AliExpress Terms and Conditions for platform transactions by EU/EEA/UK Consumers
Part A: Version updated on 15 June 2022, effective as of 30 June 2022
THANK YOU FOR USING ALIEXPRESS.
THESE TERMS AND CONDITIONS FOR EU/EEA/UK CONSUMERS RELATE TO WWW.ALIEXPRESS.COM AND ONLY APPLY TO CONSUMERS FROM THE EUROPEAN UNION/EUROPEAN ECONOMIC AREA AND FROM THE UNITED KINGDOM. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY!
IF YOU ARE A USER OF WWW.ALIEXPRESS.RU OR WWW.TMALL.RU OR A USER OF WWW.ALIEXPRESS.COM FROM A REGION OTHER THAN THE EUROPEAN UNION/EUROPEAN ECONOMIC AREA AND THE UNITED KINGDOM, OR YOU OTHERWISE ACCESS THE SITES IN A CAPACITY OTHER THAN A CONSUMER FROM THE EU/EEA/UK, PLEASE CLICK https://rule.alibaba.com/rule/detail/2054.htm TO ACCESS THE TERMS AND CONDITIONS THAT APPLY TO YOU.
These Terms and Conditions for EU/EEA/UK Consumers (this “Contract”) describe the terms and conditions under which you, as a registered member who is also a consumer in the European Union/European Economic Area or in the United Kingdom, may conclude online transactions with third party sellers that are registered members of our Sites (as this term is defined below)] and supply certain product(s) or service(s) to consumers in the European Union/European Economic Area or in the United Kingdom, under the sale terms and conditions established by each third party seller, through websites, mobile sites, mobile applications and other online transaction portals owned, operated, branded or made available by Alibaba Singapore (as defined below in clause 1.2) from time to time which relate to the AliExpress e-commerce platform, including but not limited to the web and mobile-optimized versions of the website identified by the uniform resource locator “www.aliexpress.com”, and the mobile application of the AliExpress e-commerce platform, but excluding expressly www.aliexpress.ru and www.tmall.ru (collectively the “AliExpress Sites” or, simply, the “Sites”).
For the avoidance of doubt, each Online Transaction (as defined below in clause 1.5) is made by and between you and a third party seller only and Alibaba Singapore shall not be considered as a party to such Online Transaction, nor shall Alibaba Singapore be deemed to represent you or the seller in such Online Transaction.
As you are acting as an EU/EEA/UK consumer, please note that to the extent mandatory statutory consumer protection regulations in your country of residence within the EU/EEA/UK contain provisions that are more beneficial for you (such as, as the case may be, withdrawal and conformity guarantee statutory rights), such provisions shall apply. More information on statutory rights for EU consumers can be found at https://sale.aliexpress.com/__mobile/QnoLFBVfqY.htm.
1. Application of this Contract and the Transaction Services
1.1 Acceptance. You agree that by registering, accessing or using our Transaction Services (described in clause 1.5 below), you are agreeing to enter into a legally binding contract with Alibaba Singapore. If you do not agree to this Contract, do not access or otherwise use any of our Transaction Services. If you wish to terminate this Contract, at any time you can do so by closing your account and no longer accessing or using our Transaction Services (as defined in clause 1.5).
1.2 Contracting Party. You are entering into this Contract with Alibaba Singapore but please note that Alibaba Singapore may provide the Transaction Services alone but also in conjunction with our affiliates. We use the term “Designated Countries” to refer to countries in the European Union (EU), European Economic Area (EEA) and the United Kingdom. If you have your habitual residence in a Designated Country or access the Sites from a Designated Country you are entering into this Contract with Alibaba.com Singapore E-Commerce Private Limited (incorporated in Singapore with Company Reg. No. 200720572D and registered office at 51 Bras Basah Road, #04-08 Lazada One, Singapore 189554 (“Alibaba Singapore”, also referred to as “we” and “us”). Alibaba Singapore will be the controller of your personal data provided to, or collected by or for, or processed in connection with our Transaction Services. The collection and processing of your personal data is subject to this Privacy Policy (which includes our cookies policy)] and other documents referenced in this Privacy Policy) and updates.
1.3 Members Only. When you register and join our Sites, you become a member (“Member(s)”). This Contract applies to you only if you are a Member but it will not affect your agreement with us or our affiliates concerning your membership services of the Sites under the Free Membership Agreement unless it is expressly stipulated in this Contract or in the Free Membership Agreement. If you close your account or your membership is terminated by us pursuant to our rights under the Free Membership Agreement, you will no longer be able to use our Transaction Services. However, if at the time of closing the account or your membership been terminated we identify that you have submitted a valid Online Transaction which has not yet been completed, we will make the proper arrangements for such Online Transaction to be completed or reimbursed, depending on the circumstances of the transaction and the cause for the termination of your membership.
