you shall fulfil all Orders for Products at their stated quantity and price to Buyers and be responsible for any error in the Listing Price;
(f) you shall comply with all applicable laws regarding Intellectual Property Rights and you shall not infringe any Intellectual Property Rights;
(g) you shall not post, display or disclose any materials which infringe the Policies;
(h) you shall not use or allow anyone to use the Platform, the Services and Seller Center in an unlawful, inaccurate, misleading, false, fraudulent, defamatory, trade libellous, tax evasive or otherwise unsuitable manner including:
(i) opening multiple shops or duplicating stock keeping units on the Platform without Miravia’s approval;
(ii) generating fraudulent, repetitive or otherwise invalid clicks, impressions, queries or other interactions, whether through the use of automated applications or otherwise;
(iii) conducting activities such as gambling, sweepstakes, raffles and lotteries or participate in any activities related to so-called pyramid or Ponzi schemes, or any other illegal, immoral or antisocial activities;
(iv) purchasing items sold on the Platform for commercial use or for use on behalf of a third party;
(v) being a party to any transaction which is not for the bona fide sale and purchase of Products (for example, where the primary or associated purpose is for (A) the encashment of vouchers, codes, and/or rebates; (B) gamification for the purpose of accumulation of any rebates, loyalty points, and/or credit and/or cycle-selling operations etc.; and (C) any other act that constitutes cheating (including reselling, re-purchase of your own Products which is subsidized by Miravia, and re-directing sales);
(vi) any activities with the aim to avoid or evade any applicable taxes in relation to your Order, or to provide any misleading or fraudulent information with tax relevancy.
(i) you shall not access content and information that concerns any party other than you, transmit unsolicited communications, interfere with the proper working of the Platform or Seller Center, transmit any viruses, Trojan horses, or other harmful code, or attempt to bypass any mechanism used to detect or prevent such activities; and
(j) you shall not intentionally expose Miravia and/or Miravia Affiliates, and our respective officers, employees, directors, contractors, partners, agents, subcontractors, representatives etc., to undue risk or otherwise engage in activities that Miravia determines to be harmful to Miravia and Miravia Affiliates’ operations, reputation, or goodwill.
B. Undertakings in relation to Products: You undertake, represent and warrant that:
(a) the Products are of merchantable quality, fit for their purpose, free from defects, and conform to their listed specifications;
(b) the Products and their offer for sale are not prohibited by applicable law and/or Miravia Policies or practices, either now existing or which may in the future exist, and comply with applicable laws (including all minimum age, marking and labelling requirements, product warranties, specifications and performance criteria) and conform with the Policies;
(c) you will include all legally required documentation in relation to the Products (including warranty card, warranty information and invoice) and update the same when legally required, and shall provide Miravia and/or Buyer any such document upon request;
(d) you have full unencumbered title in the Products and in any materials incorporated in the Products and all the Products are supplied free of all liens, charges or other security interests;
(e) the Products are not (i) Prohibited and Controlled Products; (ii) Inadequate Product; (iii) expired (or soon to be expired) Products; or (iv) counterfeit Products;
(f) you shall provide Miravia with any documentation and information supporting your right to sell the applicable Products, including the right, license and/or permit to sell such Products, any documentation giving you the right to distribute the Products, and if needed, the notarized copy, invoice or other proof thereof at your cost;
(g) in case of sale of refurbished Products, imported Products, white label Products, or non-OEM Products, you must comply and strictly follow Miravia’s specific content requirements and the specific guidelines defined for such Products on the content production manuals;
(h) you shall comply with standard operating procedures, import procedures, weight restrictions, size restrictions and other shipping and packaging requirements under the Policies and/or applicable law;
(i) if you are setting a promotional price for your Product (“Promotional Product”), for Buyer’s reference purpose, Miravia will display the Reference Price(s) next to the Promotional Price.
(j) you shall accurately and timely provide Product information to Miravia in order for Miravia to accurately and timely assess its responsibility as a marketplace to calculate and collect any applicable taxes on your Product in accordance to the relevant tax laws and regulations in any jurisdictions.
C. Undertakings in relation to Seller Content: You acknowledge, undertake, represent and warrant that:
(a) you are the owner or have lawful rights with respect to the use of Intellectual Property Rights concerning the Products and the Seller Content and you are not aware of any claims that have been made by any third party, or which may Miravia from your undertakings pursuant to the Terms or the Buyer Contract, with regard to any alleged or actual Intellectual Property Right infringement or other claim, demand or action resulting from the Seller Content, advertising, publishing, promotion, manufacture, sale, distribution or use of the Products;
(b) the Seller Content (i) are not contrary to or prohibited under any applicable laws and regulations, (ii) and comply with applicable laws (including all data protection, minimum age, marking and labelling requirements, product warranties, specifications and performance criteria, etc.) and (iii) conform with the Policies, in particular, the Seller Contents shall not consist of fraudulent or misleading information;
(c) you will not use any intellectual property belonging to us and/or Miravia Affiliates without Miravia’s prior approval in writing (including participating in actions such as reverse engineering, reverse compiling or otherwise deriving the underlying source code or structure or sequence of any Miravia solution or technologies, deleting or altering author attributes or copyright notices, and/or fail to obtain all required permissions when using the Platform to receive, upload, display, distribute, or execute programs or perform other works protected by intellectual-property laws);
(d) you will provide Seller Content that is accurate, up to date and in accordance with the Policies (including proper categorization in accordance with the Policies, availability status, stock level and Listing Price of the Products). The Seller Content must include all text, disclaimers, warnings, notices, labels or other indications required by law to be displayed in connection with the offer, merchandising, advertising or sale of the Products and may not contain any sexually explicit, defamatory or obscene materials, or any of yours or a third-party’s marketing material;
(e) Seller Content must be provided in English and/or to the extent required by applicable law, in the language of the countries in which the Products are listed for sale through the Platform. Miravia may arrange for the translation of the Seller Content into local language of the country in which Products are listed for sale through the Platform but Miravia is not required to verify the accuracy of the translation process and shall not be liable for any errors or omissions arising from translation;
(f) you will not provide any uniform resource locator marks (“URL Marks”) for use on the Platform, or request that any URL Marks be used on the Platform, unless you have the right to publish the Seller Content and have the right and license to sell such Products under applicable laws;
(g) you grant Miravia and Miravia Affiliates a royalty-free, non-exclusive, and worldwide right and license to use, reproduce, display, modify, and re-format any and all of the Seller Content provided by the Seller in any form, media, or technology now known or not currently known in any manner, on the Platform, Miravia’s Channels and/or Third Party Channels and for any purpose which may be beneficial, whether directly or indirectly, to Miravia, the operation of the Platform or the performance of the services under these Terms;
(h) Miravia may determine the use and placement of Seller Contents, and the structure, appearance, design, functionality and all other aspects of the Platform, the Services, and if any, the Sales Traffic Activities;
(i) Miravia may determine the ranking and placement of the Products or Sellers Contents on the Platform considering, among others, the following factors: (i) quality of product image, title and descriptions; (ii) the relevance between search requests from Buyers and; (iii) conversion, ratings and reviews of Products and Sellers; (iv) service capacity; and/or (v) fraud investigation violation;
(j) Miravia may determine, offer or launch additional features, incentives and benefits for certain category of Sellers such as Sellers who participate in the Miravia Mall Program.
(k) Miravia may use mechanisms that rate, or allow Buyers to rate or review, your Products and/or your performance as a seller and we may make these ratings and reviews publicly available. Miravia shall not be responsible for the reviews and ratings generated by the mechanisms or Buyers, in respect of any Products and/or your performance;
(l) these Terms confer on you no rights of ownership or title, license, or other Intellectual Property Rights in any tangible or intangible property, including software (e.g. the Platform, Seller Center and any application programming interface or other software) and data (e.g. sales data, performance data, Buyer data, Seller Center data and Seller Center name) used, obtained or created under these Terms. If such rights were nevertheless to have accrued to it for any reason whatsoever, you assign, dispose or otherwise transfer (and effect the transfer of) the full and exclusive ownership of all such rights to Miravia or any other party designated by Miravia, free of charge, or for a nominal fee; and
(m) nothing herein contained will be deemed to limit or restrict our or any third party’s rights to assert claims for violation of any Intellectual Property Rights against you.
D. Additional Representations and Warranties: Use of the Services, the Platform, and Seller Center is limited to parties that can enter into and form contracts under applicable law. You represent and warrant that:
(a) (in the case of an individual) (i) you are not a minor and have full power, capacity and authority to enter into and perform your obligations under the Terms; and (ii) any information provided or made available by you is at all times accurate and complete;
(b) (in the case of a company) (i) you are, and will remain at all times, a business duly organized, registered, validly existing and in good standing under the laws of the country in which the business is registered; (ii) you have full power, capacity and authority to enter into and perform your obligations under the Terms; and (iii) any information provided or made available by you or your Affiliates is at all times accurate and complete;
(c) you and any person or entity that has a financial interest in your business, or any person or entity acting on your behalf: (i) have no affiliation with any Miravia employee which may result in a potential or actual conflict of interest; (ii) have not been barred or otherwise prevented from selling on Miravia; or (iii) have not been involved in any lawsuit or claim that has a bearing on the Terms;
(d) you and your Affiliates are not the subject of any trade restrictions, sanctions or other legal restrictions enacted by any country, international organization or jurisdiction;
(e) you are not, and: (i) your director(s), officer(s), controlling party or parties, Affiliates; and/or (ii) legal jurisdiction in which any of the foregoing persons or entities is organized or has operations in are not, persons, entities or jurisdictions that are subject to any sanctions of any governmental, international or regulatory entities; and
(f) for products, services, software, and technologies (including the services, software and technologies provided by Miravia) available on the Miravia Platform, you comply with all applicable laws and regulations related to trade restrictions and economic sanctions.
E. Continuing Obligations. You undertake and warrant that all your representations, warranties and undertakings in the Terms will be fulfilled and will remain true and correct at all times. In the event any of them become unfulfilled, untrue or incorrect, you will promptly inform Miravia of the same and rectify the situation to Miravia’s satisfaction (without prejudice to any other rights or remedies of Miravia).
9. Confidential Information
A. Restriction on Disclosure. The recipient of any Confidential Information will not disclose that Confidential Information, except to Affiliates, employees, and/or agents who need to know it and who have agreed in writing to keep it confidential. The recipient will ensure that those people and entities use Confidential Information only to exercise rights and fulfil obligations under the Terms and keep the Confidential Information confidential. The recipient may also disclose Confidential Information when required by law after giving the discloser reasonable notice and the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure.
B. Survival of Obligations. The rights and obligations of the parties under this Clause shall survive the termination of the Terms.
10. Data Protection
The parties are each Controllers of Buyer Data processed in connection with the Platform for the Permitted Purpose (as defined below).
A. Use and Processing of Personal Data.
You undertake, represent and warrant that:
(a) you have your own Controller data protection and privacy compliance responsibilities with respect to the Buyer Data;
(b) you undertake to ensure that in relation to such Personal Data you are and will be fully compliant with all applicable data protection and privacy laws, including without limitation maintaining your own records of such Personal Data of the platform (to the extent required under applicable laws), complying with direct marketing laws, and responding to requests by individuals to exercise their rights under such laws;
(c) you will process Buyer Data only for the purposes of: (i) your offering Products to Buyers on the Platform; (ii) corresponding with users of the Platform in relation to prospective purchases; (iii) fulfilling Product sales with Buyers; and (iv) handling of Buyer complaints or product warranties, all in accordance the purpose of the execution of with these Terms or Buyer Contract ("Permitted Purposes") and not disclose it to third parties;
(d) you will only appoint third party Processors to Process Buyer Data on its behalf for the Permitted Purpose provided that:
(i) you have conducted (and conduct on an ongoing basis) appropriate due diligence to satisfy yourself that the Processor can implement appropriate technical and organizational measures to Process any Buyer Data in compliance with Applicable Data Protection Laws; and
(ii) you enter into a written contract with the Processor that: (i) requires the Processor to Process the Buyer Data on behalf of and only on instructions from the Seller; (ii) requires the Processor to implement appropriate technical and organizational measures to protect the Data against any accidental or unlawful destruction, loss, alteration, or unauthorized disclosure or access (a "Security Incident"); and (iii) conforms with Data Protection Laws in all other respects; and
(iii) you remain fully liable for all Processing of the Buyer Data conducted by its Processor(s) and for any breach of these Terms that is caused by an act or omission of its Processor(s);
(e) you will not process any Buyer Data (nor permit any Buyer Data to be processed) in a territory outside the UK or EEA or participate in a Restricted Transfer unless you have taken such measures as are necessary to ensure the transfer is in compliance with the Applicable Data Protection Law;
(f) implement appropriate technical and organizational measures to adequately protect Buyer Data as required by the Applicable Data Protection Laws and in particular that such Buyer Data is protected from accidental or unlawful destruction, loss, alteration, or unauthorized disclosure or access;
(g) comply with any necessary audits undertaken by Miravia to ensure compliance of the above warranties and to immediately inform Miravia of any Security Incident affecting Buyer Data upon becoming aware of the same;
(h) In the event that Seller receives any correspondence, enquiry or complaint from a data subject, regulator or other third party ("Correspondence") related to (a) the disclosure of the Buyer Data for the Permitted Purpose; or (b) processing of Buyer Data, it shall promptly inform Miravia giving full details of the same, and the Parties shall cooperate reasonably and in good faith in order to respond to the Correspondence in accordance with any requirements under Applicable Data Protection Law.
Neither Miravia nor any of its affiliates is responsible or liable for your fulfilment of your obligations under applicable data protection and privacy laws.
B. For the avoidance of doubt, in relation to such Personal Data the liability and obligations of Miravia and its affiliates under applicable data protection and privacy laws are entirely independent of and separate from the liability and obligations of yours under such laws. Miravia shall have no liability to You for the compliance, by Miravia or its affiliates, with its or their own obligations under applicable data protection or privacy laws, including without limitation in relation to the exercise by Buyers or other individuals of their rights regarding their Personal Data processed in connection with any services and products provided by Miravia.
C. Rights to Information. Miravia will own all information regarding Buyers, Orders and the supply of the Services, including payments, Fees, disbursements, refunds, cancellation penalties, adjustments, etc. and Miravia will not be liable to pay any royalties or fees to you in connection with the use of any such information.
11. Liability – Limitations & Indemnification
A. No liability for inaccuracies or errors. The Platform, Seller Center, the Services are provided on an "as is" basis. Any information and any materials provided by or through the Platform, Seller Center, the Services may contain errors and Miravia and Miravia Affiliates expressly exclude liability for any such errors to the fullest extent permitted by applicable laws. Any link found on the Help Center or the Tools is provided for your convenience and for further information. It does not signify that Miravia endorses the contents thereof and Miravia has no responsibility for the content of external links.
B. No liability for unavailability. You acknowledge that the availability of the Services, Platform, Seller Center is subject to:
(a) availability of resources, including resources under the control of Miravia and availability of a suitable network infrastructure;
(b) geographic and technical capability of communication networks and other delivery systems;
(c) provisioning time that may be required by Miravia to provide the Services; and
(d) you meeting the technical requirements for accessing Seller Center from time to time.
C. No warranties. Except as expressly provided for in the Terms, Miravia makes no other representations or warranties of any kind, express or implied, including: (a) implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement; (b) that the Platform, Seller Center, the Services will meet your requirements, will always be available, accessible, uninterrupted, timely, secure, or operate without error; (c) that the information, content, materials, or products included on the Platform or Seller Center will be as represented by Miravia or that Miravia will perform as promised or the Buyers’ warranty of purchase and the like; (d) any implied warranty arising from course of dealing or usage of trade; and (e) any obligation, liability, right, claim, or remedy in tort, unless arising from acts of fraud, gross negligence or willful misconduct by Miravia.
D. Correction of documents or content. Any typographical clerical or other error or omission in any acceptance, invoice, Seller Content or other document on the part of Miravia shall be subject to correction without any liability for Miravia.
E. Indemnity. You will defend, indemnify and hold Miravia and Miravia Affiliates, and our respective officers, employees, directors, contractors, partners, agents, subcontractors and representatives, harmless from, and at Miravia's option defend Miravia against, any and all Claims arising out of, or related to:
(a) any actual or alleged breach of your undertakings, representations, warranties, or obligations set forth in the Terms or the Buyer Contract;
(b) any incorrect, misleading, or erroneous information provided to Miravia or any third party in connection with the Services;
(c) any non-compliance by you with any applicable laws or the Policies, including any losses in respect of shipment of Prohibited and Controlled Products incurred by Miravia or its sub-contractors;
(d) any tax liability, tax compliance costs and corresponding damages incurred by Miravia or Miravia Affiliates in connection with your activities, arising out of your non-compliance with the applicable tax laws or your misrepresentation that makes us unable to timely, accurately and completely fulfil our or Miravia Affiliates’ responsibilities where being deemed as having tax obligations on your Order; or
(e) your own website or other sales channels, the Products, any Seller Contents, the advertisement, offer, sale or return of the Products, any actual or alleged infringement of any Intellectual Property Rights by the Products or the Seller Contents, or seller taxes (duties, fees and other charges, etc.) or the collection, payment or failure to collect or pay seller taxes. If at any time Miravia reasonably determines that any indemnified claim might adversely affect Miravia, Miravia may take control of the defences at your expense. You may not consent to the entry of any judgment or enter into any settlement of a claim against Miravia without the prior consent by Miravia in writing, which consent may not be unreasonably withheld.
F. Miravia’s liability. Miravia will not be held liable for any damages of any kind, including indirect, incidental, punitive, and consequential, arising out of or in connection with the Terms, the Buyer Contract, the Platform, Seller Center, the Services, the Products (including inability to use the Services or the Tools), or from messages received or transactions entered into on the Platform, provided that Miravia will compensate you for any direct damages resulting exclusively, or primarily from Miravia's fraud, gross negligence or willful misconduct.
G. Limitation of liability. If Miravia is nevertheless found liable, to the fullest extent permitted by applicable laws, and not withstanding any other provision of these Terms, the aggregate liability of Miravia and Miravia's Affiliates and our respective officers, employees, directors, contractors, partners, agents, subcontractors and representatives, and any of them, to you and anyone claiming by or through you, for all Claims resulting from or in any way related to the Terms shall not exceed EUR5,000 (EURO FIVE THOUSAND) (or such equivalent amount in local currencies of the Territory). It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by applicable laws.
H. Deadline for claims. To the extent permitted by applicable laws, any claim by you under the Terms must be notified to Miravia within 45 days from the Order date. For the avoidance of doubt, Miravia will not be liable for any claim you make after said deadline. Any such claim shall comply with prevailing Policies.
12. Termination
A. Miravia’s Termination Right. Miravia may unilaterally and immediately terminate these Terms and restrict your use of the Services upon the occurrence of any of the following:
(a) you being in breach of any provision of the Terms, Policies or applicable laws and failing to remedy the same within 30 days from being so notified (“Notice Period”);
(b) you being (i) repeatedly in breach of the Terms or Policies; or (ii) Miravia is subject to a legal or regulatory notice, order or obligation that requires Miravia to terminate the provisions of the Services in a manner which does not allow Miravia to meet the Notice Period;
(c) (in the case of an individual) you being adjudicated a bankrupt or have any similar action taken against you in any jurisdiction, or (in the case of a company) you passing a winding up resolution or a court of competent jurisdiction making an order for the same;
(d) the issuance of a judicial management or administrative order in relation to you, or the appointment of a receiver over, or an encumbrance taking possession of, or the sale of, your assets;
(e) you making an arrangement or composition with your creditors generally or applying to a court of competent jurisdiction for protection from its creditors; or
(f) you ceasing or threatening to cease to carry on business.
B. Seller’s Termination Right. Provided Miravia has not corrected these within 14 days from your written notice to Miravia of the occurrence of any of the following, you have the right to immediately terminate these Terms by providing written notice to Miravia’s customer service (including where applicable through Partner Support Centre): (a) Miravia’s Payment Service Provider delaying payment for more than thirty (30) days without reason; (b) Miravia’s Affiliate delaying returns for more than sixty (60) days without valid reason; (c) the making of a judicial management or administration order in relation to Miravia or the appointment of a receiver over Miravia’s assets; (d) the making of an arrangement or composition by Miravia with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors; or (e) Miravia ceasing or threatening to cease to carry on business.
C. Termination with Notice. Either Party may unilaterally terminate these Terms without cause by providing thirty (30) days’ prior written notice to the other Party.
D. Consequences of Termination. Upon termination of these Terms, you will notify Miravia of all concluded Buyer Contracts which have yet to be performed. Notwithstanding any termination for any reason and without prejudice to any applicable after-sales obligations, you remain responsible for the fulfilment of any pending Order and Miravia’s Payment Service Provider shall fulfil any pending Payment obligations. Miravia shall have the discretion whether to complete or cancel any pending Services, and you shall pay any fees in connection with Services that are completed.
E. Surviving Provisions. Any provision of the Terms that, by its nature, is meant to survive the term or termination, shall survive such term or termination.
13. Miscellaneous
A. Agreement Prevails. Unless expressly agreed otherwise by the Parties, these Terms will prevail over any other agreement, terms or conditions regarding the subject matter, pre-contractual negotiations, and to the exclusion of all other terms proposed by either Party (including any terms or conditions which you purport to apply under any purchase order, confirmation order, specification, invoice or other document) and no terms or conditions endorsed upon, delivered with or contained in any other document or with the Products, will form part of the Terms. The Terms will apply to the relationship between the parties in addition to any specific terms agreed to herein or specifically agreed by the Parties from time to time. In the event of any conflict or inconsistency between these Terms, Schedules, Annexes and the Policies, the provisions shall prevail in accordance with the following order (i) Annexes, (ii) Schedules, (iii) Terms; and (iv) Policies. In case of conflict between the English version and the version in any other language of these Terms, the English version shall prevail.
B. Interpretation. The singular includes the plural and vice versa, as the context may require. Headings are inserted for convenience only and will be ignored when construing these Terms. The term “including” or “include” shall mean “including, without limitation”, unless the context otherwise requires. A statutory provision shall include that provision and any regulations made in pursuance thereof as from time to time modified or re-enacted, whether before or after the date of the Terms, and shall include also any past statutory provision or regulation (as from time to time modified or re-enacted) which such provision or regulation has directly or indirectly replaced.