1.4 Entire Agreement. This Contract is the only agreement between us regarding the Transaction Services and supersedes all prior agreements for said Transaction Services. This Contract incorporates by reference the documents, policies and rules listed below, as well as the related terms and agreements that may be provided by us and agreed by you when you engage with a feature of the Transaction Services, which you agree to comply with to the extent that they are applicable:
· AliExpress.com Privacy Policy (which includes our cookies policy)
· Intellectual Property Rights (IPR) Protection Policy
In some cases, you may be required to additionally enter into a separate agreement with Alibaba Singapore or our affiliates or other third-party partners in connection with certain aspects of the Transaction Services not covered by this Contract (“Additional Terms”, including to the extent as applicable, if you contract services supplemental to those provided for in this Contract, the Supplemental Services Terms; and, if you contract an Alipay wallet, the Alipay Service Agreement).
If there is any contradiction between the provisions of this Contract and the provisions of the Additional Terms, the Additional Terms shall govern the relevant types of Transaction Services or Online Transactions covered by such Additional Terms.
1.5 Transaction Services. Alibaba Singapore provides an online transaction platform and ancillary services on the Sites (such platform and services, the “Transaction Services”) which allow Members to conclude online transactions for products or services within the Sites subject to the terms of this Contract. In particular, it will allow you to place, pay, conclude and receive fulfillment of orders for the online provision of products and services within the Sites (“Online Transactions”).
1.6 Changes to the Contract or the Transaction Services. We may modify this Contract (including, for the avoidance of doubt, the related terms and agreements included in clause 1.4 above), publish new rules (including dispute rules) or make changes to the functionalities or applications of the Transaction Services themselves (such as making upgrades, modifications, creating limits or suspending them). If we make any changes (except for formatting or error corrections) to this Contract (including any related documentation) or the Transaction Services themselves, or publish new rules, we will provide you notice through our Sites (including posting the newer version on the Sites) or by other means, to provide you the opportunity to review the changes or new terms with at least 15 days before they become effective (not being retroactive), although there might be instances (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) where we might need to give a shorter notice period. If you object to any changes we propose to make, you may close your account by submitting an email requesting so to DataProtection.AE@aliexpress.com, by going to “Profile – Delete account” in the mobile application of the Sites or by applying for account deletion at privacy.aliexpress.com. Your continued use of our Transaction Services after we publish or send a notice about our changes or new terms to this Contract and after they have come into force means that you are consenting to the updated terms as of their effective date.
2. Terms for specific Online Transactions
2.1 Refusal or Cancellation of Online Transactions. Alibaba Singapore reserves the right to suspend to clarify and subsequently or directly refuse/reject or cancel any Online Transaction which we, acting reasonably, determine to be in breach of this Contract (including the related documents referred to in clause 1.4 above), or impose penalties or restrictions, for any relevant reason, including compliance with consumers’ protection, e-commerce, fraud, cybersecurity or intellectual and industrial property rights regulations or at the request of the competent authorities, without any liability for any losses or damages arising out of or in connection with such refusal or cancellation.
The assessment on the breach of this Contract will be conducted internally, by affected departments of Alibaba Singapore, including Platform Governance, Risk control and/or Customer Service teams. The buyer will have the opportunity to provide the input it deems appropriate regarding the decision taken by Alibaba Singapore.
Some situations that may result in an Online Transaction being rejected or canceled include, without limitation, those where problems are identified by our credit and fraud control department, where Alibaba Singapore has reason to believe the Online Transaction is unauthorized, violates any law, rule or regulations or may otherwise subject Alibaba Singapore or any of our affiliates to liability.
Before authorizing the relevant Online Transaction to proceed and charge the buyer, or before carrying out the final decision on the refusal/rejection or cancellation of the Online Transaction, as the case may be, Alibaba Singapore may also require additional verifications or information for any Online Transaction, and you agree to provide such verifications and information to Alibaba Singapore upon request. Failure to submit these verifications and information when requested may result in the Online Transaction failing, in which case Alibaba Singapore is not responsible for such failure. For the avoidance of doubt, if Alibaba Singapore finally determines that such refused or cancelled Online Transaction was not in breach of this Contract, we will make the proper arrangements for such Online Transaction to be completed or reimbursed, depending on the circumstances of the transaction. Alibaba Singapore will not be liable for any losses or damages arising out of or in connection with the refusal or cancellation of the relevant Online Transaction and is allowed to make a determination on any dispute between you and the seller, including the remittance of the funds under an Online Transaction that are held by Alipay (as defined in clause 2.2 below) as instructed by Alibaba Singapore in accordance with this Contract and the Alipay Services Agreement.
2.2 Alipay Services and Alibaba Singapore Supplemental Services.
(i) Alibaba Singapore may, through Alipay, provide certain services for certain Online Transactions (“Alipay Services”). The Alipay Services are provided to EU/EEA/UK users by Alipay (Europe) Limited S.A. and/or its affiliates (collectively, “Alipay”) to receive payment of funds in support of Sites for the Online Transactions. The Alipay Services are provided in accordance with the terms and conditions set out in the Alipay Services Agreement.
(ii) Alibaba Singapore may, through its affiliates, provide certain services for certain Online Transactions (“Alibaba Singapore Supplemental Services”). The Alibaba Singapore Supplemental Services are provided by Alibaba Singapore to receive payment of funds in support of Sites for the Online Transactions. The Alibaba Singapore Supplemental Services are provided in accordance with the terms and conditions set out in the Alibaba Singapore Supplemental Services Agreement.
2.3 Buyer Protection Plan. Without prejudice to your EU/EEA/UK statutory rights, Alibaba Singapore may also provide buyers a protection plan for certain Online Transactions. You can click here if you want to have additional information about our buyer protection plan.
Your main EU/EEA/UK statutory rights include, among others, (i) withdrawal rights within 14 days; (ii) a minimum 2-year legal conformity guarantee right; and (iii) the right to terminate the contract if the seller fails to deliver the goods within the additional period of time appropriate to the circumstances after the initial delivery term. More information on statutory rights for EU consumers can be found at https://sale.aliexpress.com/__mobile/QnoLFBVfqY.htm.
You acknowledge and agree that the protection afforded to you under the buyer protection plan applies to those Online Transactions where the seller subscribed to such plan and the purchase falls within the buyer protection plan’s scope, and that (i) Alipay Services under clause 3.4 of the Alipay Services Agreement and (ii) Alibaba Singapore Supplemental Services under clause 3.4 of the Alibaba Singapore Supplemental Services Agreement will not be applicable to you for such Online Transactions if seller subscribed to buyer protection plan and such plan already covers your purchase. The guarantee service will be performed, revised, suspended and/or terminated according to the agreement reached between the guarantee service provider and the seller. For the avoidance of doubt, any revision, suspension and/or termination of the EU/EEA/UK Buyer Protection Plan will not affect Online Transactions that have already taken place or that have been placed but are not yet completed at the time of the revision, suspension and/or termination of the Buyer Protection Plan.
2.4 Transactions involving a third party finance provider. If you choose to obtain finance for an Online Transaction this section will apply to you and you agree that:
(a) we do not guarantee that any third party finance provider (the “Lender”) will finance such Online Transaction and we will not be liable to you in connection with any such third party financing;
(b) any financing of the transaction will be given by a third party not connected to Alibaba Singapore and be subject to the terms and conditions of such Lender;
(c) we can disclose certain information (for instance, financial and contact data) we have collected from you to the Lender if any such information is necessary for the Lender to review your request for financing and execute the financing contract, as will be previously disclosed to you; and
(d) any dispute with the Lender in connection with the Online Transaction shall be resolved between you and the Lender and Alibaba Singapore shall have no obligation to resolve or assist in any way in the resolution of such dispute.
3. Transactions between you and seller
3.1 Online Order. In order to enter into an Online Transaction you must complete, submit and accept an online order using the applicable process on the Sites and complete such Online Transaction according to the terms of the online order and this Contract (including the related documents referred to in clause 1.4 above). You and seller will be responsible for ensuring that you have agreed to, and specified, all the relevant terms and conditions for the products or services in the relevant manner, including but not limited to the pricing, quantity, specifications, quality standards, inspection, shipping, etc., considering that all transactions concluded on the Sites shall enable Alibaba Singapore as a marketplace to correctly calculate and collect tax to the extent as required by relevant laws and regulations. You shall be the importer on record for customs and taxation purposes, unless otherwise agreed upon between you and seller. For avoidance of doubt, we will remind you before placing the order on potential existence of additional tax and costs that cannot be reasonably calculated in advance but may be payable by you (e.g. import duties, tax and handling fees for products imported from third countries into the EU).