C. Communications. Unless otherwise provided in these Terms or agreed to between the parties, all notices, requests, demands and other communications hereunder must be in writing and will be deemed to have been fully given and received when sent with recognized overnight delivery service, registered mail or email one (1) Working Day after being deposited for next-day delivery with a recognized overnight delivery service or emailed, or three (3) Working Days after being mailed by registered mail, charges and postage prepaid, to the recipient’s address set forth in these Terms or any other address that the recipient may specify by notice to the other Party. If requested by Miravia, you shall provide to Miravia contact details of a designated contact person, whom Miravia may contact regarding any of your responsibilities arising from the Terms.
D. Assignment. You cannot assign, transfer or subcontract all or part of your rights and/or obligations deriving from the Terms, without the prior written consent of Miravia. You agree that Miravia may assign, transfer or subcontract all or part of its rights and/or obligations deriving from the Terms. These Terms will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. Miravia may perform any of its obligations or exercise any of its rights under these Terms through one or more of Miravia Affiliates.
E. Independent Contractors. You and Miravia are independent contractors, and nothing in the Terms will create any partnership, joint venture, agency, franchise, sales representative relationship or exclusivity between the parties. The Terms will not cause the establishment of any relationship of employment between the parties or with any person who provides services to either. You have no authority to make or accept any offers or representations on behalf of Miravia.
F. No Third Party Rights. These Terms and all of the representations, warranties, covenants, conditions, and provisions hereof are for the sole and exclusive benefit of Miravia, Miravia Affiliates and you. Other than as regards the rights of Buyers against you, nothing in the Terms will be construed as giving any third party any rights whatsoever.
G. Illegality. Notwithstanding any other provision in the Terms to the contrary, nothing contained herein will oblige Miravia or you to engage in any action or omission to act which would be prohibited by or penalized under applicable laws. The illegality, invalidity or unenforceability of any provision of the Terms under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision. The actual or future invalidity or ineffectiveness of any provision in the Terms will not affect the validity or effectiveness of the whole document.
H. Severability. If any provision in these Terms shall be held to be void but would be valid if deleted in part or reduced in application, such provision shall apply with such deletion or modification as may be necessary to make it valid and enforceable.
I. No Waiver. The failure of a Party to exercise its rights in case of breach of contract by the other Party will not be considered as a waiver of its rights under the Terms or under applicable laws.
J. Force Majeure. No Party will be liable to the other or be deemed to be in breach of the Terms by reason of any delay or failure to perform any of its obligations due to an event of Force Majeure. Upon the occurrence of any event of Force Majeure, Miravia may, at its option, fully or partially suspend delivery/performance of its obligations hereunder while such event or circumstance continues. If any of the events of Force Majeure will continue for a period exceeding one (1) month, Miravia may notify you that it will terminate the Agreement with immediate effect.
K. Variation. No variation of these Terms will be valid unless (a) expressly agreed to in writing and signed by authorized representative of Miravia; or (b) notified to you as provided in accordance with these Terms.
L. Stamp Duty, All stamp duty and registration fees (if any) in respect of these Terms will be fully borne and paid by you.
M. Governing Law. This Agreement is governed by and shall be construed in accordance with the laws of Singapore
N. Dispute Resolution. Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) under the Arbitration Rules of the SIAC. The seat of arbitration shall be Singapore. The number of arbitrators shall be one, appointed by the SIAC. The arbitration proceedings shall be conducted in English.
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Annex 1 DEFINITIONS
Definitions
(a) 3PL: third party logistics provider.
(b) ACD: Miravia-coordinated Delivery (see explanation under Clause 5A and Annex 2).
(c) Additional Service: is defined in Clause 2(B)(b).
(d) Administrative Fee/Default Fee: the fee specified in Help Center and chargeable to you for non-compliance with these Terms, the Policies, applicable laws or for any reasonable cause.
(e) Affiliate: any entity directly or indirectly controlled by, or controlling, a Party or any affiliate or subsidiary thereof. As regards Miravia, Affiliate is deemed to include entities which are members of the Alibaba, Alipay and Miravia groups of companies.
(f) Alipay: collectively, (i) Alipay Singapore E-Commerce Private Limited, a company incorporated in the Republic of Singapore, with its registered office at 51 Bras Basah Road, #04-08 Lazada One, Singapore 189554, the Republic of Singapore, and (ii) Alipay (Europe) Limited, S.A. a public limited liability company (société anonyme) organised under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg trade and companies register (R.C.S. Luxembourg) under number B188095, having its registered office at 9, rue du Laboratoire, L-1911 Luxembourg.
(g) Annex: any annex to these Terms. The Annex(s) form(s) an integral part of these Terms.
(h) Applications: the software application, website or other interface that are developed, owned and/or operated by Developers on the Miravia Open Platform in accordance with the Miravia Open Platform Developer Terms.
(i) Applicable Data Protection Law: means all worldwide data protection and privacy laws and regulations, applicable to the personal data in question, including, where applicable EU/UK Data Protection Law;
(j) Miravia marketplace entity: Arise Operating E-Commerce Private Limited (Company Registration Number 202218799Z) a company incorporated under the laws of Singapore having its registered office at: 51 Bras Basah Road #04-08 Lazada One, Singapore,189554. All references to “Miravia” in the Terms shall refer to Arise Operating E-Commerce Private Limited unless otherwise specified.
(k) Miravia’s Channels: software, applications, tools, browser extensions and/or platforms operated and/or controlled by Miravia.
(l) Miravia Logistics: Arise Netherlands E-commerce B.V., an entity established in the Netherlands to provide logistics and/or logistics related services.
(m) Miravia Mall Program: the program operated by Miravia through which, Seller who meet the eligibility criteria for participation in the Miravia Mall Program will be entitled to additional features, services, incentives and benefits provided by the Platform, details of Miravia Mall Program available at Help Centre.
(n) Miravia Open Platform: the online platform owned and operated by Miravia as part of the Miravia Open Platform Developers Program.
(o) Miravia Open Platform Developers Program: the program operated by Miravia through which the Miravia Open Platform is made available to Developers to develop and integrate their Applications with the Miravia systems via open APIs, and share the Applications to Sellers.
(p) Miravia Open Platform Developer Terms: the terms and conditions applicable to Developers using the Miravia Open Platform, as available on the Miravia Open Platform (as amended from time to time).
(q) Buyer: a user, who purchases Product(s) on the Platform.
(r) Buyer Contract: each Order by Buyer and accepted by Seller, which is governed by the terms of sale on Miravia.
(s) Buyer Data: means any Personal Data relating to Buyers and/or users of the Platform which the Seller has access to via the Platform and which is under the Control of the Seller (such as Personal Data relating to Buyer purchases from a particular Seller and/or Personal Data of users who have corresponded with a Seller in relation to prospective purchases).
(t) Buyer Shipping Cost: means the shipping cost to be borne by Buyer when the total order price placed by the Buyer does not meet the minimum spend that entitles Buyer to benefit from free shipping.
(u) Cancellation Penalty: the charge applicable for a Cancelled Order. The Cancellation Penalty amount is as indicated in Help Center.
(v) Cancelled Order: an Order cancelled or rejected by you, or cancelled due to your lack of compliance with any provision of these Terms.
(w) Claims: liens, damages, losses, liabilities, obligations, penalties, fines, fees, claims, litigation, demands, defences, judgements, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including third party claims, reasonable attorney’s fees, consultants’ fees, experts' fees and other costs of litigation).
(x) Commission: the percentage (as applicable at the time the Order is placed, available at Commission Rates) of the Listing Price, as specified in Help Center. For the avoidance of doubt, the Listing Price for these purposes is inclusive of Value Added Tax, Shipping Cost or, where applicable, the Buyer Shipping Cost (or part thereof on a pro-rata basis when order were placed with multiple Sellers) and is exclusive of any incentives or benefits provided by Miravia to the Seller.
(y) Confidential Information: any information proprietary to a party to these Terms or an Affiliate thereof, that is disclosed to the other party or an Affiliate thereof, whether marked as confidential or not, that should be considered confidential information under the circumstances. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was lawfully obtained and provided to the recipient by a third party.
(z) Controller(s): shall have the meaning given in EU/UK Data Protection Law.
(aa) Data Subject: shall have the meaning given in EU/UK Data Protection Law.
(bb) Developer(s): Any registered software developer of an Application(s) operated on the Miravia Open Platform subject to the Miravia Open Platform Developers Program.
(cc) EUR: means the lawful currency of the Member States of the European Union participating in the economic and monetary union as contemplated in the Treaty on European Union.
(dd) EU/UK Data Protection Law: means (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data (General Data Protection Regulation) (the "EU GDPR"); (ii) the EU GDPR as saved into United Kingdom law by virtue of section 3 of the United Kingdom's European Union (Withdrawal) Act 2018 (the "UK GDPR"); (iii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iv) any and all applicable national data protection laws made under, pursuant to or that apply in conjunction with any of (i), (ii) or (iii); in each case as may be amended or superseded from time to time.
(ee) Failed Delivery: an Order that is cancelled for unsuccessful delivery, for example due to: (i) the delivery address (either physical or email) provided by the Buyer or by Miravia being incorrect; (ii) where acceptance of delivery of the Product is required, the Buyer being unable to accept the Product; (iii) where the Product is a physical product, the Buyer refusing to accept the delivery of the Product in accordance with the Policies; or (iv) where the Buyer remains uncontactable after various attempts (the number of delivery attempts shall be determined by the relevant carrier).
(ff) Fee: the service fee payable by you to Miravia in consideration for the provision of Services, which shall be calculated in accordance with Schedule A.
(gg) Force Majeure: any event or cause beyond a Party’s reasonable control including but not limited to: (i) an act of God, explosion, flood, tempest, fire or accident; (ii) war or threat of war, sabotage, insurrection, civil disturbance or requisition, act of terrorism or civil unrest; (iii) Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; (iv) import or export regulations or embargoes; (v) interruption of traffic, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Miravia or Miravia Affiliates, or of a third party); and (vi) health epidemics declared by the World Health Organization.
(hh) Fulfilled Buyer Contract: an Order the status of which is showing as "Delivered" in Seller Center, or is otherwise deemed by Miravia as having been executed by you, including instalments thereof.
(ii) Fulfilment Model: the model of Order fulfilment of physical Products and Product agreed to by the parties and as supplemented by the Logistics Services Agreement (if applicable).
(jj) General Services: is defined in Clause 2(B)(a).
(kk) Inadequate Product: any wrong, faulty, defective, damaged (excluding any Product damaged due to mishandling by Miravia, Miravia Affiliates, a Miravia contractor, or the Buyer), legally non-compliant Product, or a Product that has been publicly or privately recalled, in accordance with the law or the Policies.
(ll) Indirect Tax: Any prevailing indirect tax, including but not limited to any Goods and Services Tax, Value Added Tax, Sales Tax, Service Tax, Customs Duties, Consumption Tax, or its equivalent and as from time to time modified.
(mm) Intellectual Property Rights: All rights in inventions, patents, trademarks, service marks, trade names, copyrights, data rights, database rights, design rights, domain names, trade secrets, know-how and other intellectual property rights (whether registered or unregistered) and all applications for any of them, anywhere in the world.
(nn) Late Payment Interest: The interest payable by Seller on the overdue sum at the rate of eight per cent (8%) per annum above the ECB’s reference rate, calculated on daily basis from the date on which such money falls due for payment to the date such money is actually received by Miravia (as well as after judgment), plus a fixed sum of EUR40 as recovery costs or any amount that may be allowed under relevant regulations.
(oo) Listing Price: the price, including instalments, at which a Good is offered for sale to Buyers by Seller as indicated on the Platform at the time the Order is placed. For the avoidance of doubt, the Listing Price includes any tax applicable under applicable laws, and excludes any coupons or other discounts provided by Miravia to the Buyer.
(pp) Net Proceeds: the Sales Proceeds minus any sums owed by you under these Terms, the Payment Terms or any other agreement entered into by the parties and subject to any chargeback, reversal, refund, withholding for anticipated claims, Administrative Fee/Default Fee and/or deduction, in accordance with these Terms, the Payment Terms or any other agreement entered into by the parties.
(qq) Order: the request placed by a Buyer on the Platform for the purchase of a particular Product
(rr) Payment: Payment of Net Proceeds made or to be made by Miravia (or Miravia’s Payment Service Provider) to you.
(ss) Payment Service Provider: Alipay and its Affiliates, duly licensed or otherwise exempt to provide the payment services to you under all applicable laws.
(tt) Personal Data: any personal information as defined by EU/UK Data Protection Law.
(uu) Platform: means (a) the web and mobile-optimized versions of the website identified by the uniform resource locator “www.Miravia.es”; and (b) Miravia App, the mobile application of the Miravia e-commerce platform available on mobile operating systems (including iOS and Android), or such successor mobile applications, sites and/or domains as may be announced by Miravia from time to time, where Seller may list Products for sale under these Terms, and where Buyer(s) may buy such Products.
(vv) Policies: the rules, guidelines, terms and conditions, etc. applicable to Sellers and Buyers for the use of the Services, Platform, Seller Center, Tools and other Miravia properties, as they may appear on the Platform or Help Center or be communicated from time to time by Miravia.
(ww) Privacy Notice: Privacy Notice as specified in Help Centre.
(xx) Processor: shall have meaning given in EU/UK Data Protection Laws.
(yy) Processing and Process: shall have meanings given in EU/UK Data Protection Laws.
(zz) Product: one (1), or several (if sold together under one Listing Price) good(s) or service(s) (as the case may be) offered for sale by Seller to Buyers pursuant to the Terms.
(aaa) Prohibited and Controlled Products: the Products which are listed as prohibited and controlled products in the Policies, including but not limited to Products which are:
(i) exported or produced from industries, countries and/or regions with comprehensive sanctions;
(ii) subject to import or export prohibition, sanctions or restrictions;
(iii) prohibited by laws, regulations, sanctions and/or trade restrictions in any relevant industry, country and/or jurisdiction worldwide; or
(iv) illegal to be listed or sold under applicable laws and regulations.
(bbb) illegal to be listed or sold under applicable laws and regulations.
(ccc) Promotional Price: means the Retail Price less the discount, promotion, rebate or any other price reductions on the Promotional Product as offered by the Seller.
(ddd) Reference Price(s): means the reference price(s) indicated or displayed next to the Promotional Price of the Promotional Product for Buyer’s reference purpose, including where applicable (i) the recent lowest price, determined using the lowest price of the Promotional Product offered by the Seller on the Platform during the period of 30 days or shorter (in the case of listing of the Promotional Product is shorter than 30 days) immediately preceding the promotion offered by the Seller, and/or (ii) the Retail Price of the Promotional Product or any similar historical price offered by the Seller on the Platform.
(eee) Restricted Transfer: means (i) where the EU GDPR applies, a transfer of Personal Data from the European Economic Area to a country outside of the European Economic Area which is not subject to an adequacy determination by the European Commission; and (ii) where the UK GDPR applies, a transfer of Personal Data from the United Kingdom to any other country which is not based on adequacy regulations pursuant to Section 17A of the United Kingdom Data Protection Act 2018.
(fff) Retail Price: means the original price of the Promotional Product, determined solely by the Seller (considering where applicable the selling price officially recommended or suggested by the manufacturer and provided by manufacturer, supplier or Seller), before taking into consideration of any discount, promotion, rebate or other price reductions.
(ggg) Returned Product: the return of a physical Product to Miravia by a Buyer in accordance with these Terms and/or the Policies, including Inadequate Products. You will retain, or take back from the Buyer as the case may be, ownership, title and risk (save, as regards to risk, where the Product is Fulfilled By Miravia and is under Miravia's care) of all Returned Products.
(hhh) Sales Proceeds: the gross proceeds received from Buyers by Miravia (or its Payment Service Provider) on your behalf.
(iii) Sales Traffic Activities: Additional services consisting in: (i) Shop in Shop, which entails a set of specific design features on the Platform that enhance the visual representation of certain of your Products by means of a dedicated landing page; (ii) Search Engine Optimization, which entails the bidding on relevant keywords related to the Products and/or you on electronic search engines; (iii) Social Media Sales Traffic Activities, which entails the promotion of the Products and/or you on the Platform or social media platforms; (iv) Banner services which entail the bidding on banners related to the Products or the Seller on electronic search engines; (v) Affiliate services, which entail advertising the Products or the Seller on a network of affiliates that work with Miravia; and/or (vi) other sales promotion services agreed to by the parties. For the avoidance of doubt, each of the Sales Traffic Activities are offered according to separate sets of T&Cs, which shall form part of the Policies.
(jjj) Schedule: any schedule to these Terms at the time of acceptance of these Terms and such other schedules that may be incorporated by publication or notification in writing by Miravia from time to time. The Schedule(s) form(s) an integral part of these Terms.
(kkk) Seller Account: An account which you have created with Miravia for access to the Platform and Tools, and by which the Seller may view its Sales Proceeds balance in the wallet maintained with the relevant Payment Service Provider (or otherwise due to the Seller by such provider) and transaction information.
(lll) Seller Center: any tool offered by Miravia to Seller, for the operation of Seller’s operations on the Platform and access to the Services and Tools available at the Seller Center. All references to “Seller Center” shall include the Miravia Help Centre for Sellers available at Help Centre.
(mmm) Seller Content: product information, description, attributes, text, images, and any other relevant and/or legally required information or documentation relating to the Products, including without limitation third party and your trademarks and other Intellectual Property Rights related materials.
(nnn) Services: the services provided by Miravia under these Terms, being the General Services and if applicable and other additional services.
(ooo) Shipping Cost: the fee charged by Miravia's appointed 3PL to Seller for Miravia-coordinated Delivery, as calculated based on the Shipping Fee Rate Card.
(ppp) Shipping Fee Rate Card: is as set out in Help Center.
(qqq) Standard Contractual Clauses: means (i) where the EU GDPR applies, the contractual clauses annexed to the European Commission's Implementing Decision 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council ("EU SCCs"); and (ii) where the UK GDPR applies, the "International Data Transfer Addendum to the EU Commission Standard Contractual Clauses" issued by the Information Commissioner under s.119A(1) of the Data Protection Act 2018 ("UK Addendum").
(rrr) Storage Fee: if applicable, a fee payable for storing the Products in the location designated by Miravia, which fee varies based on whether the Products are stored in a normal storage area or in a cold room (as agreed by the parties).
(sss) Tax: 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 (i) based on gross or net income, (ii) franchise taxes, or (iii) 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.
(ttt) Terms: is defined in the preamble.
(uuu) Territory: means a country or territory within which the Products are intended to be sold pursuant to these Terms.
(vvv) Third Party Channels: means any online or offline channels including but not limited to, software, applications, media channels, social media platforms, websites, TV channels, out-of-home advertising, street banners and/or any other forms of media that are operated and/or controlled by third parties.
(www) Tools: any tools provided by Miravia to you in connection with your access to and use of the Services.
(xxx) Value Added Tax. European Union (EU) Value Added Tax (VAT) Directive or other EU VAT related general law as you see fit.
(yyy) Working Day: a day other than Saturday, Sunday, or a national or state public holiday in the Territory of your working premises.
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Annex 2 MIRAVIA-COORDINATED DELIVERY
These Miravia-coordinated Delivery terms shall apply and shall form part of the Terms of Service (Seller) (“Terms”), if the method of fulfilment of Orders is Miravia-coordinated Delivery.
General terms for Miravia-coordinated Delivery
(a) Logistics Services. A 3PL assigned by Miravia will provide delivery services to the Seller under Miravia-coordinated Delivery, in accordance with the Policies. You shall fulfil the order through and cooperate fully with the 3PL assigned by Miravia to carry out the delivery services. Miravia shall not be obliged to assist you to update the status of delivery on Seller Center, nor shall Miravia be liable to you for any losses you suffer, in the event you do not fulfil the order using the 3PL assigned by Miravia. You acknowledge and agree that the appointed 3PL shall be Miravia Logistics which may be replaced from time to time at Miravia's sole discretion.
(b) Performance of Logistics Services. The appointed 3PL may use any method or route to perform Miravia-coordinated Delivery, including to sub-contract all or part of Miravia-coordinated Delivery to any sub-contractor which such 3PL deems appropriate.
(c) Shipping Costs. Unless otherwise provided in the Terms, you shall be responsible for all costs incurred for shipping the Products. Any costs assessed against or incurred by Miravia's appointed 3PL in relation to shipping will be debited to you. If applicable and unless otherwise specified, you shall also be responsible for payment of all customs duties, and taxes and any other charges related to the shipping and custom clearance of Products.
(d) Import/Export. Miravia, Miravia's appointed 3PL and its Affiliates shall, under no circumstances, be listed as the importer, exporter, consignor or consignee in any export or import documentation. If Miravia or Miravia's appointed 3PL or its Affiliates is listed as the importer, exporter, consignor or consignee in any export or import documentation, Miravia, Miravia's appointed 3PL, and its Affiliates shall have the right to refuse to accept the Product and/or cancel the Order covered by such documents and any costs assessed against or incurred by us will be deducted from amounts payable to you, or by other method at our election. If Miravia or its appointed 3PL decides to support you with the completion of the import procedures of the carrier, Miravia or its appointed 3PL may deduct from amounts or its appointed 3PL payable to you, or by other method at our election, any applicable costs or fees or penalties.
(e) Restricted Destinations. Miravia or its appointed 3PLmay restrict the destinations to which you may ship Products. Miravia or its appointed 3PL has no obligation to provide logistics services to collect or deliver Products to or from any PO Box, overseas address, addresses without proper postal codes, or any non-delivery locations set out in the Policies.
(f) Estimated Shipping Costs. Estimated shipping costs, if any, provided prior to shipment are not binding and you agree that you shall be liable for: (i) the actual shipping costs; or (ii) the estimated shipping costs, even if the carrier determines them to be lower than the estimate submitted to you.
(g) Title and Risk. Title of Products will remain with you until they have been transferred to the Buyer pursuant to the Buyer Contract in the manner contemplated by the Terms. Except as expressly provided by these Terms, at no point in time will title to Products pass to Miravia or Miravia's appointed 3PL or its sub-contractors (if any). Miravia or its sub-contractors shall not be or deemed to be the merchant on record of the Products. Risk of loss or damage of Products will remain with Miravia's appointed 3PL from the time the Products are picked up (as supported by records) until such time the Products are delivered to the Buyer, returned to you, or otherwise handled in accordance with the Terms or the Policies.
(h) Rejection/Re-package/Return of Products. Miravia’s appointed 3PL may reject or re-package (at your expense) any Products for the provision of Miravia-coordinated Delivery, and return such Products in case the Products are not packaged in light of the packaging guidelines as set out by Miravia's appointed 3PL or otherwise not suitable for delivery by Miravia's appointed 3PL or its sub-contractor.
(i) Prohibited and Controlled Products. If your Products fall into any of the prohibited and controlled categories listed in the Policies, Miravia’s appointed 3PL may reject such Products for Miravia-Coordinated Delivery, or to the extent as permitted by applicable laws provide such services to you subject to additional handling charges payable by you.
(j) Fee Deduction. Fees payable by you for Miravia-coordinated Delivery completed by each reconciliation cut-off date shall be deducted from the Sales Proceeds. In the event the Sales Proceeds are repeatedly insufficient to pay the service fees payable to Miravia's appointed 3PL, Miravia's appointed 3PL may issue you an invoice for payment, and you shall pay such invoiced amounts to Miravia's appointed 3PL within ten (10) Working Days from the date of the invoice.
(k) Lien. Miravia's appointed 3PL shall, subject to any applicable law, have a lien on any Products in Miravia’s appointed 3PL's possession for any Fees due and owing from you.
(l) Limitation of Liability. The total liability of Miravia's appointed 3PL to you if there is any loss or damage to Products which are the subject of Miravia-coordinated Delivery and where Miravia's appointed 3PL is responsible for the risk shall be limited to the replacement value of such Products, calculated in accordance with the Policies.
Provided that, if the loss or damage is caused by the Seller’s instructions, the Seller failing to comply with these Terms or the Policies, or related to the decay of perishable Goods, or otherwise directly or indirectly caused by Seller, its agents or contractors, Miravia's appointed 3PL will not be liable for any such loss or damage.
Provided also that any claims relating to any losses or damages under this section must be made by Seller within 30 days from the date of pickup of the Products by Miravia's appointed 3PL.
(m) Carrier Information. You shall not use the carrier account information of Miravia's appointed 3PL, including, without limitation, carrier account number and shipping rates, for any purpose other than for the fulfilment of an Order, nor disclose such information to any third party, and you shall protect such information as Confidential Information.
Specific Terms for Miravia-coordinated Delivery
(a) You will prepare and ship the Order to Miravia’s appointed 3PL's designated location (including any applicable drop-off boxes offered by Miravia’s appointed 3PL or to Miravia’s appointed 3PL) or for pick-up from mutually agreed pick up points (if offered to you), according to the lead times specified in the Policies, provided that, where you fail to comply with the deadline, Miravia's appointed 3PL may modify the deadline and/or to cancel the Order.
(b) You shall stop or cancel any Orders if directed by Miravia. If Buyer has already been charged for such Orders, Miravia will execute refunds (and any adjustments) and credit the applicable Buyer account. You will reimburse us for all amounts credited and costs associated with the refund.
(c) Upon receiving Products that are the subject of an Order, Miravia's appointed 3PL will deliver the Products to the delivery address and designated recipient, in accordance with the Policies.
(d) You shall be responsible for, and bear all risk and liability for the sourcing, sale, packaging, labelling, product quality, and product warranties (if applicable) for all Products delivered using Miravia-coordinated Delivery, and you shall be responsible for all such claims in relation to such Products.
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Schedule A: KEY COMMERCIAL (FEES)
1. Payments
A. Unless otherwise agreed in writing, Payments will be made by Miravia’s Payment Service Provider to you in accordance with the Policies. The Order status on Seller Center may be subject to delays on weekends, public holidays, caused by third parties, or factors outside of Miravia’s reasonable control.
B. Fee: The Fee payable shall be calculated based on:
(a) the Commission; and
(b) if applicable, any Shipping Cost, Cancellation Penalty, Administrative Fee/Default Fee and/or such other fees as set out in the Policies.
For the avoidance of doubt, coupons or other unilateral discounts provided by Miravia to Buyers are not considered in the Fee calculation. Any taxes, including Indirect Tax, payable as regards the Services, will be imposed on top of the Fee and will be paid by you.
Miravia may request Miravia’s Payment Service Provider to set off any amounts owed by Miravia to you against any amounts owed by you to Miravia, including any such amounts under other accounts or shops owned by you.
2. Commission
Commission rates are as indicated in Seller Center. Miravia may provisionally reduce Commission rates for certain Products from time to time.
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Schedule B: LOCAL ADDENDUM
This Local Addendum sets out additional terms and conditions governing your use and access of the Platform in your country. For the avoidance of doubt, this Schedule forms part of the Terms and has the same force and effect as if expressly set out in the body of the Terms. In the event of any conflict or inconsistency between this Local Addendum and the Terms, the provisions of this Local Addendum shall prevail.
Applicable country: the People’s Republic of China
Section Reference | Additional Terms and Conditions | |
1. | Section 5A Fulfilment of Orders | Section 5A shall be deleted in its entirety and the following Section 5A shall be inserted in substitution therefor: D. Fulfilment Models. Orders for physical products are fulfilled under the following Fulfilment Models ("Logistics Services"):
(a) Delivery by Seller: Where you are responsible for the delivery of Products to Buyers using postal services, your own logistics services or a 3PL;
(b) Miravia-coordinated Delivery: Where you are responsible for delivering the Products to Miravia’s designated location or Miravia’s appointed 3PL's designated location or any other sub-contractor of this appointed 3PL's designated location (which may be further regulated under a Logistic Services Agreement (for direct billing purposes) between you and the relevant logistics service provider), for Miravia or such appointed 3PL or its sub-contractor (where applicable) to coordinate and/or conduct the logistics services for the delivery of the Products to Buyers. You acknowledge and agree that the appointed 3PL that shall provide last-mile delivery to Buyers shall be Miravia Logistics which may be replaced from time to time at Miravia's sole discretion; and/or
(c) Fulfilment By Miravia: Where you are responsible for delivering the Products to Miravia’s designated location or Miravia’s appointed 3PL's designated location or any other sub-contractor of this appointed 3PL's designated location (which may be further regulated under a Logistic Services Agreement (for direct billing purposes) between you and the relevant logistics service provider), for Miravia or such appointed 3PL or its sub-contractor (where applicable) to co-ordinate their storage, re-packaging (if necessary) and delivery to Buyers. You acknowledge and agree that the appointed 3PL that shall provide last-mile delivery to Buyers shall be Miravia Logistics which may be replaced from time to time at Miravia's sole discretion and Miravia may itself or through its designated 3PL provide the remaining logistics services for the Sellers.
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2. | Annex 2 MIRAVIA-COORDINATED DELIVERY, paragraph (d)
| Paragraph (d) shall be deleted in its entirety and the following Paragraph (d) shall be inserted in substitution therefor:
Import/Export. Miravia, Miravia's appointed 3PL and its Affiliates shall, under no circumstances, be listed as the importer, exporter, consignor or consignee in any export or import documentation. If Miravia or Miravia's appointed 3PL or its Affiliates is listed as the importer, exporter, consignor or consignee in any export or import documentation, Miravia, Miravia's appointed 3PL, and its Affiliates shall have the right to refuse to accept the Product and/or cancel the Order covered by such documents and any costs assessed against or incurred by us will be deducted from amounts payable to you, or by other method at our election. If Miravia or its appointed 3PL decides to support you with the completion of the import procedures of the carrier, Miravia or its appointed 3PL may deduct from amounts or its appointed 3PL payable to you, or by other method at our election, any applicable costs or fees or penalties. For avoidance of any doubt, under no circumstance shall Miravia or its designated 3PL or its Affiliates be deemed as local economy operator or legal authorised representative of Sellers. Sellers further agree that where applicable under EU laws including but not limited to Regulation (EU) 2019/1020 of the European Parliament and of the Council of 20 June 2019 on market surveillance and compliance of products and amending Directive 2004/42/EC and Regulations (EC) No 765/2008 and (EU) No 305/2011 (the “MSR”), Sellers shall appoint its EU authorised legal representative and provide the information of such EU authorised representative to Miravia before delivering the Products to Miravia’s designated location or Miravia’s appointed 3PL's designated location or any other sub-contractor of this appointed 3PL's designated location.
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3. | Annex 3 FULFILMENT BY MIRAVIA | Annex 3 shall be inserted as below:
1. Fulfilment by Miravia Terms (“FBA Terms”) A. These FBA Terms shall apply and shall form part of the Terms of Service (Seller) (“Terms”), if the method of fulfilment of Orders is Fulfilment by Miravia (“FBA”). B. Where the method of fulfilment of Orders is FBA, Seller is responsible for the sourcing and delivery of the Products to Miravia’s appointed fulfilment centre or pick-up point. The services provided by Miravia under the FBA model (“FBA Services”) comprise:
i) If offered by Miravia, pick-up of Products and transportation to Miravia’s fulfilment centre; ii) Short-term storage of the Products for the purpose of fulfilment of Orders; iii) Picking and packing of Products for fulfilment of Orders; iv) After-sales services such as, customer service and returns and failed delivery processing in respect of the Products. You shall fulfil the order through and cooperate fully with the logistics service provider assigned by Miravia to carry out the delivery services. Miravia shall not be obliged to assist you to update the status of delivery on Seller Center, nor shall Miravia be liable to you for any losses you suffer, in the event you do not fulfil the order using the delivery partner assigned by Miravia. C. Performance of FBA Services. Miravia may use any method or route to perform FBA services, including to sub-contract all or part of FBA services, and to use any sub-contractor which Miravia deems appropriate. D. Title and Risk. Title of Products will remain with you until they have been transferred to the Buyer pursuant to the Buyer Agreement in the manner contemplated by the Terms. Except as expressly provided by these Terms, at no point in time will title to Products pass to Miravia or its sub-contractors (if any). Miravia or its sub-contractors shall not be or deemed to be the merchant on record of the Products. Risk of loss or damage of Products will remain with Miravia from the time the Products are picked up (as supported by records) until such time the Products are delivered to the Buyer, returned to you, or otherwise handled in accordance with the Terms or the Policies. 2. Enrolment in FBA A. Seller may submit a request to enrol in FBA through the designated request channel as notified by Miravia from time to time. In order to enrol in FBA, Seller may be required to meet certain minimum requirements (such as seller account tenure, and minimum sale quantities), as notified in writing by Miravia. Miravia may revise such minimum requirements from time to time. B. Acceptance of any enrolment request shall be at Miravia’s sole discretion and may be conditional on Seller fulfilling additional requirements relating to training and enrolment formalities. C. If Seller’s enrolment request is accepted by Miravia, these FBA Terms shall apply to the Products in respect of which the FBA Services are provided (“FBA Products”). 3. Inbound Process of FBA Products A. Seller shall submit to Miravia all information required by Miravia in respect of the FBA Products. Miravia may accept or reject any inbound request for FBA Products submitted by the Seller. B. The agreed details of the FBA Products shall be set out in an Inbound Order, which shall accompany each shipment of FBA Products to Miravia’s appointed fulfilment centre or pick-up point. C. All FBA Products shall be shipped to Miravia’s appointed fulfilment centre on Delivery Duty Paid (Incoterm DDP 2010) basis unless otherwise agreed in writing. If the FBA Products are shipped from overseas, the Seller shall appoint its own importer-of-record and customs broker, and shall not name or list Miravia or any of its Affiliates as the importer, exporter, consignor or consignee, or customs broker for the FBA Products. If Miravia is listed as the importer, exporter, consignor or consignee in any export or import documentation, Miravia shall have the right to refuse to accept the Product and/or cancel the Order covered by such documents and any costs assessed against or incurred by us will be deducted from amounts payable to you, or by other method at our election. If Miravia decides, in our sole discretion, to support you with the completion of the import procedures of the carrier, Miravia may deduct from amounts payable to you, or by other method at our election, any applicable costs or fees or penalties. D. Unless otherwise agreed with Miravia, the Seller shall ship the FBA Products specified in the Inbound Order to Miravia’s appointed fulfilment centre, at the appointment date and time specified in the Inbound Order. If FBA Products arrive at Miravia’s appointed fulfilment centre outside of the specified appointment dated and time, Miravia shall be entitled to either accept the FBA Products, or reject and return them to Seller at the expense of Seller. E. Miravia may, at its discretion, provide the Seller with pick-up services for the FBA Products from the pick-up location agreed with the Seller. If such pick-up services are offered and accepted by the Seller, the Seller shall comply with the processes and supply the information required for Miravia to provide such services, including standard operating procedures, weight and size restrictions and packaging requirements. F. Miravia may also inform the Seller in of any restrictions on scheduling or volumes, and Seller will comply with such restrictions. G. Miravia may, at its discretion and prior to or at the time of agreement on the Inbound Order, request the Seller to have its delivery personnel or representative attend at Miravia’s appointed fulfilment centre for the time period required by Miravia to inbound the FBA Products (“Seller Attended Inbound Request”), which attendance period shall not exceed four (4) hours. i) If the Seller complies with a Seller Attended Inbound Request and the inbound process is completed within the attendance period, any FBA Products which is rejected for inbounding due to the Products’ failure to comply with Clause 4A and 4B below shall be immediately returned to Seller via its delivery personnel or representative. ii) If Seller complies with a Seller Attended Inbound Request but the inbound process is not completed within the agreed attendance period, any FBA Products which is rejected for inbounding after the end of the agreed duration due to the FBA Products’ failure to comply with Clause 4A and 4B below shall be processed in accordance with Clause 4D below. iii) If Seller elects not to comply with a Seller Attended Inbound Request, any FBA Products which is rejected for inbounding due to the FBA Products’ failure to comply with Clause 4A and 4B below shall be processed in accordance with Clause 4D below, save that Miravia shall have no liability to Seller for any loss or damage to such rejected FBA Products from the time they were shipped to Miravia’s appointed fulfilment centre until the time that such FBA Products are retrieved by the Seller. 4. Requirements for FBA Products A. FBA Products shall comply with Miravia’s requirements as notified on the ASCP(Alibaba Supply Chain Platform), Seller Center or other channels designated by Miravia. These requirements include (but are not limited to):
i) minimum expiry dates or periods;
ii) packaging requirements to ensure the integrity of the FBA Products delivered to Miravia’s appointed fulfilment centre.
iii) labelling requirements (in addition to any mandatory requirements under the applicable law);
iv) prohibitions and exclusions of certain types of products, such as prohibited and controlled categories listed in the Policies, illegal or prohibited, hazardous, toxic or radioactive products, or products which require special storage or handling.
Miravia (or Miravia’s 3PL) may reject or re-package (at your expense) any Products for the provision of FBA Services, and return such Products.
B. All FBA Products shall correspond strictly with the details of the Inbound Order. Seller shall further provide any other additional information required by Miravia to accompany every shipment of FBA Products, such as list of barcodes for each item, warranty details, expiry date for each item, as well as gross and net weight.
C. Miravia may reject any shipment of FBA Products which is not accompanied by a valid and corresponding Inbound Order, as well as any other additional information which the Seller is required to provide.
D. In the event that FBA Products shipped to Miravia’s appointed fulfilment centre do not comply with the Inbound Order or the requirements applicable to FBA Products, or are not accompanied by the additional information required by Miravia, Miravia may refuse such shipment of FBA Products. Miravia will notify the Seller of such refusal in writing within ten (10) Working Days. Upon receipt of said written notice, Seller shall retrieve at Seller’s expense such rejected shipment within the following timelines:
i) within one (1) day, if Miravia reasonably determines that the FBA Products create a safety, health or liability risk to Miravia, its personnel or sub-contractors;
ii) within two (2) Working Days, if the FBA Products do not comply with the requirements relating to minimum expiry dates or periods;
iii) within seven (7) Working Days, if the refusal is due to any other reason. E. If Seller fails to retrieve any rejected FBA Products within the above timelines or other timelines as set out by Miravia and notified to Seller on the Seller Center or other electronic tools made available by Miravia to Sellers, the rejected FBA Products will be deemed abandoned and Miravia may dispose of the FBA Products in any manner it deems appropriate. Title to abandoned refused FBA Products will transfer to Miravia at no cost to Miravia for the purpose of such disposal, and Miravia will retain all proceeds, if any, received from the disposal of any abandoned refused FBA Products. If the proceeds of the disposal are insufficient to cover the costs of such disposal, Miravia shall be entitled to recover such uncovered costs from the Seller.
F. Alternatively, Miravia may elect to return the rejected shipment to the Seller, or accept the FBA Product for inbounding subject to re-packaging or re-labelling of any FBA Products which do not comply with the packaging or labelling requirements, and may recover all incurred expenses from the Seller.
G. Miravia’s acceptance of the FBA Products at the appointed fulfilment centre does not:
i) indicate or imply that any FBA Products have been delivered in accordance with Miravia’s inbound requirements set out above and are free of loss or damage; or
ii) indicate or imply that Miravia actually received the number of units of FBA Products specified by Seller or in the Inbound Order for such shipment; or
iii) waive, limit or reduce any of Miravia’s rights under the Terms or these FBA Terms. 5. Seller Obligations A. Seller shall be responsible for, and bears all risk and liability for the sourcing, sale, original packaging, product quality and product warranties (if applicable) for all FBA Products. All claims in relation to the FBA Products, whether raised by any relevant authorities, the Buyer or any third party, shall be the responsibility of the Seller, save for any responsibility of Miravia in respect of the FBA Services expressly specified in these FBA Terms. For the avoidance of doubt, Seller shall be responsible to meet all legal and regulatory requirements in relation to such Goods and Products, including without limitation their preparation, labelling, original packaging, handling, storage, transportation and delivery, prior to the receipt of these Goods and Products by Miravia. B. If required by law, Seller shall be responsible to take out appropriate insurance covering the events mentioned above as well as any other obligation under these Terms.
C. Seller will process, fulfil and cancel Orders in accordance with Miravia’s policies, as notified on Seller Center or other written means from time to time.
D. Seller shall promptly notify Miravia of any actual or potential recall, or safety alert, relating to the FBA Products, and provide all necessary assistance to Miravia in connection with such recall or safety alert. All expenses incurred by Miravia in connection with such recall or safety alert of the FBA Products shall be borne by the Seller. 6. Storage for Fulfilment A. Miravia will provide temporary storage services for FBA Products once it confirms inbounding of the FBA Products at the appointed fulfilment centres, and will keep electronic records that track inventory of FBA Products by identifying the number of FBA Products stored in Miravia’s fulfilment centres.
B. Miravia will not be required to physically mark or segregate items from other inventory Products owned by Seller. If Miravia elects to commingle the FBA Products with other products of Seller, both Miravia and Seller agree that the records of Miravia will be sufficient to identify which products are the FBA Products of Seller. Miravia may, at its discretion, move and distribute the FBA Products between its local fulfilment centres.
C. Miravia may impose storage fees for FBA Products which have been stored in Miravia’s fulfillment centres above a certain aging period. Miravia will notify Seller of the details of the storage fees at least 15 days prior to implementation of such storage fees. 7. Fulfilment of Orders A. Where a Buyer places an Order to an FBA Product, Miravia will pick and pack the FBA Products and ship the Order to the Buyer at the address specified in the Order. Miravia may ship FBA Products together with products sold by Miravia or other sellers.
B. The Miravia-coordinated Delivery terms shall similarly apply to delivery of Orders for FBA Products. 8. Failed Deliveries & Returns A. Seller shall accept and process refunds and adjustments in respect of FBA Products in accordance with the applicable returns and failed delivery policies published by Miravia from time to time.
B. Returns and failed deliveries of any FBA Products will be received and processed by Miravia at its appointed fulfilment centres. Any sellable returns and failed deliveries of any FBA Products will be placed back into the inventory of the FBA Products of Seller. For the avoidance of doubt, all returns and failed deliveries of any FBA Products which are placed back into the Seller’s inventory are the property of the Seller. Miravia may examine and determine at its sole discretion, acting reasonably, if returns and failed deliveries of any FBA Products are suitable for selling.
C. If Miravia provides replacement FBA Products or a refund to a Buyer and that Buyer returns the original FBA Products to Miravia’s appointed fulfilment centre, Miravia will be entitled to dispose of the returned original FBA Products, or, if they are saleable, Miravia may, at its option place such returned original FBA Products back in the inventory of Seller. If the returned original FBA Products will be put in the inventory, Seller will reimburse Miravia for the replacement value of the returned original FBA Products. D. If Miravia reasonably determines that any returns and failed deliveries of any FBA Products is not in sellable condition, Miravia shall either return such returns and failed deliveries of FBA Products to the Seller or dispose of such returns and failed deliveries of FBA Products without any compensation to Seller, and Miravia may recover any incurred expenses from the Seller. Title to the abovementioned FBA Products will transfer to Miravia at no cost to Miravia for the purpose of such disposal, and Miravia will retain all proceeds, if any, received from the disposal of such FBA Products. If the proceeds of the disposal are insufficient to cover the costs of such disposal, Miravia shall be entitled to recover such uncovered costs from the Seller. 9. Outbound Process A. Miravia may restrict the destinations to which you may ship Products. Miravia has no obligation to provide logistics services to collect or deliver Products to or from any PO Box, overseas address, addresses without proper postal codes, or any non-delivery locations set out in the Policies.
B. Seller may, at any time, request that FBA Products be returned to Seller by submitting a request on the ASCP or other channels designated by Miravia from time to time.
C. Miravia may return FBA Products to Seller for any reason, such as: i) the FBA Products have expired or are close to their expiry date;
ii) no Orders for the FBA Products of the same SKU have been processed in the past twenty-eight (28) calendar days and more than one hundred and fifty (150) calendar days have elapsed since the particular FBA Product was inbounded in to Miravia's appointed fulfillment centres;
iii) the FBA Products are reasonably determined by Miravia to be unsuitable for FBA Services;
iv) the FBA Products are reasonably determined by Miravia to be non-compliant with Miravia’s notified policies (such as counterfeit items, inadequate or unsuitable packaging);
v) the Terms of Service (Seller) is being terminated for any reason; or
vi) the FBA Services are being terminated by either Party for any reason. D. Unless otherwise agreed, Seller shall be responsible for the pick-up of such FBA Products from Miravia’s appointed fulfilment centre within seven (7) Working Days (which Miravia may extend at its sole discretion) after Miravia has notified the Seller in writing to collect the outbounded FBA Products. Miravia may agree to deliver the outbounded FBA Products to the Seller’s delivery address in the same country, at Seller’s expense.
E. Seller shall be responsible for any inspection, check or reconciliation of the quantity and condition of the FBA Products. Upon the Seller’s collection (or, in the case of delivery to the Seller, confirmed receipt at its designated delivery location) of the outbounded FBA Products, they deemed to have been fully returned to Seller in full and good condition, unless any loss or damage of outbounded FBA Products is notified in writing to Miravia at the time of the collection (or confirmed receipt at its designated delivery location, as the case may be). F. If no delivery arrangement has been agreed with Miravia and Seller has failed to collect outbounded FBA Products within the specified duration (as set out by Miravia and notified to Seller on the Seller Center or other electronic tools made available by Miravia to Sellers), the FBA Products will be deemed abandoned and Miravia may elect to dispose of the FBA Products as provided herein in any manner it deems appropriate. Title to abandoned refused FBA Products will transfer to Miravia at no cost to Miravia for the purpose of such disposal, and Miravia will retain all proceeds, if any, received from the disposal of any abandoned refused FBA Products. If the proceeds of the disposal are insufficient to cover the costs of such disposal, Miravia shall be entitled to recover such uncovered costs from the Seller.
G. Seller may, at any time, request that Miravia dispose of FBA Products. Miravia may dispose of FBA Products in any manner it deems appropriate. Title to abandoned refused FBA Products will transfer to Miravia at no cost to Miravia for the purpose of such disposal, and Miravia will retain all proceeds, if any, received from the disposal of any abandoned or refused FBA Products. If the proceeds of the disposal are insufficient to cover the costs of such disposal, Miravia shall be entitled to recover such uncovered costs from the Seller.
H. Seller shall comply with instructions that Miravia may give in relation to any potential suspension of the work in Miravia’s appointed fulfilment centre. 10. FBA Fees A. The service fees for the FBA Services (“FBA Fees”) shall be set out in the rate cards published on the ASCP, seller center or other channels designated by Miravia from time to time.
B. The FBA Fees are exclusive of any taxes (such as Consumption Tax) applicable to the FBA Services, unless otherwise stated in the rate cards. All payments to be made by Seller to Miravia shall be made free and clear of, and without deduction for or on account of, any taxes unless Seller is required to make such a payment subject to the deduction or withholding of taxes, in which case the sum payable by Seller shall be increased to the extent necessary to ensure that Miravia receives a sum net of any withholding or deduction equal to the sum which it would have received had no such deduction or withholding been made or required to be made. If Miravia is required under the law of any jurisdiction to deduct or withhold any sum as taxes imposed on or in respect of any amount due or payable to Seller, Miravia will make such deduction or withholding as required, and Miravia will provide Seller with a certificate or any similar document proving that amounts deducted refer to withholding taxes.
C. FBA Fees and other sums due and payable to Miravia (or Miravia’s designated service providers) under these FBA Terms shall be deducted from the Sales Proceeds in your Seller account. In the event the Sales Proceeds are repeatedly insufficient to pay the service fees payable to Miravia, Miravia may issue you an invoice for payment, and you shall pay such invoiced amounts to Miravia within ten (10) Working Days from the date of the invoice. Any invoice or payment error will be reversed and corrected in the next payment cycle.
D. Any enquiry or dispute in respect of FBA Fees or any payment of the same shall be made to Miravia within the time period stated in the Terms, or one hundred and twenty (120) days from the date of the invoice or payment, whichever is earlier.
E. From time to time, Miravia may offer promotions, rebates or discounts to the Seller in respect of the FBA Fees. The terms of such promotions, rebates or discounts will be determined solely by Miravia.
F. In the event any amount due and payable to Miravia is unpaid by the Seller for at least thirty (30) days after the due date of such amount, Miravia may suspend any further FBA Services pending receipt of full payment.
11. Claims A. If there is loss or damage caused by Miravia to any FBA Products while they are being stored at any of Miravia’s fulfilment centres, Miravia will pay Seller the replacement value of the FBA Products and Seller will, at Miravia’s request, provide Miravia with a valid tax invoice or invoice for the replacement value paid to Seller. B. Miravia shall not be liable for any loss or damage to FBA Products if such loss or damage Miravias in connection with the decay or degradation by reason of the products’ perishable nature, improper original packaging of the products, or the Seller’s non-compliance with the Policies. C. Payment of the replacement value shall be the Seller’s sole remedy against Miravia, its Affiliates and sub-contractors in respect of the FBA Services. Miravia shall not be responsible for any other losses suffered by the Seller, in particular any indirect or consequential losses, loss of sales or profits, loss of goodwill and loss of reputation. D. All claims by Seller to Miravia in relation to FBA Products in Miravia’s fulfilment centres shall be made via the FBA Claims Module on the ASCP or such other channel specified by Miravia from time to time (“System”). E. On the first calendar day of each month, the System will generate a draft claim based on a previous inventory cycle for Seller’s review and decision on whether to submit the claim. If the claim is submitted by Seller, Miravia will inform Seller of the claim outcome and Seller shall have an opportunity to dispute the claim outcome within a timeline stipulated by Miravia. While there is a pending claim submitted by Seller or a pending dispute to the claim outcome, no further claim can be made by Seller until the pending claim or dispute to the claim outcome is completely resolved. F. Seller must further submit claims or disputes to a claim outcome (if any) in accordance with the timelines stipulated in the System. Unless expressly specified to the contrary, Seller must raise claims in respect of the FBA Services within twelve (12) months from the date the claim first arose. G. Any claims or disputes to a claim outcome for FBA Products by Seller which fail to comply with the communicated process and platform requirements, as well as the timelines stipulated by Miravia, shall be deemed waived by Seller. H. Miravia may, without notice to the Seller, dispose of any FBA Products that are: (i) marked as damaged by Miravia under the System; and (ii) listed in the System claims report, and may carry out such disposal in any manner Miravia deems appropriate. Title to these FBA Products will transfer to Miravia at no cost to Miravia and Miravia shall be entitled to retain all proceeds, if any, received from the disposal of these FBA Products. 12. ASCP (Alibaba Supply Chain Platform) or Other ToolsA. Miravia may provide tools, including the ASCP, to the Seller, in order for Seller to access and manage its FBA Products inventory and the FBA Services.
B. The storing of Policies and transmission of any notification, amendment, instruction, request, correspondence or other communication to the Seller by Miravia may be made through any tools, dashboard(s) or medium(s) employed by Miravia including but not limited to ASCP or Seller Center. C. The Seller is responsible for supplying and authorising access to the tools to its authorised personnel or representatives, to allow such personnel or representatives to access and manage the FBA Services and FBA Products inventory. Seller shall not share the password to such tools with any unauthorised personnel or representative, or use the tools for any other purpose other than in accordance with these FBA Terms.
D. The Seller shall not dispute any action on the tools, including the ASCP, made on the Seller’s account, unless Miravia has been given prior written notice that the access to the Seller’s account resulting in such action is unauthorised. E. The tools are provided on an "as is" basis. Seller acknowledges that any information and any materials provided by or through the tools, including the ASCP, may contain inaccuracies or errors, and Miravia and its Affiliates expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law. Any link found on the tools is provided for Seller's convenience to provide further information. Unless otherwise stated, it does not signify that Miravia endorses the contents thereof and Miravia has no responsibility for the content of external links. 13. Force MajeureA. In addition to the Force Majeure provisions of the Terms, Miravia shall have no liability to Seller in respect of FBA Products in Miravia’s custody that are lost or damaged by reason of floods, storms, natural calamities and/or other acts of God. If Miravia successfully makes any claims against its own insurance policies in respect of such lost or damaged FBA Products and receives payment from its insurers in respect of the same, Miravia shall pass on the proceeds it receives from such claims to Seller. B. In addition to the Force Majeure provisions as set out under this Terms, the following shall also be regarded as events of Force Majeure: a. Interruption of production or operation, difficulties in obtaining raw materials, labour, fuel parts or machinery; and b. Power failure or breakdown in machinery.
C. Upon the occurrence of any of the Force Majeure events set out of the Terms, Miravia (as applicable) may, at its option, fully or partially suspend delivery/performance of its obligations hereunder while such event or circumstance continues. If any of the Force Majeure events shall continue for a period exceeding one month, Miravia may forthwith terminate these Terms upon giving notice in writing to the Seller. 14. Termination of FBA Services A. Either Party may terminate the FBA Services without cause by providing at least fourteen (14) days’ prior written notice to the other Party. B. If any amount due and payable to Miravia remains unpaid by the Seller for at least sixty (60) days after the due date, Miravia may terminate the FBA Services immediately upon written notice to the Seller. 15. General Lien of FBA Products A. Miravia shall, subject to any applicable law, have a lien on any Products in Miravia’s possession for any Fees due and owing from you. B. Miravia shall have a general lien against any and all FBA Products for any Fees due and owing from you as well as any reasonable expenses incurred by Miravia for the preservation of the FBA Products pursuant to applicable Law. Miravia shall provide written notice to Seller of its intent to exercise the general lien, the exact amount of monies due and owing, as well as any ongoing storage or other charges. In the event that the Seller does not make full payment of such outstanding monies owed to Miravia within fourteen (14) days of such notice, Miravia shall have the right to sell the FBA Products in respect of which it has exercised its general lien at a public or private sale or auction and any net proceeds remaining thereafter shall be refunded to the Seller. Seller represents, warrants and undertakes that the FBA Products are and shall be free and clear of liability and liens (other than pursuant to this paragraph). Seller shall remain liable for any outstanding monies which remain unpaid after Miravia has sold the FBA Products, to the extent that these exceed the proceeds from the sale of the FBA Products. C. For the avoidance of doubt, in the event that Miravia is enforcing the general lien referred to above, it may at its sole discretion choose not to provide any of the FBA Services in relation to the FBA Products in relation to which the general lien is being exercised.
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Part B: Version updated on 15th of September 2022, effective as of 15th September 2022
Welcome to the Arise Platform (defined below). Please read these Terms of Service (Seller) (including all Schedules and Annexes) (“Terms”) carefully. These Terms govern your use and access of the Platform as a seller and are agreed between you (“Seller”, “you”, "your") and the Arise marketplace entity (referred to in this Terms as “Arise”, “we”, “us”) on the date you click the “I Accept” button or any other similar button or action to complete your online sign-up process to become a Seller on the Platform (“Effective Date”). Capitalized terms used in these Terms of Services shall have the meanings assigned to such terms in Annex 1.
BY REGISTERING FOR AND USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS, AND ALL POLICIES OF THE PLATFORM AVAILABLE AT SELLER HELP CENTER INCORPORATED BY REFERENCE.
Overview
1. Arise Services to You (Clause 2 of the Terms)
Arise (or 3PL or its Payment Service Provider) offers you general services consisting of:
the listing of your products;
customer services (for a limited time);
order processing;
logistics coordination,
and other additional services that you may request and that we may offer you.
2. Products You Can Sell (Clause 8 of the Terms)
You can sell products that are legally permitted to be sold and that comply with our Policies. Since you are selling the products directly to Arise buyers, you are responsible for all matters related to the products that you sell on Arise including but not limited to ensuring that the product content, product quality and origin, and financial invoice comply with applicable laws and tax obligations. After shipping your products, you are responsible for providing after-sales service, including returns and product warranties.
Not all products and brands of products are permitted to be sold on the Platform at all times. If changes to our Policies or practices impact products or brands of products offered by you on the Platform, Arise will, where commercially practicable to do so (as determined by Arise in its sole discretion), notify you of the change in Policy and/or selling restriction.
3. Fulfilment (Clause 5 of the Terms)
There are two types of fulfilment models – Delivered by Seller and Arise-Coordinated Delivery, and the orders must be ready to ship.
4. Payment (Clauses 2 and 3 of the Terms)
Arise’s Payment Service Provider will periodically remit to you the Sales Proceeds after making the relevant deductions, including without limitation applicable Taxes and Fees due and payable to Arise for offering the Services to you.
5. Data Protection (Clause 10)
You are a Controller of certain Buyer Data that you Process in connection with your provision of services via the Platform. You will use that Buyer Data for limited purposes and ensure its security, both in connection with your use of the Platform and any Applications you use via the Open Platform.
6. How To End Our Relationship (Clause 12 of the Terms)
You may end your seller relationship with Arise at any time and without penalty by providing us 30 days’ written notice of your intention to discontinue the use of our services.
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1. Acceptance
A. Acceptance. Any person who wants to access the Platform and use the Services to sell Products must accept these Terms and the Policies. You shall provide a copy of any documents requested by Arise’s Payment Service Provider upon entering into the Terms by uploading the same to Seller Center. Arise’s Payment Service Provider may verify these documents and other submitted information prior to effecting Payments.
B. Variations. Arise may change any of these Terms, and any fees, procedures and Policies governing the Services, the Platform or Help Center at any time. These changes will take effect fifteen (15) days after publication on the Platform, Help Center, or other form of notification (in a durable medium) to you unless exceptional circumstances apply (such as to comply with a legal requirement or address an unforeseen and imminent danger to protect you or a business user from fraud, malware, spam, data breaches or other cybersecurity risks) that require a shorter term. You are responsible for reviewing notices and Policies, and your continued use of the Services, the Platform, and/or Seller Center following the changes taking effect will constitute your acceptance of such changes. If you do not agree to any such changes, you must stop using the relevant Services, the Platform, and Seller Center (except to the extent required in the Terms), and contact Arise’s customer service, including where applicable through Partner Support Center on Help Center to deactivate your Seller Account]] upon which these Terms will be terminated. For the avoidance of doubt, newer versions of the Terms supersede older versions, unless otherwise agreed by Arise.
2. Services & Fees
A. Platform. Arise provides a platform for Sellers to offer Products for sale to Buyers, and for Sellers to complete transactions with Buyers. Except as set out in the Terms, and to the extent permitted by applicable law, Arise is not involved in the actual transaction between Seller and Buyers nor is Arise obliged to verify the accuracy, completeness and legality of the Seller Content published on the Platform. As seller of the Products, it is your responsibility to ensure the sale is legal, accurately describe the Products, and ensure that the Products are packaged, shipped, warranted and fulfilled in accordance to all the applicable sales and after sales obligations required by law or by trade, and that the Products are consistent with the Seller Content. You use the Services, the Platform and Seller Center at your own risk.
B. Services. The Services provided by Arise (or 3PL o its or Payment Service Provider) under these Terms are classified as:
(a) General Services ("General Services") consisting of:
(i) providing supporting services enabling your listing and publishing of Seller Content regarding the Products you offer for sale on the Platform;
(ii) providing the Platform for you to offer Products for sale;
(iii) limited Buyer care services, including coordinating and answering Buyer enquiries and processing returns;
(iv) Order processing;
(v) logistics coordination and related services if the fulfilment model is Arise-Coordinated Delivery;
(vi) collection, reconciliation and execution of all Sales Proceeds by Arise’s Payment Service Providers; and
(vii) other services ancillary to the Services;
The General Services include Arise providing information to you in relation to each Order as necessary under these Terms. You agree that Arise may provide you with electronic copies of documents such as tax invoices, receipts, credit notes, debit notes, or any other documents for compliance with applicable laws.
C. Fee: In consideration of the provision of Services, Arise (or 3PL or its Payment Service Provider) shall be entitled to charge and invoice you the Fee. Unless otherwise indicated, all amounts payable by you to Arise (or 3PL or its Payment Service Provider) are exclusive of Taxes that may be levied by any jurisdiction. Taxes will be added to the amounts payable by you to Arise (or 3PL or its Payment Service Provider) or deducted by Arise (or 3PL or its Payment Service Provider) directly from your account as applicable and as required by law such that the net amount actually received by Arise (or 3PL or its Payment Service Provider) equals the full amount of the payment due hereunder. For greater certainty, Taxes will not be added to the amounts payable by you to Arise (or 3PL or its Payment Service Provider) where you have provided Arise (or 3PL or its Payment Service Provider) with evidence to our satisfaction of a lawful and applicable exemption for such Taxes.
D. Settlement. Unless otherwise agreed in writing, settlement of any amounts due to Arise (or 3PL), including without limitation the Fees, shall be effected by setting off against funds in your Seller Account with Arise’s Payment Service Provider (and/or Sales Proceeds as the case may be).
3. Sales Proceeds – Payment
A. Payment. You authorize Arise’s Payment Service Provider to (a) collect the Sales Proceeds and in general any sums due or owing under these Terms and hold the same; (b) calculate and process customer payments, refunds, and adjustments; (c) remit the Net Proceeds; and (d) deduct and/or pay to Arise, to Arise Affiliates, and to third parties (including but not limited to logistics providers and Buyers) any amounts you owe to them in relation to your use or transactions on the Platform. You acknowledge and agree that payments may be collected from Buyer through authorized service providers (such as logistics providers or offline payment channel operators) where applicable.
B. Treatment and Release of Sales Proceeds. You agree that:-
(a) Buyers satisfy their obligations to you as regards the Buyer Contract when Arise’s Payment Service Provider receives the Sales Proceeds. The obligation of Arise’s Payment Service Provider to remit funds received on your behalf is limited to the Net Proceeds (which is the Sales Proceeds minus any sums owed by you to Arise, Arise Affiliates or third parties (including but not limited to logistics providers and Buyers) in relation to your use or transactions on the Platform, and subject to any chargeback, reversal, refund, withholding for anticipated claims, Administrative Fee/Default Fee and/or deduction in accordance with these Terms and the Policies. The Payment will represent an unsecured claim. For the avoidance of doubt, you will not receive interest or any other earnings on Sales Proceeds or Net Proceeds; and
(b) Subject to 8D of the Terms, Arise’s Payment Service Provider will release the Net Proceeds to you within 30 days from the occurrence of any of the following events: -
(i) the Order is properly delivered; or
(ii) the prescribed time limit for the Buyer’s to confirm receipt of the Order has elapsed, whichever comes first.
C. No responsibility. None of Arise or 3PL or Arise’s Payment Service Provider will bear any responsibility with respect to the legality of transactions occurring between Sellers and Buyers relating to the Orders made through the Platform.
D. Remedies and No Waiver. Arise may instruct Arise’s Payment Service Provider to delay, suspend or cancel any Payment if Arise reasonably concludes that your actions and/or performance in connection with these Terms or the Buyer Contract are likely to result, or have resulted, in a breach of any provision of these Terms or the Policies and/or any failure to perform any due obligation under these Terms, any disputes, chargebacks or other third party claims (including Buyer claims), or if there are any sums owed by you to Arise, Arise may instruct Arise’s Payment Service Provider to withhold Payment for the longer of: (a) 2 years; (b) the completion of any investigation regarding your actions or performance; or (c) the resolution of any dispute. Where a Payment is cancelled, such Payment shall be forfeited to Arise’s Payment Service Provider and you give up all claim and right to such monies. Any Payment made by Arise’s Payment Service Provider to you will not in any way be considered as a waiver of Arise’s rights or recognition of compliance with your obligations under these Terms.
E. Late Payment Interest. Without prejudice to any other rights and remedies which Arise has against you, if any sums payable by you to Arise under the provisions of these Terms shall become due and be unpaid, you shall pay to Arise the Late Payment Interest, calculated on daily basis from the payment due date until such money is actually received by Arise.
F. Deduction of Tax. To the extent required by applicable laws, Arise may (or may request its Payment Service Provider to) deduct any and all taxes, duties, fees and other charges in connection with any Order, Payment or otherwise under these Terms or the Buyer Contract where Arise has such an obligation. If Arise is required under applicable laws to deduct or withhold any sum as taxes imposed on any amount due or payable to you, Arise will make such deduction or withholding as required and the amount payable to you will be reduced accordingly. Arise will provide you with a document proving that amounts deducted refer to taxes applicable to you. If Arise is held liable for any taxes or tax compliance costs in connection with the Sales Proceeds and/or the Payments, you shall indemnify Arise for such tax liability or tax compliance costs irrespective of when such tax liability is assessed. For avoidance of doubt, Sellers are responsible for your own taxes.
G. Enquiry or Dispute. To the extent permitted by applicable laws, any enquiry or dispute about any Order and/or Payment (excluding any claim in respect of Arise-Coordinated Delivery must be received by Arise within 45 days from the Order delivery date, failing which you shall be deemed to have waived the right to dispute such Payment. Any enquiry or dispute about any Payment shall be managed in accordance with prevailing Policies.
4. Access to Services and Tools
A. Access to Seller Account. You are responsible for supplying and authorizing access to your Seller Account to your authorized personnel, and for ensuring that any person filling in or signing any document, operating the Seller Account, or handling the Products, on your behalf (other than a Arise employee, contractor or agent specifically mandated by Arise) has full power and authority to do so on your behalf. All actions taken by any person accessing or using the Seller Account, Services or Tools on your behalf shall be deemed duly authorized unless you have given Arise advance written notice of such person’s lack of authority by removing the relevant access rights. You are responsible for taking due care to protect and restrict access to your Seller Account.
B. Accuracy of Seller Account Information. You are responsible for ensuring that all information (including email and bank account details) provided or made available by you or your authorized personnel on Seller Account is accurate and complete at all times. You shall bear all consequences ensuing from any incorrect information provided and Arise’s Payment Service Provider shall have no responsibility to verify any information, take any steps to rectify the situation, or remit any Payment to you.
C. Use of the Arise Open Platform. In addition to the Services and the Tools, you may register new Seller Applications or use Applications provided by Developers in the operation and management of your Seller Account or shops owned by you via the Arise Open Platform. When you purchase or make use of such Applications in connection with the Arise Open Platform:
(a) where such Applications are provided by Developers, you will enter into a separate license agreement with the applicable Developer which complies with the requirements of the Arise Open Platform Developer Terms. Arise shall not be taken to have endorsed any Application and Arise has no responsibility for the Applications provided by Developers and/or created by you;
(b) without prejudice to Clause 10 below, you warrant and undertake only authorize Developers to access and Process Buyer Data under your control via an Application where:
(i) you have conducted (and conduct on an ongoing basis) appropriate due diligence to satisfy yourself that the Developer can implement appropriate technical and organizational measures to adequately protect any Buyer Data Processed via the Open Platform to standards required by Applicable Data Protection Laws; and
(ii) the Developer is engaged by you under appropriate data processing terms which:
(A) meet the requirements of Applicable Data Protection Laws, including but not limited to EU/UK Data Protection Laws; and
(B) prohibit the Developer from Processing any Buyer Data other than in accordance with your instructions as Controller (including any specific instructions in relation to the transfer of Buyer Data out of the EEA and/or UK) and for the purpose of providing its Application services to you in compliance with such terms;
(c) when you authorize a Developer to access the Buyer Data granted by you via the Seller Center, such authorization will constitute your confirmation that you have complied with the above. Such authorization granted may be revoked or amended as permitted within the Seller Center and/or otherwise under the terms of use of the Arise Open Platform;
(d) you shall be fully responsible, and bear all risks and liability for any actions and/or omissions by any Developers engaged by you or by any person accessing or otherwise Processing Buyer Data through your access token. Without limiting the generality of the foregoing, and to the fullest extent permitted by applicable laws, Arise expressly excludes any liability in connection with the processing of any data (including Buyer Data) by you or any Developers engaged by you in connection with the Arise Open Platform or your Seller Account.
5. Fulfilment of Orders
A. Fulfilment Models. Orders for physical products are fulfilled under the following Fulfilment Models ("Logistics Services"):
(a) Delivery by Seller: Where you are responsible for the delivery of Products to Buyers using postal services, your own logistics services or a 3PL;
(b) Arise-coordinated Delivery: Where you are responsible for delivering the Products to the appointed 3PL's designated location or any other sub-contractor of this appointed 3PL's designated location (which may be further regulated under a Logistic Services Agreement (for direct billing purposes) between you and the appointed 3PL), for such appointed 3PL or its sub-contractor (where applicable) to coordinate and/or conduct the logistics services for the delivery of the Products to Buyers. You acknowledge and agree that the appointed 3PL shall be Arise Logistics which may be replaced from time to time at Arise's sole discretion.
B. Delivery by Seller
(a) Approval by Arise. You may use “Delivery by Seller” as a fulfilment model only if expressly approved by Arise in writing.
(b) Seller’s Responsibilities.
(i) You will prepare and ship Products under the Buyer Contract to the address specified in the relevant Order within the lead times set out in the Policies. If you fail to comply with the stipulated deadline, Arise may modify the deadline and/or cancel the Order.
(ii) You shall update the status of delivery on Seller Center within the deadline specified in the Policies.
(iii) You shall stop or cancel any Orders if directed by Arise. If Buyer has already been charged for such Orders, Arise will execute refunds (and any adjustments) and credit the applicable Buyer account. You will reimburse us for all amounts credited costs associated with the refund.
(iv) You will ensure that Arise is at all times supplied with updated Order shipment tracking information.
(v) You shall be responsible for, and bear all risk and liability for the sourcing, sale, packaging, labelling, product quality, and product warranties (if applicable) for all Products delivered using the Delivery by Seller model, and you shall be responsible for all claims in relation to such Products.
(vi) You shall not require Buyer to provide any other document (except to confirm receipt of delivery) during the delivery process.
(vii) You shall accurately and timely inform Arise where the Products are stored at the time of Order placement by the Buyer in order for Arise to accurately and timely assess its responsibility as a marketplace to calculate and collect any applicable taxes on your Order in accordance to the relevant tax laws and regulations in any jurisdictions.
(c) Title and Risk. Title and risk of loss for Products will remain with you at all times, and Arise, Arise's appointed 3PL and its Affiliates will have no liability whatsoever related to the Products including their shipping, storage, delivery delays, damage or loss through Delivery by Seller.
C. Arise-coordinated Delivery (“ACD”)
The ACD Terms set out in Annex 2 shall apply and form part of the Terms.
6. Returns, Failed Deliveries and Inadequate Product
A. Returns and and Failed Deliveries. All Orders will be handled in accordance with our Returns and Refund Policy as specified in Help Centre. In the event that Arise or its Affiliates or Arise's appointed 3PL are required to provide additional services to collect, deliver, process or store any returned or failed delivery parcels for you, such additional fees or expenses may be charged to you and be set off against funds in your Seller Account.
B. Refund of Commission. Arise will refund you the Commission related to any Failed Delivery or Order returned for Buyer convenience.
C. Costs of Failed Delivery/Inadequate Product.
(a) In case of Failed Delivery, Arise or its Affiliates or Arise's appointed 3PL may require you to bear costs associated with the Failed Delivery where the underlying reason for Failed Delivery is Seller's fault.
(b) In case of an Inadequate Product, you will promptly notify Arise of any Inadequate Product (or the threat of a public or private recall) and cooperate and assist Arise with returns, including by initiating the procedures for returning Products to you. You will bear all costs associated with the return and refund or replacement, and unless the shipping has been arranged by you, the Shipping Cost for the shipment of the Product to the Buyer, from the Buyer to the relevant Arise Affiliate or Arise's appointed 3PL and from Arise Affiliate or Arise's appointed 3PL back to you.
D. Cost of Customer Return Product.
(a) No Obligation to Return Products. Subject to the Policies, Arise or its Affiliates or Arise's appointed 3PL is not obliged to return any Products to you if such return would not be reasonably practicable (including if the value of Products is disproportionately low relative to the cost of returning Products).
(b) Return Value Added Service (RVAS). Return address provided by you should be a final address within a local location where the Order is shipped to (“Local Area”), otherwise, Arise may, at its discretion, direct the Buyer to return the products to storage, and/or warehouse designated by Arise, thereupon, Seller may, at its own cost and discretion, choose to scrap or return the returned Products to an address out of Local Area to the extent permitted by and subject to due compliance with all applicable laws, rules and regulations.
E. Inability to Return Products. If (a) Arise Affiliate or Arise's appointed 3PL is unable to return the Products to you despite taking reasonable efforts in accordance with the Policies (for example, if your delivery address is incorrect) or (b) Arise Affiliate or Arise's appointed 3PL reasonably determines that it is not reasonably practicable to return the Product to you pursuant to Paragraph E above, Arise Affiliate or Arise's appointed 3PL may examine, release, dispose of or sell the Products in any manner it sees fit, without any liability or payment obligations to you.
F. Sales Proceeds. In case of Failed Delivery: (a) where received by Arise’s Payment Service Provider, Sales Proceeds will be refunded to the Buyer; and (b) where received by you, the Net Proceeds will be refunded to Arise's Payment Service Provider.
G. No Responsibility. Arise and its Affiliates will not be responsible for any risk or be liable for any claims, demands, liabilities, expenses, losses, cost or damage in connection with any Failed Delivery and Returned Products (including due to a threatened recall) and will claim all costs incurred in that respect from you.
7. Arise Rights
A. Arise’s Rights. If the Products, your service or your behavior on the Platform do not comply with these Terms, the Policies, applicable laws or for any reasonable cause, Arise may at any time (a) delay or suspend listing of, or to refuse to list, or to de-list any or all Products; (b) cancel, limit or suspend any promotion, pricing or traffic benefits; (c) reset your store name; (d) instruct Arise’s Payment Service Provider to withhold amounts in your Seller Account, and such amounts may be applied towards refunds to entitled Buyer, reimbursement of rebate or discount extended by Arise to you, and any costs, fees, penalties or fines imposed by any competent authorities; (e) allow a Buyer to cancel an Order because the Platform or the Products are unavailable following the commencement of a transaction; (f) cancel an Order on behalf of a Buyer or the Platform, and/or (g) require you to pay an Administrative Fee/Default Fee and any costs, fees, penalties or fines imposed by any competent authorities.
In addition and subject to prior written announcement by Arise, Arise may, or may cause any of its Affiliates as well as Alipay and its Affiliates, to require any or certain types of Sellers to pay or be withheld certain amounts to secure the performance of your obligation under these Terms and/or to mitigate the risk of returns, chargebacks, claims, disputes, violations of these Terms and the Policies, or other risks to Arise, Alipay or third parties. These amounts may be refundable or non-refundable in the manner Arise may determine from time to time, and failure to comply with these Terms and the Policies, may result in their forfeiture.
B. Deactivation of Seller Account. Arise may deactivate your Seller Account after 30 days from Arise’s written notice (in a durable medium) with the reason for deactivation to you (unless Arise determines, in its sole and absolute discretion, that exceptional circumstances require immediate deactivation of your Seller Account to protect against the risk of liability, in which case Arise shall be entitled to deactivate your Seller Account immediately and without notice), and instruct Arise’s Payment Service Provider to withhold all outstanding payables to you if (a) you breach any obligations under these Terms and/or the Policies or applicable laws relating to Intellectual Property Rights; (b) you sell counterfeit products or other products prohibited from use, distribution or sale under applicable laws, these Terms and/or prohibited by the Platform; (c) breach any applicable laws; and/or (d) you use the Platform, the Services and Seller Center in a fraudulent or abusive manner; and/or (e) upon request of competent authorities under any applicable laws.
C. Compliance Purposes. For the purposes of prevention of fraud, compliance with applicable laws or these Terms, or other commercially reasonable reasons, Arise may impose order value or transaction limits on your Seller Account and/or your Product listings; and/or open and inspect any Product and any storage, facility and/or warehouse in which the Products are stored. When required to do so by competent authorities, Arise may disclose information relating to your Seller Account, Products and Orders to these authorities.
In order to maintain transaction order compliance and security on the Arise Platform, if you are in breach or suspected by Arise to be in breach of applicable laws and regulations related to trade restrictions and economic sanctions, Arise may suspend or close transaction orders which it deems relevant, and take other measures as it may in its sole discretion deem fit in response to such breach or suspected breach.
D. Third Party Service Providers. Arise may work with and/or use the services of its Payment Service Provider or other third party service providers in connection with the Services. Notwithstanding anything to the contrary in the Terms, all payment services provided to you in connection with your use of the Platform shall be provided by Arise’ Payment Service Provider. For the avoidance of doubt, all references to payment processing or related payment services (including collection and execution of Sales Proceeds, and treatment of Net Proceeds), including but not limited to in Sections 2B, 3A, 3B, 3D, 5B(c)(iii), 6B, 7B and 12D of the Terms, shall be deemed to be provided by Arise’s Payment Service Provider and not Arise, and shall be subject to any relevant additional payments terms of service of Arise’s Payment Service Provider which can be accessed at Alipay Services Agreement (“Payment Terms”).
You acknowledge and agree that Arise does not at any time provide, and is not holding itself out as providing, any payment services to you in connection with your use of the Platform, and all collection and execution of all Sales Proceeds is performed by such Payment Service Provider.
E. Variation of Order. In the event of a breach of any obligations under these Terms, the Policies or applicable laws, or should Arise have reasons to suspect you are conducting or may conduct actions that are harmful to the Buyer, third-party right holders or Arise, Arise may reject any particular form of Order or payment for the Products and not honour or accept any discounts, coupons, gift certificates, or other offers or incentives made available by you to Buyer.
F. Treatment of Orders. In the event of a breach of any obligations under these Terms, the Policies or applicable laws, or should Arise have reasons to suspect you are conducting or may conduct actions that are harmful to the Buyer, third-party right holders or Arise, Arise may withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or unilaterally cancel any Order. You will stop and/or cancel orders of Products if so asked by Arise (unless you have transferred the Products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). Where you have already received the Net Proceeds, you will refund any Buyer that has been charged for an Order that Arise has stopped or cancelled.
G. Risk of Credit Card Fraud. Between Arise and you, you will not be required to bear the risk of credit card fraud (e.g. fraudulent purchases arising from the theft or unauthorized use of a Buyer’s credit card information) occurring in connection with the Order, except with respect to: (a) Orders that you do not fulfil in accordance with the Order information, or (b) any fraud directly or indirectly linked with you. You will bear all other risk of fraud or loss, including any losses suffered by Arise, its Affiliates, and/or its partners, for any breach of your warranties and undertakings per Clause 8 of these Terms. You will promptly inform Arise of any changes to the nature or specifications of the Products or any pattern or behavior of fraudulent or other improper activity with respect to any of the Products that may result in a suspicion or higher incidence of fraud or other impropriety associated with transactions involving the Products.
H. Sales Traffic Activities. Arise may subject the Products or you to Sales Traffic Activities, use mechanisms that rate, or allow Buyers to rate or review the Products and/or your performance as a seller and Arise may make these ratings and reviews publicly available.
8. Seller Representations, Warranties, Undertakings and Authorizations
A. General Undertakings: By using the Services and Tools provided by us or a Arise Affiliate, you undertake, represent and warrant that:
(a) you have the legal and acting capacity to enter into these Terms and perform the sale of the products and the provision of services pertaining to them, pursuant to all applicable laws and regulations (i) in targeted territory; and (ii) where applicable, in the originating or transit countries and regions, which you undertake to comply with at all times. In particular, but without limitation, you confirm that and undertake to continue to be the holder of all the licenses and administrative permits required for the lawful commercialization of the products on Arise;
(b) you shall (i) comply with all applicable laws and regulations, including all sanctions, export control, anti-bribery, anti-corruption and tax laws relating to your activities; (ii) be responsible for and pay all taxes and other charges arising out of or associated with these Terms or the Buyer Contract, except to the extent that Arise calculates, collects and pays the applicable taxes as required by law in the capacity of a marketplace; and (iii) obtain all necessary rights, licences, permits, or approvals required for the offer, advertising, and sale of the Products on or through the Platform;
(c) you shall comply with these Terms, the Policies and any additional terms, including any end user licence agreement;
(d) you shall include all information and supporting documents required by applicable law including issue a valid invoice to the Buyer, and ensure that any information provided under these Terms is accurate, current, complete and is not misleading;
(e) you shall fulfil all Orders for Products at their stated quantity and price to Buyers and be responsible for any error in the Listing Price;
(f) you shall comply with all applicable laws regarding Intellectual Property Rights and you shall not infringe any Intellectual Property Rights;
(g) you shall not post, display or disclose any materials which infringe the Policies;
(h) you shall not use or allow anyone to use the Platform, the Services and Seller Center in an unlawful, inaccurate, misleading, false, fraudulent, defamatory, trade libellous, tax evasive or otherwise unsuitable manner including:
(i) opening multiple shops or duplicating stock keeping units on the Platform without Arise’s approval;
(ii) generating fraudulent, repetitive or otherwise invalid clicks, impressions, queries or other interactions, whether through the use of automated applications or otherwise;
(iii) conducting activities such as gambling, sweepstakes, raffles and lotteries or participate in any activities related to so-called pyramid or Ponzi schemes, or any other illegal, immoral or antisocial activities;
(iv) purchasing items sold on the Platform for commercial use or for use on behalf of a third party;
(v) being a party to any transaction which is not for the bona fide sale and purchase of Products (for example, where the primary or associated purpose is for (A) the encashment of vouchers, codes, and/or rebates; (B) gamification for the purpose of accumulation of any rebates, loyalty points, and/or credit and/or cycle-selling operations etc.; and (C) any other act that constitutes cheating (including reselling, re-purchase of your own Products which is subsidized by Arise, and re-directing sales);
(vi) any activities with the aim to avoid or evade any applicable taxes in relation to your Order, or to provide any misleading or fraudulent information with tax relevancy.
(i) you shall not access content and information that concerns any party other than you, transmit unsolicited communications, interfere with the proper working of the Platform or Seller Center, transmit any viruses, Trojan horses, or other harmful code, or attempt to bypass any mechanism used to detect or prevent such activities; and
(j) you shall not intentionally expose Arise and/or Arise Affiliates, and our respective officers, employees, directors, contractors, partners, agents, subcontractors, representatives etc., to undue risk or otherwise engage in activities that Arise determines to be harmful to Arise and Arise Affiliates’ operations, reputation, or goodwill.
B. Undertakings in relation to Products: You undertake, represent and warrant that:
(a) the Products are of merchantable quality, fit for their purpose, free from defects, and conform to their listed specifications;
(b) the Products and their offer for sale are not prohibited by applicable law and/or Arise Policies or practices, either now existing or which may in the future exist, and comply with applicable laws (including all minimum age, marking and labelling requirements, product warranties, specifications and performance criteria) and conform with the Policies;
(c) you will include all legally required documentation in relation to the Products (including warranty card, warranty information and invoice) and update the same when legally required, and shall provide Arise and/or Buyer any such document upon request;
(d) you have full unencumbered title in the Products and in any materials incorporated in the Products and all the Products are supplied free of all liens, charges or other security interests;
(e) the Products are not (i) Prohibited and Controlled Products; (ii) Inadequate Product; (iii) expired (or soon to be expired) Products; or (iv) counterfeit Products;
(f) you shall provide Arise with any documentation and information supporting your right to sell the applicable Products, including the right, license and/or permit to sell such Products, any documentation giving you the right to distribute the Products, and if needed, the notarized copy, invoice or other proof thereof at your cost;
(g) in case of sale of refurbished Products, imported Products, white label Products, or non-OEM Products, you must comply and strictly follow Arise’s specific content requirements and the specific guidelines defined for such Products on the content production manuals;
(h) you shall comply with standard operating procedures, import procedures, weight restrictions, size restrictions and other shipping and packaging requirements under the Policies and/or applicable law;
(i) if you are setting a promotional price for your Product (“Promotional Product”), for Buyer’s reference purpose, Arise will display the Reference Price(s) next to the Promotional Price.
(j) you shall accurately and timely provide Product information to Arise in order for Arise to accurately and timely assess its responsibility as a marketplace to calculate and collect any applicable taxes on your Product in accordance to the relevant tax laws and regulations in any jurisdictions.
C. Undertakings in relation to Seller Content: You acknowledge, undertake, represent and warrant that:
(a) you are the owner or have lawful rights with respect to the use of Intellectual Property Rights concerning the Products and the Seller Content and you are not aware of any claims that have been made by any third party, or which may arise from your undertakings pursuant to the Terms or the Buyer Contract, with regard to any alleged or actual Intellectual Property Right infringement or other claim, demand or action resulting from the Seller Content, advertising, publishing, promotion, manufacture, sale, distribution or use of the Products;
(b) the Seller Content (i) are not contrary to or prohibited under any applicable laws and regulations, (ii) and comply with applicable laws (including all data protection, minimum age, marking and labelling requirements, product warranties, specifications and performance criteria, etc.) and (iii) conform with the Policies, in particular, the Seller Contents shall not consist of fraudulent or misleading information;
(c) you will not use any intellectual property belonging to us and/or Arise Affiliates without Arise’s prior approval in writing (including participating in actions such as reverse engineering, reverse compiling or otherwise deriving the underlying source code or structure or sequence of any Arise solution or technologies, deleting or altering author attributes or copyright notices, and/or fail to obtain all required permissions when using the Platform to receive, upload, display, distribute, or execute programs or perform other works protected by intellectual-property laws);
(d) you will provide Seller Content that is accurate, up to date and in accordance with the Policies (including proper categorization in accordance with the Policies, availability status, stock level and Listing Price of the Products). The Seller Content must include all text, disclaimers, warnings, notices, labels or other indications required by law to be displayed in connection with the offer, merchandising, advertising or sale of the Products and may not contain any sexually explicit, defamatory or obscene materials, or any of yours or a third-party’s marketing material;
(e) Seller Content must be provided in English and/or to the extent required by applicable law, in the language of the countries in which the Products are listed for sale through the Platform. Arise may arrange for the translation of the Seller Content into local language of the country in which Products are listed for sale through the Platform but Arise is not required to verify the accuracy of the translation process and shall not be liable for any errors or omissions arising from translation;
(f) you will not provide any uniform resource locator marks (“URL Marks”) for use on the Platform, or request that any URL Marks be used on the Platform, unless you have the right to publish the Seller Content and have the right and license to sell such Products under applicable laws;
(g) you grant Arise and Arise Affiliates a royalty-free, non-exclusive, and worldwide right and license to use, reproduce, display, modify, and re-format any and all of the Seller Content provided by the Seller in any form, media, or technology now known or not currently known in any manner, on the Platform, Arise’s Channels and/or Third Party Channels and for any purpose which may be beneficial, whether directly or indirectly, to Arise, the operation of the Platform or the performance of the services under these Terms;
(h) Arise may determine the use and placement of Seller Contents, and the structure, appearance, design, functionality and all other aspects of the Platform, the Services, and if any, the Sales Traffic Activities;
(i) Arise may determine the ranking and placement of the Products or Sellers Contents on the Platform considering, among others, the following factors: (i) quality of product image, title and descriptions; (ii) the relevance between search requests from Buyers and; (iii) conversion, ratings and reviews of Products and Sellers; (iv) service capacity; and/or (v) fraud investigation violation;
(j) Arise may determine, offer or launch additional features, incentives and benefits for certain category of Sellers such as Sellers who participate in the AriseMall Program.
(k) Arise may use mechanisms that rate, or allow Buyers to rate or review, your Products and/or your performance as a seller and we may make these ratings and reviews publicly available. Arise shall not be responsible for the reviews and ratings generated by the mechanisms or Buyers, in respect of any Products and/or your performance;
(l) these Terms confer on you no rights of ownership or title, license, or other Intellectual Property Rights in any tangible or intangible property, including software (e.g. the Platform, Seller Center and any application programming interface or other software) and data (e.g. sales data, performance data, Buyer data, Seller Center data and Seller Center name) used, obtained or created under these Terms. If such rights were nevertheless to have accrued to it for any reason whatsoever, you assign, dispose or otherwise transfer (and effect the transfer of) the full and exclusive ownership of all such rights to Arise or any other party designated by Arise, free of charge, or for a nominal fee; and
(m) nothing herein contained will be deemed to limit or restrict our or any third party’s rights to assert claims for violation of any Intellectual Property Rights against you.
D. Additional Representations and Warranties: Use of the Services, the Platform, and Seller Center is limited to parties that can enter into and form contracts under applicable law. You represent and warrant that:
(a) (in the case of an individual) (i) you are not a minor and have full power, capacity and authority to enter into and perform your obligations under the Terms; and (ii) any information provided or made available by you is at all times accurate and complete;
(b) (in the case of a company) (i) you are, and will remain at all times, a business duly organized, registered, validly existing and in good standing under the laws of the country in which the business is registered; (ii) you have full power, capacity and authority to enter into and perform your obligations under the Terms; and (iii) any information provided or made available by you or your Affiliates is at all times accurate and complete;
(c) you and any person or entity that has a financial interest in your business, or any person or entity acting on your behalf: (i) have no affiliation with any Arise employee which may result in a potential or actual conflict of interest; (ii) have not been barred or otherwise prevented from selling on Arise; or (iii) have not been involved in any lawsuit or claim that has a bearing on the Terms;
(d) you and your Affiliates are not the subject of any trade restrictions, sanctions or other legal restrictions enacted by any country, international organization or jurisdiction;
(e) you are not, and: (i) your director(s), officer(s), controlling party or parties, Affiliates; and/or (ii) legal jurisdiction in which any of the foregoing persons or entities is organized or has operations in are not, persons, entities or jurisdictions that are subject to any sanctions of any governmental, international or regulatory entities; and
(f) for products, services, software, and technologies (including the services, software and technologies provided by Arise) available on the Arise Platform, you comply with all applicable laws and regulations related to trade restrictions and economic sanctions.
E. Continuing Obligations. You undertake and warrant that all your representations, warranties and undertakings in the Terms will be fulfilled and will remain true and correct at all times. In the event any of them become unfulfilled, untrue or incorrect, you will promptly inform Arise of the same and rectify the situation to Arise’s satisfaction (without prejudice to any other rights or remedies of Arise).
9. Confidential Information
A. Restriction on Disclosure. The recipient of any Confidential Information will not disclose that Confidential Information, except to Affiliates, employees, and/or agents who need to know it and who have agreed in writing to keep it confidential. The recipient will ensure that those people and entities use Confidential Information only to exercise rights and fulfil obligations under the Terms and keep the Confidential Information confidential. The recipient may also disclose Confidential Information when required by law after giving the discloser reasonable notice and the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure.
B. Survival of Obligations. The rights and obligations of the parties under this Clause shall survive the termination of the Terms.
10. Data Protection
The parties are each Controllers of Buyer Data processed in connection with the Platform for the Permitted Purpose (as defined below).
A. Use and Processing of Personal Data.
You undertake, represent and warrant that:
(a) you have your own Controller data protection and privacy compliance responsibilities with respect to the Buyer Data;
(b) you undertake to ensure that in relation to such Personal Data you are and will be fully compliant with all applicable data protection and privacy laws, including without limitation maintaining your own records of such Personal Data of the platform (to the extent required under applicable laws), complying with direct marketing laws, and responding to requests by individuals to exercise their rights under such laws;
(c) you will process Buyer Data only for the purposes of: (i) your offering Products to Buyers on the Platform; (ii) corresponding with users of the Platform in relation to prospective purchases; (iii) fulfilling Product sales with Buyers; and (iv) handling of Buyer complaints or product warranties, all in accordance the purpose of the execution of with these Terms or Buyer Contract ("Permitted Purposes") and not disclose it to third parties;
(d) you will only appoint third party Processors to Process Buyer Data on its behalf for the Permitted Purpose provided that:
(i) you have conducted (and conduct on an ongoing basis) appropriate due diligence to satisfy yourself that the Processor can implement appropriate technical and organizational measures to Process any Buyer Data in compliance with Applicable Data Protection Laws; and
(ii) you enter into a written contract with the Processor that: (i) requires the Processor to Process the Buyer Data on behalf of and only on instructions from the Seller; (ii) requires the Processor to implement appropriate technical and organizational measures to protect the Data against any accidental or unlawful destruction, loss, alteration, or unauthorized disclosure or access (a "Security Incident"); and (iii) conforms with Data Protection Laws in all other respects; and
(iii) you remain fully liable for all Processing of the Buyer Data conducted by its Processor(s) and for any breach of these Terms that is caused by an act or omission of its Processor(s);
(e) you will not process any Buyer Data (nor permit any Buyer Data to be processed) in a territory outside the UK or EEA or participate in a Restricted Transfer unless you have taken such measures as are necessary to ensure the transfer is in compliance with the Applicable Data Protection Law;
(f) implement appropriate technical and organizational measures to adequately protect Buyer Data as required by the Applicable Data Protection Laws and in particular that such Buyer Data is protected from accidental or unlawful destruction, loss, alteration, or unauthorized disclosure or access;
(g) comply with any necessary audits undertaken by Arise to ensure compliance of the above warranties and to immediately inform Arise of any Security Incident affecting Buyer Data upon becoming aware of the same;
(h) In the event that Seller receives any correspondence, enquiry or complaint from a data subject, regulator or other third party ("Correspondence") related to (a) the disclosure of the Buyer Data for the Permitted Purpose; or (b) processing of Buyer Data, it shall promptly inform Arise giving full details of the same, and the Parties shall cooperate reasonably and in good faith in order to respond to the Correspondence in accordance with any requirements under Applicable Data Protection Law.
Neither Arise nor any of its affiliates is responsible or liable for your fulfilment of your obligations under applicable data protection and privacy laws.
B. For the avoidance of doubt, in relation to such Personal Data the liability and obligations of Arise and its affiliates under applicable data protection and privacy laws are entirely independent of and separate from the liability and obligations of yours under such laws. Arise shall have no liability to You for the compliance, by Arise or its affiliates, with its or their own obligations under applicable data protection or privacy laws, including without limitation in relation to the exercise by Buyers or other individuals of their rights regarding their Personal Data processed in connection with any services and products provided by Arise.
C. Rights to Information. Arise will own all information regarding Buyers, Orders and the supply of the Services, including payments, Fees, disbursements, refunds, cancellation penalties, adjustments, etc. and Arise will not be liable to pay any royalties or fees to you in connection with the use of any such information.
11. Liability – Limitations & Indemnification
A. No liability for inaccuracies or errors. The Platform, Seller Center, the Services are provided on an "as is" basis. Any information and any materials provided by or through the Platform, Seller Center, the Services may contain errors and Arise and Arise Affiliates expressly exclude liability for any such errors to the fullest extent permitted by applicable laws. Any link found on the Help Center or the Tools is provided for your convenience and for further information. It does not signify that Arise endorses the contents thereof and Arise has no responsibility for the content of external links.
B. No liability for unavailability. You acknowledge that the availability of the Services, Platform, Seller Center is subject to:
(a) availability of resources, including resources under the control of Arise and availability of a suitable network infrastructure;
(b) geographic and technical capability of communication networks and other delivery systems;
(c) provisioning time that may be required by Arise to provide the Services; and
(d) you meeting the technical requirements for accessing Seller Center from time to time.
C. No warranties. Except as expressly provided for in the Terms, Arise makes no other representations or warranties of any kind, express or implied, including: (a) implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement; (b) that the Platform, Seller Center, the Services will meet your requirements, will always be available, accessible, uninterrupted, timely, secure, or operate without error; (c) that the information, content, materials, or products included on the Platform or Seller Center will be as represented by Arise or that Arise will perform as promised or the Buyers’ warranty of purchase and the like; (d) any implied warranty arising from course of dealing or usage of trade; and (e) any obligation, liability, right, claim, or remedy in tort, unless arising from acts of fraud, gross negligence or willful misconduct by Arise.
D. Correction of documents or content. Any typographical clerical or other error or omission in any acceptance, invoice, Seller Content or other document on the part of Arise shall be subject to correction without any liability for Arise.
E. Indemnity. You will defend, indemnify and hold Arise and Arise Affiliates, and our respective officers, employees, directors, contractors, partners, agents, subcontractors and representatives, harmless from, and at Arise's option defend Arise against, any and all Claims arising out of, or related to:
(a) any actual or alleged breach of your undertakings, representations, warranties, or obligations set forth in the Terms or the Buyer Contract;
(b) any incorrect, misleading, or erroneous information provided to Arise or any third party in connection with the Services;
(c) any non-compliance by you with any applicable laws or the Policies, including any losses in respect of shipment of Prohibited and Controlled Products incurred by Arise or its sub-contractors;
(d) any tax liability, tax compliance costs and corresponding damages incurred by Arise or Arise Affiliates in connection with your activities, arising out of your non-compliance with the applicable tax laws or your misrepresentation that makes us unable to timely, accurately and completely fulfil our or Arise Affiliates’ responsibilities where being deemed as having tax obligations on your Order; or
(e) your own website or other sales channels, the Products, any Seller Contents, the advertisement, offer, sale or return of the Products, any actual or alleged infringement of any Intellectual Property Rights by the Products or the Seller Contents, or seller taxes (duties, fees and other charges, etc.) or the collection, payment or failure to collect or pay seller taxes. If at any time Arise reasonably determines that any indemnified claim might adversely affect Arise, Arise may take control of the defences at your expense. You may not consent to the entry of any judgment or enter into any settlement of a claim against Arise without the prior consent by Arise in writing, which consent may not be unreasonably withheld.
F. Arise’s liability. Arise will not be held liable for any damages of any kind, including indirect, incidental, punitive, and consequential, arising out of or in connection with the Terms, the Buyer Contract, the Platform, Seller Center, the Services, the Products (including inability to use the Services or the Tools), or from messages received or transactions entered into on the Platform, provided that Arise will compensate you for any direct damages resulting exclusively, or primarily from Arise's fraud, gross negligence or willful misconduct.
G. Limitation of liability. If Arise is nevertheless found liable, to the fullest extent permitted by applicable laws, and not withstanding any other provision of these Terms, the aggregate liability of Arise and Arise's Affiliates and our respective officers, employees, directors, contractors, partners, agents, subcontractors and representatives, and any of them, to you and anyone claiming by or through you, for all Claims resulting from or in any way related to the Terms shall not exceed EUR5,000 (EURO FIVE THOUSAND) (or such equivalent amount in local currencies of the Territory). It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by applicable laws.
H. Deadline for claims. To the extent permitted by applicable laws, any claim by you under the Terms must be notified to Arise within 45 days from the Order date. For the avoidance of doubt, Arise will not be liable for any claim you make after said deadline. Any such claim shall comply with prevailing Policies.
12. Termination
A. Arise’s Termination Right. Arise may unilaterally and immediately terminate these Terms and restrict your use of the Services upon the occurrence of any of the following:
(a) you being in breach of any provision of the Terms, Policies or applicable laws and failing to remedy the same within 30 days from being so notified (“Notice Period”);
(b) you being (i) repeatedly in breach of the Terms or Policies; or (ii) Arise is subject to a legal or regulatory notice, order or obligation that requires Arise to terminate the provisions of the Services in a manner which does not allow Arise to meet the Notice Period;
(c) (in the case of an individual) you being adjudicated a bankrupt or have any similar action taken against you in any jurisdiction, or (in the case of a company) you passing a winding up resolution or a court of competent jurisdiction making an order for the same;
(d) the issuance of a judicial management or administrative order in relation to you, or the appointment of a receiver over, or an encumbrance taking possession of, or the sale of, your assets;
(e) you making an arrangement or composition with your creditors generally or applying to a court of competent jurisdiction for protection from its creditors; or
(f) you ceasing or threatening to cease to carry on business.
B. Seller’s Termination Right. Provided Arise has not corrected these within 14 days from your written notice to Arise of the occurrence of any of the following, you have the right to immediately terminate these Terms by providing written notice to Arise’s customer service (including where applicable through Partner Support Centre): (a) Arise’s Payment Service Provider delaying payment for more than thirty (30) days without reason; (b) Arise’s Affiliate delaying returns for more than sixty (60) days without valid reason; (c) the making of a judicial management or administration order in relation to Arise or the appointment of a receiver over Arise’s assets; (d) the making of an arrangement or composition by Arise with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors; or (e) Arise ceasing or threatening to cease to carry on business.
C. Termination with Notice. Either Party may unilaterally terminate these Terms without cause by providing thirty (30) days’ prior written notice to the other Party.
D. Consequences of Termination. Upon termination of these Terms, you will notify Arise of all concluded Buyer Contracts which have yet to be performed. Notwithstanding any termination for any reason and without prejudice to any applicable after-sales obligations, you remain responsible for the fulfilment of any pending Order and Arise’s Payment Service Provider shall fulfil any pending Payment obligations. Arise shall have the discretion whether to complete or cancel any pending Services, and you shall pay any fees in connection with Services that are completed.
E. Surviving Provisions. Any provision of the Terms that, by its nature, is meant to survive the term or termination, shall survive such term or termination.
13. Miscellaneous
A. Agreement Prevails. Unless expressly agreed otherwise by the Parties, these Terms will prevail over any other agreement, terms or conditions regarding the subject matter, pre-contractual negotiations, and to the exclusion of all other terms proposed by either Party (including any terms or conditions which you purport to apply under any purchase order, confirmation order, specification, invoice or other document) and no terms or conditions endorsed upon, delivered with or contained in any other document or with the Products, will form part of the Terms. The Terms will apply to the relationship between the parties in addition to any specific terms agreed to herein or specifically agreed by the Parties from time to time. In the event of any conflict or inconsistency between these Terms, Schedules, Annexes and the Policies, the provisions shall prevail in accordance with the following order (i) Annexes, (ii) Schedules, (iii) Terms; and (iv) Policies. In case of conflict between the English version and the version in any other language of these Terms, the English version shall prevail.
B. Interpretation. The singular includes the plural and vice versa, as the context may require. Headings are inserted for convenience only and will be ignored when construing these Terms. The term “including” or “include” shall mean “including, without limitation”, unless the context otherwise requires. A statutory provision shall include that provision and any regulations made in pursuance thereof as from time to time modified or re-enacted, whether before or after the date of the Terms, and shall include also any past statutory provision or regulation (as from time to time modified or re-enacted) which such provision or regulation has directly or indirectly replaced.
C. Communications. Unless otherwise provided in these Terms or agreed to between the parties, all notices, requests, demands and other communications hereunder must be in writing and will be deemed to have been fully given and received when sent with recognized overnight delivery service, registered mail or email one (1) Working Day after being deposited for next-day delivery with a recognized overnight delivery service or emailed, or three (3) Working Days after being mailed by registered mail, charges and postage prepaid, to the recipient’s address set forth in these Terms or any other address that the recipient may specify by notice to the other Party. If requested by Arise, you shall provide to Arise contact details of a designated contact person, whom Arise may contact regarding any of your responsibilities arising from the Terms.
D. Assignment. You cannot assign, transfer or subcontract all or part of your rights and/or obligations deriving from the Terms, without the prior written consent of Arise. You agree that Arise may assign, transfer or subcontract all or part of its rights and/or obligations deriving from the Terms. These Terms will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. Arise may perform any of its obligations or exercise any of its rights under these Terms through one or more of Arise Affiliates.
E. Independent Contractors. You and Arise are independent contractors, and nothing in the Terms will create any partnership, joint venture, agency, franchise, sales representative relationship or exclusivity between the parties. The Terms will not cause the establishment of any relationship of employment between the parties or with any person who provides services to either. You have no authority to make or accept any offers or representations on behalf of Arise.
F. No Third Party Rights. These Terms and all of the representations, warranties, covenants, conditions, and provisions hereof are for the sole and exclusive benefit of Arise, Arise Affiliates and you. Other than as regards the rights of Buyers against you, nothing in the Terms will be construed as giving any third party any rights whatsoever.
G. Illegality. Notwithstanding any other provision in the Terms to the contrary, nothing contained herein will oblige Arise or you to engage in any action or omission to act which would be prohibited by or penalized under applicable laws. The illegality, invalidity or unenforceability of any provision of the Terms under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision. The actual or future invalidity or ineffectiveness of any provision in the Terms will not affect the validity or effectiveness of the whole document.
H. Severability. If any provision in these Terms shall be held to be void but would be valid if deleted in part or reduced in application, such provision shall apply with such deletion or modification as may be necessary to make it valid and enforceable.
I. No Waiver. The failure of a Party to exercise its rights in case of breach of contract by the other Party will not be considered as a waiver of its rights under the Terms or under applicable laws.
J. Force Majeure. No Party will be liable to the other or be deemed to be in breach of the Terms by reason of any delay or failure to perform any of its obligations due to an event of Force Majeure. Upon the occurrence of any event of Force Majeure, Arise may, at its option, fully or partially suspend delivery/performance of its obligations hereunder while such event or circumstance continues. If any of the events of Force Majeure will continue for a period exceeding one (1) month, Arise may notify you that it will terminate the Agreement with immediate effect.
K. Variation. No variation of these Terms will be valid unless (a) expressly agreed to in writing and signed by authorized representative of Arise; or (b) notified to you as provided in accordance with these Terms.
L. Stamp Duty, All stamp duty and registration fees (if any) in respect of these Terms will be fully borne and paid by you.
M. Governing Law. This Agreement is governed by and shall be construed in accordance with the laws of Singapore
N. Dispute Resolution. Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) under the Arbitration Rules of the SIAC. The seat of arbitration shall be Singapore. The number of arbitrators shall be one, appointed by the SIAC. The arbitration proceedings shall be conducted in English.
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Annex 1 DEFINITIONS
Definitions
(a) 3PL: third party logistics provider.
(b) ACD: Arise-coordinated Delivery (see explanation under Clause 5A and Annex 2).
(c) Additional Service: is defined in Clause 2(B)(b).
(d) Administrative Fee/Default Fee: the fee specified in Help Center and chargeable to you for non-compliance with these Terms, the Policies, applicable laws or for any reasonable cause.
(e) Affiliate: any entity directly or indirectly controlled by, or controlling, a Party or any affiliate or subsidiary thereof. As regards Arise, Affiliate is deemed to include entities which are members of the Alibaba, Alipay and Arise groups of companies.
(f) Alipay: collectively, (i) Alipay Singapore E-Commerce Private Limited, a company incorporated in the Republic of Singapore, with its registered office at 51 Bras Basah Road, #04-08 Lazada One, Singapore 189554, the Republic of Singapore, and (ii) Alipay (Europe) Limited, S.A. a public limited liability company (société anonyme) organised under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg trade and companies register (R.C.S. Luxembourg) under number B188095, having its registered office at 9, rue du Laboratoire, L-1911 Luxembourg.
(g) Annex: any annex to these Terms. The Annex(s) form(s) an integral part of these Terms.
(h) Applications: the software application, website or other interface that are developed, owned and/or operated by Developers on the Arise Open Platform in accordance with the Arise Open Platform Developer Terms.
(i) Applicable Data Protection Law: means all worldwide data protection and privacy laws and regulations, applicable to the personal data in question, including, where applicable EU/UK Data Protection Law;
(j) Arise marketplace entity: Arise Operating E-Commerce Private Limited (Company Registration Number 202218799Z) a company incorporated under the laws of Singapore having its registered office at: 51 Bras Basah Road #04-08 Lazada One, Singapore,189554. All references to “Arise” in the Terms shall refer to Arise Operating E-Commerce Private Limited unless otherwise specified.
(k) Arise’s Channels: software, applications, tools, browser extensions and/or platforms operated and/or controlled by Arise.
(l) Arise Logistics: Arise Netherlands E-commerce B.V., an entity established in the Netherlands to provide logistics and/or logistics related services.
(m) AriseMall Program: the program operated by Arise through which, Seller who meet the eligibility criteria for participation in the AriseMall Program will be entitled to additional features, services, incentives and benefits provided by the Platform, details of AriseMall Program available at Help Centre.
(n) Arise Open Platform: the online platform owned and operated by Arise as part of the Arise Open Platform Developers Program.
(o) Arise Open Platform Developers Program: the program operated by Arise through which the Arise Open Platform is made available to Developers to develop and integrate their Applications with the Arise systems via open APIs, and share the Applications to Sellers.
(p) Arise Open Platform Developer Terms: the terms and conditions applicable to Developers using the Arise Open Platform, as available on the Arise Open Platform (as amended from time to time).
(q) Buyer: a user, who purchases Product(s) on the Platform.
(r) Buyer Contract: each Order by Buyer and accepted by Seller, which is governed by the terms of sale on Arise.
(s) Buyer Data: means any Personal Data relating to Buyers and/or users of the Platform which the Seller has access to via the Platform and which is under the Control of the Seller (such as Personal Data relating to Buyer purchases from a particular Seller and/or Personal Data of users who have corresponded with a Seller in relation to prospective purchases).
(t) Buyer Shipping Cost: means the shipping cost to be borne by Buyer when the total order price placed by the Buyer does not meet the minimum spend that entitles Buyer to benefit from free shipping.
(u) Cancellation Penalty: the charge applicable for a Cancelled Order. The Cancellation Penalty amount is as indicated in Help Center.
(v) Cancelled Order: an Order cancelled or rejected by you, or cancelled due to your lack of compliance with any provision of these Terms.
(w) Claims: liens, damages, losses, liabilities, obligations, penalties, fines, fees, claims, litigation, demands, defences, judgements, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including third party claims, reasonable attorney’s fees, consultants’ fees, experts' fees and other costs of litigation).
(x) Commission: the percentage (as applicable at the time the Order is placed, available at Commission Rates) of the Listing Price, as specified in Help Center. For the avoidance of doubt, the Listing Price for these purposes is inclusive of Value Added Tax, Shipping Cost or, where applicable, the Buyer Shipping Cost (or part thereof on a pro-rata basis when order were placed with multiple Sellers) and is exclusive of any incentives or benefits provided by Arise to the Seller.
(y) Confidential Information: any information proprietary to a party to these Terms or an Affiliate thereof, that is disclosed to the other party or an Affiliate thereof, whether marked as confidential or not, that should be considered confidential information under the circumstances. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was lawfully obtained and provided to the recipient by a third party.
(z) Controller(s): shall have the meaning given in EU/UK Data Protection Law.
(aa) Data Subject: shall have the meaning given in EU/UK Data Protection Law.
(bb) Developer(s): Any registered software developer of an Application(s) operated on the Arise Open Platform subject to the Arise Open Platform Developers Program.
(cc) EUR: means the lawful currency of the Member States of the European Union participating in the economic and monetary union as contemplated in the Treaty on European Union.
(dd) EU/UK Data Protection Law: means (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data (General Data Protection Regulation) (the "EU GDPR"); (ii) the EU GDPR as saved into United Kingdom law by virtue of section 3 of the United Kingdom's European Union (Withdrawal) Act 2018 (the "UK GDPR"); (iii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iv) any and all applicable national data protection laws made under, pursuant to or that apply in conjunction with any of (i), (ii) or (iii); in each case as may be amended or superseded from time to time.
(ee) Failed Delivery: an Order that is cancelled for unsuccessful delivery, for example due to: (i) the delivery address (either physical or email) provided by the Buyer or by Arise being incorrect; (ii) where acceptance of delivery of the Product is required, the Buyer being unable to accept the Product; (iii) where the Product is a physical product, the Buyer refusing to accept the delivery of the Product in accordance with the Policies; or (iv) where the Buyer remains uncontactable after various attempts (the number of delivery attempts shall be determined by the relevant carrier).
(ff) Fee: the service fee payable by you to Arise in consideration for the provision of Services, which shall be calculated in accordance with Schedule A.
(gg) Force Majeure: any event or cause beyond a Party’s reasonable control including but not limited to: (i) an act of God, explosion, flood, tempest, fire or accident; (ii) war or threat of war, sabotage, insurrection, civil disturbance or requisition, act of terrorism or civil unrest; (iii) Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; (iv) import or export regulations or embargoes; (v) interruption of traffic, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Arise or Arise Affiliates, or of a third party); and (vi) health epidemics declared by the World Health Organization.
(hh) Fulfilled Buyer Contract: an Order the status of which is showing as "Delivered" in Seller Center, or is otherwise deemed by Arise as having been executed by you, including instalments thereof.
(ii) Fulfilment Model: the model of Order fulfilment of physical Products and Product agreed to by the parties and as supplemented by the Logistics Services Agreement (if applicable).
(jj) General Services: is defined in Clause 2(B)(a).
(kk) Inadequate Product: any wrong, faulty, defective, damaged (excluding any Product damaged due to mishandling by Arise, Arise Affiliates, a Arise contractor, or the Buyer), legally non-compliant Product, or a Product that has been publicly or privately recalled, in accordance with the law or the Policies.
(ll) Indirect Tax: Any prevailing indirect tax, including but not limited to any Goods and Services Tax, Value Added Tax, Sales Tax, Service Tax, Customs Duties, Consumption Tax, or its equivalent and as from time to time modified.
(mm) Intellectual Property Rights: All rights in inventions, patents, trademarks, service marks, trade names, copyrights, data rights, database rights, design rights, domain names, trade secrets, know-how and other intellectual property rights (whether registered or unregistered) and all applications for any of them, anywhere in the world.
(nn) Late Payment Interest: The interest payable by Seller on the overdue sum at the rate of eight per cent (8%) per annum above the ECB’s reference rate, calculated on daily basis from the date on which such money falls due for payment to the date such money is actually received by Arise (as well as after judgment), plus a fixed sum of EUR40 as recovery costs or any amount that may be allowed under relevant regulations.
(oo) Listing Price: the price, including instalments, at which a Good is offered for sale to Buyers by Seller as indicated on the Platform at the time the Order is placed. For the avoidance of doubt, the Listing Price includes any tax applicable under applicable laws, and excludes any coupons or other discounts provided by Arise to the Buyer.
(pp) Net Proceeds: the Sales Proceeds minus any sums owed by you under these Terms, the Payment Terms or any other agreement entered into by the parties and subject to any chargeback, reversal, refund, withholding for anticipated claims, Administrative Fee/Default Fee and/or deduction, in accordance with these Terms, the Payment Terms or any other agreement entered into by the parties.
(qq) Order: the request placed by a Buyer on the Platform for the purchase of a particular Product
(rr) Payment: Payment of Net Proceeds made or to be made by Arise (or Arise’s Payment Service Provider) to you.
(ss) Payment Service Provider: Alipay and its Affiliates, duly licensed or otherwise exempt to provide the payment services to you under all applicable laws.
(tt) Personal Data: any personal information as defined by EU/UK Data Protection Law.
(uu) Platform: means (a) the web and mobile-optimized versions of the website identified by the uniform resource locator “www.proyectoarise.es”; and (b) Arise App, the mobile application of the Arise e-commerce platform available on mobile operating systems (including iOS and Android), or such successor mobile applications, sites and/or domains as may be announced by Arise from time to time, where Seller may list Products for sale under these Terms, and where Buyer(s) may buy such Products.
(vv) Policies: the rules, guidelines, terms and conditions, etc. applicable to Sellers and Buyers for the use of the Services, Platform, Seller Center, Tools and other Arise properties, as they may appear on the Platform or Help Center or be communicated from time to time by Arise.
(ww) Privacy Notice: Privacy Notice as specified in Help Centre.
(xx) Processor: shall have meaning given in EU/UK Data Protection Laws.
(yy) Processing and Process: shall have meanings given in EU/UK Data Protection Laws.
(zz) Product: one (1), or several (if sold together under one Listing Price) good(s) or service(s) (as the case may be) offered for sale by Seller to Buyers pursuant to the Terms.
(aaa) Prohibited and Controlled Products: the Products which are listed as prohibited and controlled products in the Policies, including but not limited to Products which are:
(i) exported or produced from industries, countries and/or regions with comprehensive sanctions;
(ii) subject to import or export prohibition, sanctions or restrictions;
(iii) prohibited by laws, regulations, sanctions and/or trade restrictions in any relevant industry, country and/or jurisdiction worldwide; or
(iv) illegal to be listed or sold under applicable laws and regulations.
(bbb) illegal to be listed or sold under applicable laws and regulations.
(ccc) Promotional Price: means the Retail Price less the discount, promotion, rebate or any other price reductions on the Promotional Product as offered by the Seller.
(ddd) Reference Price(s): means the reference price(s) indicated or displayed next to the Promotional Price of the Promotional Product for Buyer’s reference purpose, including where applicable (i) the recent lowest price, determined using the lowest price of the Promotional Product offered by the Seller on the Platform during the period of 30 days or shorter (in the case of listing of the Promotional Product is shorter than 30 days) immediately preceding the promotion offered by the Seller, and/or (ii) the Retail Price of the Promotional Product or any similar historical price offered by the Seller on the Platform.
(eee) Restricted Transfer: means (i) where the EU GDPR applies, a transfer of Personal Data from the European Economic Area to a country outside of the European Economic Area which is not subject to an adequacy determination by the European Commission; and (ii) where the UK GDPR applies, a transfer of Personal Data from the United Kingdom to any other country which is not based on adequacy regulations pursuant to Section 17A of the United Kingdom Data Protection Act 2018.
(fff) Retail Price: means the original price of the Promotional Product, determined solely by the Seller (considering where applicable the selling price officially recommended or suggested by the manufacturer and provided by manufacturer, supplier or Seller), before taking into consideration of any discount, promotion, rebate or other price reductions.
(ggg) Returned Product: the return of a physical Product to Arise by a Buyer in accordance with these Terms and/or the Policies, including Inadequate Products. You will retain, or take back from the Buyer as the case may be, ownership, title and risk (save, as regards to risk, where the Product is Fulfilled By Arise and is under Arise's care) of all Returned Products.
(hhh) Sales Proceeds: the gross proceeds received from Buyers by Arise (or its Payment Service Provider) on your behalf.
(iii) Sales Traffic Activities: Additional services consisting in: (i) Shop in Shop, which entails a set of specific design features on the Platform that enhance the visual representation of certain of your Products by means of a dedicated landing page; (ii) Search Engine Optimization, which entails the bidding on relevant keywords related to the Products and/or you on electronic search engines; (iii) Social Media Sales Traffic Activities, which entails the promotion of the Products and/or you on the Platform or social media platforms; (iv) Banner services which entail the bidding on banners related to the Products or the Seller on electronic search engines; (v) Affiliate services, which entail advertising the Products or the Seller on a network of affiliates that work with Arise; and/or (vi) other sales promotion services agreed to by the parties. For the avoidance of doubt, each of the Sales Traffic Activities are offered according to separate sets of T&Cs, which shall form part of the Policies.
(jjj) Schedule: any schedule to these Terms at the time of acceptance of these Terms and such other schedules that may be incorporated by publication or notification in writing by Arise from time to time. The Schedule(s) form(s) an integral part of these Terms.
(kkk) Seller Account: An account which you have created with Arise for access to the Platform and Tools, and by which the Seller may view its Sales Proceeds balance in the wallet maintained with the relevant Payment Service Provider (or otherwise due to the Seller by such provider) and transaction information.
(lll) Seller Center: any tool offered by Arise to Seller, for the operation of Seller’s operations on the Platform and access to the Services and Tools available at the Seller Center. All references to “Seller Center” shall include the Arise Help Centre for Sellers available at Help Centre.
(mmm) Seller Content: product information, description, attributes, text, images, and any other relevant and/or legally required information or documentation relating to the Products, including without limitation third party and your trademarks and other Intellectual Property Rights related materials.
(nnn) Services: the services provided by Arise under these Terms, being the General Services and if applicable and other additional services.
(ooo) Shipping Cost: the fee charged by Arise's appointed 3PL to Seller for Arise-coordinated Delivery, as calculated based on the Shipping Fee Rate Card.
(ppp) Shipping Fee Rate Card: is as set out in Help Center.
(qqq) Standard Contractual Clauses: means (i) where the EU GDPR applies, the contractual clauses annexed to the European Commission's Implementing Decision 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council ("EU SCCs"); and (ii) where the UK GDPR applies, the "International Data Transfer Addendum to the EU Commission Standard Contractual Clauses" issued by the Information Commissioner under s.119A(1) of the Data Protection Act 2018 ("UK Addendum").
(rrr) Storage Fee: if applicable, a fee payable for storing the Products in the location designated by Arise, which fee varies based on whether the Products are stored in a normal storage area or in a cold room (as agreed by the parties).
(sss) Tax: 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 (i) based on gross or net income, (ii) franchise taxes, or (iii) 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.
(ttt) Terms: is defined in the preamble.
(uuu) Territory: means a country or territory within which the Products are intended to be sold pursuant to these Terms.
(vvv) Third Party Channels: means any online or offline channels including but not limited to, software, applications, media channels, social media platforms, websites, TV channels, out-of-home advertising, street banners and/or any other forms of media that are operated and/or controlled by third parties.
(www) Tools: any tools provided by Arise to you in connection with your access to and use of the Services.
(xxx) Value Added Tax. European Union (EU) Value Added Tax (VAT) Directive or other EU VAT related general law as you see fit.
(yyy) Working Day: a day other than Saturday, Sunday, or a national or state public holiday in the Territory of your working premises.
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Annex 2 Arise-COORDINATED DELIVERY
These Arise-coordinated Delivery terms shall apply and shall form part of the Terms of Service (Seller) (“Terms”), if the method of fulfilment of Orders is Arise-coordinated Delivery.
General terms for Arise-coordinated Delivery
(a) Logistics Services. A 3PL assigned by Arise will provide delivery services to the Seller under Arise-coordinated Delivery, in accordance with the Policies. You shall fulfil the order through and cooperate fully with the 3PL assigned by Arise to carry out the delivery services. Arise shall not be obliged to assist you to update the status of delivery on Seller Center, nor shall Arise be liable to you for any losses you suffer, in the event you do not fulfil the order using the 3PL assigned by Arise. You acknowledge and agree that the appointed 3PL shall be Arise Logistics which may be replaced from time to time at Arise's sole discretion.
(b) Performance of Logistics Services. The appointed 3PL may use any method or route to perform Arise-coordinated Delivery, including to sub-contract all or part of Arise-coordinated Delivery to any sub-contractor which such 3PL deems appropriate.
(c) Shipping Costs. Unless otherwise provided in the Terms, you shall be responsible for all costs incurred for shipping the Products. Any costs assessed against or incurred by Arise's appointed 3PL in relation to shipping will be debited to you. If applicable and unless otherwise specified, you shall also be responsible for payment of all customs duties, and taxes and any other charges related to the shipping and custom clearance of Products.
(d) Import/Export. Arise, Arise's appointed 3PL and its Affiliates shall, under no circumstances, be listed as the importer, exporter, consignor or consignee in any export or import documentation. If Arise or Arise's appointed 3PL or its Affiliates is listed as the importer, exporter, consignor or consignee in any export or import documentation, Arise, Arise's appointed 3PL, and its Affiliates shall have the right to refuse to accept the Product and/or cancel the Order covered by such documents and any costs assessed against or incurred by us will be deducted from amounts payable to you, or by other method at our election. If Arise or its appointed 3PL decides to support you with the completion of the import procedures of the carrier, Arise or its appointed 3PL may deduct from amounts or its appointed 3PL payable to you, or by other method at our election, any applicable costs or fees or penalties.
(e) Restricted Destinations. Arise or its appointed 3PLmay restrict the destinations to which you may ship Products. Arise or its appointed 3PL has no obligation to provide logistics services to collect or deliver Products to or from any PO Box, overseas address, addresses without proper postal codes, or any non-delivery locations set out in the Policies.
(f) Estimated Shipping Costs. Estimated shipping costs, if any, provided prior to shipment are not binding and you agree that you shall be liable for: (i) the actual shipping costs; or (ii) the estimated shipping costs, even if the carrier determines them to be lower than the estimate submitted to you.
(g) Title and Risk. Title of Products will remain with you until they have been transferred to the Buyer pursuant to the Buyer Contract in the manner contemplated by the Terms. Except as expressly provided by these Terms, at no point in time will title to Products pass to Arise or Arise's appointed 3PL or its sub-contractors (if any). Arise or its sub-contractors shall not be or deemed to be the merchant on record of the Products. Risk of loss or damage of Products will remain with Arise's appointed 3PL from the time the Products are picked up (as supported by records) until such time the Products are delivered to the Buyer, returned to you, or otherwise handled in accordance with the Terms or the Policies.
(h) Rejection/Re-package/Return of Products. Arise’s appointed 3PL may reject or re-package (at your expense) any Products for the provision of Arise-coordinated Delivery, and return such Products in case the Products are not packaged in light of the packaging guidelines as set out by Arise's appointed 3PL or otherwise not suitable for delivery by Arise's appointed 3PL or its sub-contractor.
(i) Prohibited and Controlled Products. If your Products fall into any of the prohibited and controlled categories listed in the Policies, Arise’s appointed 3PL may reject such Products for Arise-Coordinated Delivery, or to the extent as permitted by applicable laws provide such services to you subject to additional handling charges payable by you.
(j) Fee Deduction. Fees payable by you for Arise-coordinated Delivery completed by each reconciliation cut-off date shall be deducted from the Sales Proceeds. In the event the Sales Proceeds are repeatedly insufficient to pay the service fees payable to Arise's appointed 3PL, Arise's appointed 3PL may issue you an invoice for payment, and you shall pay such invoiced amounts to Arise's appointed 3PL within ten (10) Working Days from the date of the invoice.
(k) Lien. Arise's appointed 3PL shall, subject to any applicable law, have a lien on any Products in Arise’s appointed 3PL's possession for any Fees due and owing from you.
(l) Limitation of Liability. The total liability of Arise's appointed 3PL to you if there is any loss or damage to Products which are the subject of Arise-coordinated Delivery and where Arise's appointed 3PL is responsible for the risk shall be limited to the replacement value of such Products, calculated in accordance with the Policies.
Provided that, if the loss or damage is caused by the Seller’s instructions, the Seller failing to comply with these Terms or the Policies, or related to the decay of perishable Goods, or otherwise directly or indirectly caused by Seller, its agents or contractors, Arise's appointed 3PL will not be liable for any such loss or damage.
Provided also that any claims relating to any losses or damages under this section must be made by Seller within 30 days from the date of pickup of the Products by Arise's appointed 3PL.
(m) Carrier Information. You shall not use the carrier account information of Arise's appointed 3PL, including, without limitation, carrier account number and shipping rates, for any purpose other than for the fulfilment of an Order, nor disclose such information to any third party, and you shall protect such information as Confidential Information.
Specific Terms for Arise-coordinated Delivery
(a) You will prepare and ship the Order to Arise’s appointed 3PL's designated location (including any applicable drop-off boxes offered by Arise’s appointed 3PL or to Arise’s appointed 3PL) or for pick-up from mutually agreed pick up points (if offered to you), according to the lead times specified in the Policies, provided that, where you fail to comply with the deadline, Arise's appointed 3PL may modify the deadline and/or to cancel the Order.
(b) You shall stop or cancel any Orders if directed by Arise. If Buyer has already been charged for such Orders, Arise will execute refunds (and any adjustments) and credit the applicable Buyer account. You will reimburse us for all amounts credited and costs associated with the refund.
(c) Upon receiving Products that are the subject of an Order, Arise's appointed 3PL will deliver the Products to the delivery address and designated recipient, in accordance with the Policies.
(d) You shall be responsible for, and bear all risk and liability for the sourcing, sale, packaging, labelling, product quality, and product warranties (if applicable) for all Products delivered using Arise-coordinated Delivery, and you shall be responsible for all such claims in relation to such Products.
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Schedule A: KEY COMMERCIAL (FEES)
1. Payments
A. Unless otherwise agreed in writing, Payments will be made by Arise’s Payment Service Provider to you in accordance with the Policies. The Order status on Seller Center may be subject to delays on weekends, public holidays, caused by third parties, or factors outside of Arise’s reasonable control.
B. Fee: The Fee payable shall be calculated based on:
(a) the Commission; and
(b) if applicable, any Shipping Cost, Cancellation Penalty, Administrative Fee/Default Fee and/or such other fees as set out in the Policies.
For the avoidance of doubt, coupons or other unilateral discounts provided by Arise to Buyers are not considered in the Fee calculation. Any taxes, including Indirect Tax, payable as regards the Services, will be imposed on top of the Fee and will be paid by you.
Arise may request Arise’s Payment Service Provider to set off any amounts owed by Arise to you against any amounts owed by you to Arise, including any such amounts under other accounts or shops owned by you.
2. Commission
Commission rates are as indicated in Seller Center. Arise may provisionally reduce Commission rates for certain Products from time to time.
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Schedule B: LOCAL ADDENDUM
This Local Addendum sets out additional terms and conditions governing your use and access of the Platform in your country. For the avoidance of doubt, this Schedule forms part of the Terms and has the same force and effect as if expressly set out in the body of the Terms. In the event of any conflict or inconsistency between this Local Addendum and the Terms, the provisions of this Local Addendum shall prevail.
Applicable country: the People’s Republic of China
Section Reference | Additional Terms and Conditions | |
1. | Section 5A Fulfilment of Orders | Section 5A shall be deleted in its entirety and the following Section 5A shall be inserted in substitution therefor: D. Fulfilment Models. Orders for physical products are fulfilled under the following Fulfilment Models ("Logistics Services"):
(a) Delivery by Seller: Where you are responsible for the delivery of Products to Buyers using postal services, your own logistics services or a 3PL;
(b) Arise-coordinated Delivery: Where you are responsible for delivering the Products to Arise’s designated location or Arise’s appointed 3PL's designated location or any other sub-contractor of this appointed 3PL's designated location (which may be further regulated under a Logistic Services Agreement (for direct billing purposes) between you and the relevant logistics service provider), for Arise or such appointed 3PL or its sub-contractor (where applicable) to coordinate and/or conduct the logistics services for the delivery of the Products to Buyers. You acknowledge and agree that the appointed 3PL that shall provide last-mile delivery to Buyers shall be Arise Logistics which may be replaced from time to time at Arise's sole discretion; and/or
(c) Fulfilment By Arise: Where you are responsible for delivering the Products to Arise’s designated location or Arise’s appointed 3PL's designated location or any other sub-contractor of this appointed 3PL's designated location (which may be further regulated under a Logistic Services Agreement (for direct billing purposes) between you and the relevant logistics service provider), for Arise or such appointed 3PL or its sub-contractor (where applicable) to co-ordinate their storage, re-packaging (if necessary) and delivery to Buyers. You acknowledge and agree that the appointed 3PL that shall provide last-mile delivery to Buyers shall be Arise Logistics which may be replaced from time to time at Arise's sole discretion and Arise may itself or through its designated 3PL provide the remaining logistics services for the Sellers.
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2. | Annex 2 Arise-COORDINATED DELIVERY, paragraph (d)
| Paragraph (d) shall be deleted in its entirety and the following Paragraph (d) shall be inserted in substitution therefor:
Import/Export. Arise, Arise's appointed 3PL and its Affiliates shall, under no circumstances, be listed as the importer, exporter, consignor or consignee in any export or import documentation. If Arise or Arise's appointed 3PL or its Affiliates is listed as the importer, exporter, consignor or consignee in any export or import documentation, Arise, Arise's appointed 3PL, and its Affiliates shall have the right to refuse to accept the Product and/or cancel the Order covered by such documents and any costs assessed against or incurred by us will be deducted from amounts payable to you, or by other method at our election. If Arise or its appointed 3PL decides to support you with the completion of the import procedures of the carrier, Arise or its appointed 3PL may deduct from amounts or its appointed 3PL payable to you, or by other method at our election, any applicable costs or fees or penalties. For avoidance of any doubt, under no circumstance shall Arise or its designated 3PL or its Affiliates be deemed as local economy operator or legal authorised representative of Sellers. Sellers further agree that where applicable under EU laws including but not limited to Regulation (EU) 2019/1020 of the European Parliament and of the Council of 20 June 2019 on market surveillance and compliance of products and amending Directive 2004/42/EC and Regulations (EC) No 765/2008 and (EU) No 305/2011 (the “MSR”), Sellers shall appoint its EU authorised legal representative and provide the information of such EU authorised representative to Arise before delivering the Products to Arise’s designated location or Arise’s appointed 3PL's designated location or any other sub-contractor of this appointed 3PL's designated location.
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3. | Annex 3 FULFILMENT BY Arise | Annex 3 shall be inserted as below:
1. Fulfilment by Arise Terms (“FBA Terms”) A. These FBA Terms shall apply and shall form part of the Terms of Service (Seller) (“Terms”), if the method of fulfilment of Orders is Fulfilment by Arise (“FBA”). B. Where the method of fulfilment of Orders is FBA, Seller is responsible for the sourcing and delivery of the Products to Arise’s appointed fulfilment centre or pick-up point. The services provided by Arise under the FBA model (“FBA Services”) comprise:
i) If offered by Arise, pick-up of Products and transportation to Arise’s fulfilment centre; ii) Short-term storage of the Products for the purpose of fulfilment of Orders; iii) Picking and packing of Products for fulfilment of Orders; iv) After-sales services such as, customer service and returns and failed delivery processing in respect of the Products. You shall fulfil the order through and cooperate fully with the logistics service provider assigned by Arise to carry out the delivery services. Arise shall not be obliged to assist you to update the status of delivery on Seller Center, nor shall Arise be liable to you for any losses you suffer, in the event you do not fulfil the order using the delivery partner assigned by Arise. C. Performance of FBA Services. Arise may use any method or route to perform FBA services, including to sub-contract all or part of FBA services, and to use any sub-contractor which Arise deems appropriate. D. Title and Risk. Title of Products will remain with you until they have been transferred to the Buyer pursuant to the Buyer Agreement in the manner contemplated by the Terms. Except as expressly provided by these Terms, at no point in time will title to Products pass to Arise or its sub-contractors (if any). Arise or its sub-contractors shall not be or deemed to be the merchant on record of the Products. Risk of loss or damage of Products will remain with Arise from the time the Products are picked up (as supported by records) until such time the Products are delivered to the Buyer, returned to you, or otherwise handled in accordance with the Terms or the Policies. 2. Enrolment in FBA A. Seller may submit a request to enrol in FBA through the designated request channel as notified by Arise from time to time. In order to enrol in FBA, Seller may be required to meet certain minimum requirements (such as seller account tenure, and minimum sale quantities), as notified in writing by Arise. Arise may revise such minimum requirements from time to time. B. Acceptance of any enrolment request shall be at Arise’s sole discretion and may be conditional on Seller fulfilling additional requirements relating to training and enrolment formalities. C. If Seller’s enrolment request is accepted by Arise, these FBA Terms shall apply to the Products in respect of which the FBA Services are provided (“FBA Products”). 3. Inbound Process of FBA Products A. Seller shall submit to Arise all information required by Arise in respect of the FBA Products. Arise may accept or reject any inbound request for FBA Products submitted by the Seller. B. The agreed details of the FBA Products shall be set out in an Inbound Order, which shall accompany each shipment of FBA Products to Arise’s appointed fulfilment centre or pick-up point. C. All FBA Products shall be shipped to Arise’s appointed fulfilment centre on Delivery Duty Paid (Incoterm DDP 2010) basis unless otherwise agreed in writing. If the FBA Products are shipped from overseas, the Seller shall appoint its own importer-of-record and customs broker, and shall not name or list Arise or any of its Affiliates as the importer, exporter, consignor or consignee, or customs broker for the FBA Products. If Arise is listed as the importer, exporter, consignor or consignee in any export or import documentation, Arise shall have the right to refuse to accept the Product and/or cancel the Order covered by such documents and any costs assessed against or incurred by us will be deducted from amounts payable to you, or by other method at our election. If Arise decides, in our sole discretion, to support you with the completion of the import procedures of the carrier, Arise may deduct from amounts payable to you, or by other method at our election, any applicable costs or fees or penalties. D. Unless otherwise agreed with Arise, the Seller shall ship the FBA Products specified in the Inbound Order to Arise’s appointed fulfilment centre, at the appointment date and time specified in the Inbound Order. If FBA Products arrive at Arise’s appointed fulfilment centre outside of the specified appointment dated and time, Arise shall be entitled to either accept the FBA Products, or reject and return them to Seller at the expense of Seller. E. Arise may, at its discretion, provide the Seller with pick-up services for the FBA Products from the pick-up location agreed with the Seller. If such pick-up services are offered and accepted by the Seller, the Seller shall comply with the processes and supply the information required for Arise to provide such services, including standard operating procedures, weight and size restrictions and packaging requirements. F. Arise may also inform the Seller in of any restrictions on scheduling or volumes, and Seller will comply with such restrictions. G. Arise may, at its discretion and prior to or at the time of agreement on the Inbound Order, request the Seller to have its delivery personnel or representative attend at Arise’s appointed fulfilment centre for the time period required by Arise to inbound the FBA Products (“Seller Attended Inbound Request”), which attendance period shall not exceed four (4) hours. i) If the Seller complies with a Seller Attended Inbound Request and the inbound process is completed within the attendance period, any FBA Products which is rejected for inbounding due to the Products’ failure to comply with Clause 4A and 4B below shall be immediately returned to Seller via its delivery personnel or representative. ii) If Seller complies with a Seller Attended Inbound Request but the inbound process is not completed within the agreed attendance period, any FBA Products which is rejected for inbounding after the end of the agreed duration due to the FBA Products’ failure to comply with Clause 4A and 4B below shall be processed in accordance with Clause 4D below. iii) If Seller elects not to comply with a Seller Attended Inbound Request, any FBA Products which is rejected for inbounding due to the FBA Products’ failure to comply with Clause 4A and 4B below shall be processed in accordance with Clause 4D below, save that Arise shall have no liability to Seller for any loss or damage to such rejected FBA Products from the time they were shipped to Arise’s appointed fulfilment centre until the time that such FBA Products are retrieved by the Seller. 4. Requirements for FBA Products A. FBA Products shall comply with Arise’s requirements as notified on the ASCP(Alibaba Supply Chain Platform), Seller Center or other channels designated by Arise. These requirements include (but are not limited to):
i) minimum expiry dates or periods;
ii) packaging requirements to ensure the integrity of the FBA Products delivered to Arise’s appointed fulfilment centre.
iii) labelling requirements (in addition to any mandatory requirements under the applicable law);
iv) prohibitions and exclusions of certain types of products, such as prohibited and controlled categories listed in the Policies, illegal or prohibited, hazardous, toxic or radioactive products, or products which require special storage or handling.
Arise (or Arise’s 3PL) may reject or re-package (at your expense) any Products for the provision of FBA Services, and return such Products.
B. All FBA Products shall correspond strictly with the details of the Inbound Order. Seller shall further provide any other additional information required by Arise to accompany every shipment of FBA Products, such as list of barcodes for each item, warranty details, expiry date for each item, as well as gross and net weight.
C. Arise may reject any shipment of FBA Products which is not accompanied by a valid and corresponding Inbound Order, as well as any other additional information which the Seller is required to provide.
D. In the event that FBA Products shipped to Arise’s appointed fulfilment centre do not comply with the Inbound Order or the requirements applicable to FBA Products, or are not accompanied by the additional information required by Arise, Arise may refuse such shipment of FBA Products. Arise will notify the Seller of such refusal in writing within ten (10) Working Days. Upon receipt of said written notice, Seller shall retrieve at Seller’s expense such rejected shipment within the following timelines:
i) within one (1) day, if Arise reasonably determines that the FBA Products create a safety, health or liability risk to Arise, its personnel or sub-contractors;
ii) within two (2) Working Days, if the FBA Products do not comply with the requirements relating to minimum expiry dates or periods;
iii) within seven (7) Working Days, if the refusal is due to any other reason. E. If Seller fails to retrieve any rejected FBA Products within the above timelines or other timelines as set out by Arise and notified to Seller on the Seller Center or other electronic tools made available by Arise to Sellers, the rejected FBA Products will be deemed abandoned and Arise may dispose of the FBA Products in any manner it deems appropriate. Title to abandoned refused FBA Products will transfer to Arise at no cost to Arise for the purpose of such disposal, and Arise will retain all proceeds, if any, received from the disposal of any abandoned refused FBA Products. If the proceeds of the disposal are insufficient to cover the costs of such disposal, Arise shall be entitled to recover such uncovered costs from the Seller.
F. Alternatively, Arise may elect to return the rejected shipment to the Seller, or accept the FBA Product for inbounding subject to re-packaging or re-labelling of any FBA Products which do not comply with the packaging or labelling requirements, and may recover all incurred expenses from the Seller.
G. Arise’s acceptance of the FBA Products at the appointed fulfilment centre does not:
i) indicate or imply that any FBA Products have been delivered in accordance with Arise’s inbound requirements set out above and are free of loss or damage; or
ii) indicate or imply that Arise actually received the number of units of FBA Products specified by Seller or in the Inbound Order for such shipment; or
iii) waive, limit or reduce any of Arise’s rights under the Terms or these FBA Terms. 5. Seller Obligations A. Seller shall be responsible for, and bears all risk and liability for the sourcing, sale, original packaging, product quality and product warranties (if applicable) for all FBA Products. All claims in relation to the FBA Products, whether raised by any relevant authorities, the Buyer or any third party, shall be the responsibility of the Seller, save for any responsibility of Arise in respect of the FBA Services expressly specified in these FBA Terms. For the avoidance of doubt, Seller shall be responsible to meet all legal and regulatory requirements in relation to such Goods and Products, including without limitation their preparation, labelling, original packaging, handling, storage, transportation and delivery, prior to the receipt of these Goods and Products by Arise. B. If required by law, Seller shall be responsible to take out appropriate insurance covering the events mentioned above as well as any other obligation under these Terms.
C. Seller will process, fulfil and cancel Orders in accordance with Arise’s policies, as notified on Seller Center or other written means from time to time.
D. Seller shall promptly notify Arise of any actual or potential recall, or safety alert, relating to the FBA Products, and provide all necessary assistance to Arise in connection with such recall or safety alert. All expenses incurred by Arise in connection with such recall or safety alert of the FBA Products shall be borne by the Seller. 6. Storage for Fulfilment A. Arise will provide temporary storage services for FBA Products once it confirms inbounding of the FBA Products at the appointed fulfilment centres, and will keep electronic records that track inventory of FBA Products by identifying the number of FBA Products stored in Arise’s fulfilment centres.
B. Arise will not be required to physically mark or segregate items from other inventory Products owned by Seller. If Arise elects to commingle the FBA Products with other products of Seller, both Arise and Seller agree that the records of Arise will be sufficient to identify which products are the FBA Products of Seller. Arise may, at its discretion, move and distribute the FBA Products between its local fulfilment centres.
C. Arise may impose storage fees for FBA Products which have been stored in Arise’s fulfillment centres above a certain aging period. Arise will notify Seller of the details of the storage fees at least 15 days prior to implementation of such storage fees. 7. Fulfilment of Orders A. Where a Buyer places an Order to an FBA Product, Arise will pick and pack the FBA Products and ship the Order to the Buyer at the address specified in the Order. Arise may ship FBA Products together with products sold by Arise or other sellers.
B. The Arise-coordinated Delivery terms shall similarly apply to delivery of Orders for FBA Products. 8. Failed Deliveries & Returns A. Seller shall accept and process refunds and adjustments in respect of FBA Products in accordance with the applicable returns and failed delivery policies published by Arise from time to time.
B. Returns and failed deliveries of any FBA Products will be received and processed by Arise at its appointed fulfilment centres. Any sellable returns and failed deliveries of any FBA Products will be placed back into the inventory of the FBA Products of Seller. For the avoidance of doubt, all returns and failed deliveries of any FBA Products which are placed back into the Seller’s inventory are the property of the Seller. Arise may examine and determine at its sole discretion, acting reasonably, if returns and failed deliveries of any FBA Products are suitable for selling.
C. If Arise provides replacement FBA Products or a refund to a Buyer and that Buyer returns the original FBA Products to Arise’s appointed fulfilment centre, Arise will be entitled to dispose of the returned original FBA Products, or, if they are saleable, Arise may, at its option place such returned original FBA Products back in the inventory of Seller. If the returned original FBA Products will be put in the inventory, Seller will reimburse Arise for the replacement value of the returned original FBA Products. D. If Arise reasonably determines that any returns and failed deliveries of any FBA Products is not in sellable condition, Arise shall either return such returns and failed deliveries of FBA Products to the Seller or dispose of such returns and failed deliveries of FBA Products without any compensation to Seller, and Arise may recover any incurred expenses from the Seller. Title to the abovementioned FBA Products will transfer to Arise at no cost to Arise for the purpose of such disposal, and Arise will retain all proceeds, if any, received from the disposal of such FBA Products. If the proceeds of the disposal are insufficient to cover the costs of such disposal, Arise shall be entitled to recover such uncovered costs from the Seller. 9. Outbound Process A. Arise may restrict the destinations to which you may ship Products. Arise has no obligation to provide logistics services to collect or deliver Products to or from any PO Box, overseas address, addresses without proper postal codes, or any non-delivery locations set out in the Policies.
B. Seller may, at any time, request that FBA Products be returned to Seller by submitting a request on the ASCP or other channels designated by Arise from time to time.
C. Arise may return FBA Products to Seller for any reason, such as: i) the FBA Products have expired or are close to their expiry date;
ii) no Orders for the FBA Products of the same SKU have been processed in the past twenty-eight (28) calendar days and more than one hundred and fifty (150) calendar days have elapsed since the particular FBA Product was inbounded in to Arise's appointed fulfillment centres;
iii) the FBA Products are reasonably determined by Arise to be unsuitable for FBA Services;
iv) the FBA Products are reasonably determined by Arise to be non-compliant with Arise’s notified policies (such as counterfeit items, inadequate or unsuitable packaging);
v) the Terms of Service (Seller) is being terminated for any reason; or
vi) the FBA Services are being terminated by either Party for any reason. D. Unless otherwise agreed, Seller shall be responsible for the pick-up of such FBA Products from Arise’s appointed fulfilment centre within seven (7) Working Days (which Arise may extend at its sole discretion) after Arise has notified the Seller in writing to collect the outbounded FBA Products. Arise may agree to deliver the outbounded FBA Products to the Seller’s delivery address in the same country, at Seller’s expense.
E. Seller shall be responsible for any inspection, check or reconciliation of the quantity and condition of the FBA Products. Upon the Seller’s collection (or, in the case of delivery to the Seller, confirmed receipt at its designated delivery location) of the outbounded FBA Products, they deemed to have been fully returned to Seller in full and good condition, unless any loss or damage of outbounded FBA Products is notified in writing to Arise at the time of the collection (or confirmed receipt at its designated delivery location, as the case may be). F. If no delivery arrangement has been agreed with Arise and Seller has failed to collect outbounded FBA Products within the specified duration (as set out by Arise and notified to Seller on the Seller Center or other electronic tools made available by Arise to Sellers), the FBA Products will be deemed abandoned and Arise may elect to dispose of the FBA Products as provided herein in any manner it deems appropriate. Title to abandoned refused FBA Products will transfer to Arise at no cost to Arise for the purpose of such disposal, and Arise will retain all proceeds, if any, received from the disposal of any abandoned refused FBA Products. If the proceeds of the disposal are insufficient to cover the costs of such disposal, Arise shall be entitled to recover such uncovered costs from the Seller.
G. Seller may, at any time, request that Arise dispose of FBA Products. Arise may dispose of FBA Products in any manner it deems appropriate. Title to abandoned refused FBA Products will transfer to Arise at no cost to Arise for the purpose of such disposal, and Arise will retain all proceeds, if any, received from the disposal of any abandoned or refused FBA Products. If the proceeds of the disposal are insufficient to cover the costs of such disposal, Arise shall be entitled to recover such uncovered costs from the Seller.
H. Seller shall comply with instructions that Arise may give in relation to any potential suspension of the work in Arise’s appointed fulfilment centre. 10. FBA Fees A. The service fees for the FBA Services (“FBA Fees”) shall be set out in the rate cards published on the ASCP, seller center or other channels designated by Arise from time to time.
B. The FBA Fees are exclusive of any taxes (such as Consumption Tax) applicable to the FBA Services, unless otherwise stated in the rate cards. All payments to be made by Seller to Arise shall be made free and clear of, and without deduction for or on account of, any taxes unless Seller is required to make such a payment subject to the deduction or withholding of taxes, in which case the sum payable by Seller shall be increased to the extent necessary to ensure that Arise receives a sum net of any withholding or deduction equal to the sum which it would have received had no such deduction or withholding been made or required to be made. If Arise is required under the law of any jurisdiction to deduct or withhold any sum as taxes imposed on or in respect of any amount due or payable to Seller, Arise will make such deduction or withholding as required, and Arise will provide Seller with a certificate or any similar document proving that amounts deducted refer to withholding taxes.
C. FBA Fees and other sums due and payable to Arise (or Arise’s designated service providers) under these FBA Terms shall be deducted from the Sales Proceeds in your Seller account. In the event the Sales Proceeds are repeatedly insufficient to pay the service fees payable to Arise, Arise may issue you an invoice for payment, and you shall pay such invoiced amounts to Arise within ten (10) Working Days from the date of the invoice. Any invoice or payment error will be reversed and corrected in the next payment cycle.
D. Any enquiry or dispute in respect of FBA Fees or any payment of the same shall be made to Arise within the time period stated in the Terms, or one hundred and twenty (120) days from the date of the invoice or payment, whichever is earlier.
E. From time to time, Arise may offer promotions, rebates or discounts to the Seller in respect of the FBA Fees. The terms of such promotions, rebates or discounts will be determined solely by Arise.
F. In the event any amount due and payable to Arise is unpaid by the Seller for at least thirty (30) days after the due date of such amount, Arise may suspend any further FBA Services pending receipt of full payment.
11. Claims A. If there is loss or damage caused by Arise to any FBA Products while they are being stored at any of Arise’s fulfilment centres, Arise will pay Seller the replacement value of the FBA Products and Seller will, at Arise’s request, provide Arise with a valid tax invoice or invoice for the replacement value paid to Seller. B. Arise shall not be liable for any loss or damage to FBA Products if such loss or damage arises in connection with the decay or degradation by reason of the products’ perishable nature, improper original packaging of the products, or the Seller’s non-compliance with the Policies. C. Payment of the replacement value shall be the Seller’s sole remedy against Arise, its Affiliates and sub-contractors in respect of the FBA Services. Arise shall not be responsible for any other losses suffered by the Seller, in particular any indirect or consequential losses, loss of sales or profits, loss of goodwill and loss of reputation. D. All claims by Seller to Arise in relation to FBA Products in Arise’s fulfilment centres shall be made via the FBA Claims Module on the ASCP or such other channel specified by Arise from time to time (“System”). E. On the first calendar day of each month, the System will generate a draft claim based on a previous inventory cycle for Seller’s review and decision on whether to submit the claim. If the claim is submitted by Seller, Arise will inform Seller of the claim outcome and Seller shall have an opportunity to dispute the claim outcome within a timeline stipulated by Arise. While there is a pending claim submitted by Seller or a pending dispute to the claim outcome, no further claim can be made by Seller until the pending claim or dispute to the claim outcome is completely resolved. F. Seller must further submit claims or disputes to a claim outcome (if any) in accordance with the timelines stipulated in the System. Unless expressly specified to the contrary, Seller must raise claims in respect of the FBA Services within twelve (12) months from the date the claim first arose. G. Any claims or disputes to a claim outcome for FBA Products by Seller which fail to comply with the communicated process and platform requirements, as well as the timelines stipulated by Arise, shall be deemed waived by Seller. H. Arise may, without notice to the Seller, dispose of any FBA Products that are: (i) marked as damaged by Arise under the System; and (ii) listed in the System claims report, and may carry out such disposal in any manner Arise deems appropriate. Title to these FBA Products will transfer to Arise at no cost to Arise and Arise shall be entitled to retain all proceeds, if any, received from the disposal of these FBA Products. 12. ASCP (Alibaba Supply Chain Platform) or Other ToolsA. Arise may provide tools, including the ASCP, to the Seller, in order for Seller to access and manage its FBA Products inventory and the FBA Services.
B. The storing of Policies and transmission of any notification, amendment, instruction, request, correspondence or other communication to the Seller by Arise may be made through any tools, dashboard(s) or medium(s) employed by Arise including but not limited to ASCP or Seller Center. C. The Seller is responsible for supplying and authorising access to the tools to its authorised personnel or representatives, to allow such personnel or representatives to access and manage the FBA Services and FBA Products inventory. Seller shall not share the password to such tools with any unauthorised personnel or representative, or use the tools for any other purpose other than in accordance with these FBA Terms.
D. The Seller shall not dispute any action on the tools, including the ASCP, made on the Seller’s account, unless Arise has been given prior written notice that the access to the Seller’s account resulting in such action is unauthorised. E. The tools are provided on an "as is" basis. Seller acknowledges that any information and any materials provided by or through the tools, including the ASCP, may contain inaccuracies or errors, and Arise and its Affiliates expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law. Any link found on the tools is provided for Seller's convenience to provide further information. Unless otherwise stated, it does not signify that Arise endorses the contents thereof and Arise has no responsibility for the content of external links. 13. Force MajeureA. In addition to the Force Majeure provisions of the Terms, Arise shall have no liability to Seller in respect of FBA Products in Arise’s custody that are lost or damaged by reason of floods, storms, natural calamities and/or other acts of God. If Arise successfully makes any claims against its own insurance policies in respect of such lost or damaged FBA Products and receives payment from its insurers in respect of the same, Arise shall pass on the proceeds it receives from such claims to Seller. B. In addition to the Force Majeure provisions as set out under this Terms, the following shall also be regarded as events of Force Majeure: a. Interruption of production or operation, difficulties in obtaining raw materials, labour, fuel parts or machinery; and b. Power failure or breakdown in machinery.
C. Upon the occurrence of any of the Force Majeure events set out of the Terms, Arise (as applicable) may, at its option, fully or partially suspend delivery/performance of its obligations hereunder while such event or circumstance continues. If any of the Force Majeure events shall continue for a period exceeding one month, Arise may forthwith terminate these Terms upon giving notice in writing to the Seller. 14. Termination of FBA Services A. Either Party may terminate the FBA Services without cause by providing at least fourteen (14) days’ prior written notice to the other Party. B. If any amount due and payable to Arise remains unpaid by the Seller for at least sixty (60) days after the due date, Arise may terminate the FBA Services immediately upon written notice to the Seller. 15. General Lien of FBA Products A. Arise shall, subject to any applicable law, have a lien on any Products in Arise’s possession for any Fees due and owing from you. B. Arise shall have a general lien against any and all FBA Products for any Fees due and owing from you as well as any reasonable expenses incurred by Arise for the preservation of the FBA Products pursuant to applicable Law. Arise shall provide written notice to Seller of its intent to exercise the general lien, the exact amount of monies due and owing, as well as any ongoing storage or other charges. In the event that the Seller does not make full payment of such outstanding monies owed to Arise within fourteen (14) days of such notice, Arise shall have the right to sell the FBA Products in respect of which it has exercised its general lien at a public or private sale or auction and any net proceeds remaining thereafter shall be refunded to the Seller. Seller represents, warrants and undertakes that the FBA Products are and shall be free and clear of liability and liens (other than pursuant to this paragraph). Seller shall remain liable for any outstanding monies which remain unpaid after Arise has sold the FBA Products, to the extent that these exceed the proceeds from the sale of the FBA Products. C. For the avoidance of doubt, in the event that Arise is enforcing the general lien referred to above, it may at its sole discretion choose not to provide any of the FBA Services in relation to the FBA Products in relation to which the general lien is being exercised.
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