3.2 Cancellation of Online Transactions by you. You can only cancel an Online Transaction in the following circumstances: (a) you are exercising your rights under Directive 2011/83/EU or other consumer protection regulation that may be applicable, including national law, or (b) if any such cancellation is permitted under any applicable Buyer Protection Plan and/or if permitted specifically by the platform for that type of product or Online Transaction. Please refer to https://sale.aliexpress.com/__mobile/QnoLFBVfqY.htm. for your EU/EEA/UK cancellation and withdrawal statutory rights, which include, among others, (i) withdrawal rights within 14 days; (ii) a minimum 2-year legal conformity guarantee right; and (iii) the right to terminate the contract if the seller fails to deliver the goods within the additional period of time appropriate to the circumstances after the initial delivery term.
3.3 Transaction between you and a seller only. Each Online Transaction is made by and between you and a seller only and Alibaba Singapore shall not be considered as a party to such Online Transaction, nor shall Alibaba Singapore be deemed to represent you or the seller in such Online Transaction. Notwithstanding the above, as a provider of Transaction Services, Alibaba Singapore may conduct formality review(s) of an Online Transaction. We will not be responsible for the quality, safety, lawfulness or availability of the products or services offered under any Online Transaction; or the ability of either you or the seller to complete any Online Transaction (except to the extent prohibited by applicable law). We and our affiliates and agents will not be held liable for any losses, damages, claims, liabilities, costs or expenses arising from any Online Transactions, including any breach, partial performance or non-performance of the Online Transaction by the other party to the transaction.
3.4 Payment Methods. Please note that the payment methods available on the Sites may be provided by Alibaba Singapore’s partners or affiliates, including Alipay, and you agree to pay the transaction price listed for any Online Transaction using any such payment methods. In case the Online Transaction adopts Alipay Services, the payment in connection with the Online Transactions concluded will be facilitated by Alipay and subject to the Alipay Services Agreement. Alipay shall not dispose of any such fund except agreed by you and seller in accordance with this Contract and the Alipay Services Agreement.
If the Online Transaction adopts Alibaba Singapore Supplemental Services, then the payment in connection with such transaction will be facilitated by Alibaba Singapore and subject to the Alibaba Singapore Supplemental Services Agreement. By using the Alibaba Singapore Supplemental Services, you acknowledge and agree that Alibaba Singapore is not a bank and the Alibaba Singapore Supplemental Services should in no way be construed as the provision of banking services. Alibaba Singapore is not acting as a trustee, fiduciary or escrow with respect to user’s funds and it does not have control of, nor liability for, the products or services that are paid for with the Alibaba Singapore Supplemental Services. Alibaba Singapore does not guarantee the identity of any user or ensure that you or a seller will complete a transaction on the Sites.
In the event that a dispute arises in relation with the payment method and/or its provider, Alibaba Singapore will use reasonable efforts to assist you in participating in the dispute resolution process of the relevant payment service partners. However, if the participation in the dispute resolution process of the Alibaba Singapore partner is subject to additional fees, these fees shall not be borne by Alibaba Singapore.
3.5 Your Agent. If you are required to conclude and complete an Online Transaction through an agent (e.g. a EU/EEA/UK buyer may be required to engage a qualified import agent), such agent is merely an agent of you. If any obligations are required to be performed by the agent, you shall remain solely liable to the other party of the Online Transaction for the non-performance or default by your agent.
4. Alibaba Singapore Service Fees and Taxation
4.1 Service Fees. Alibaba Singapore may charge service fees for Online Transactions as this may be announced from time to time by Alibaba Singapore on the Sites. In case the Online Transaction adopts Alipay Services, you hereby authorize Alibaba Singapore to instruct Alipay to deduct any service fees that are due and payable to Alibaba Singapore under an Online Transaction and to pay the same to Alibaba Singapore when Alipay releases any amount held by it under the Online Transaction. Neither Alibaba Singapore nor Alipay has any control over, and are not responsible or liable for, the products or services that are paid for with our service.
4.2 Third Party Fees Not Included. If you decide to acquire or purchase any service or product from others in connection with the Online Transaction (eg repair service, logistics fulfilment service, etc.), you will need to pay separately any fees (as well as, where applicable, corresponding taxes) related to such service or product. It shall be your responsibility to settle the fees with such third party vendors.
4.3 Taxes, Financial Charges Not Included. All fees charged by Alibaba Singapore are exclusive of any taxes (such as VAT), duties or other governmental levies or any financial charges. Applicable taxes (such as VAT) will be displayed to you in advance and charged to you on top of the fees. You agree to pay and be responsible for any such taxes, duties, levies or charges for the use of the Transaction Services in addition to our service fees. You further agree that you are responsible for paying any and all applicable taxes associated with the Online Transactions on Alibaba Singapore (including, without limitation, any applicable VAT) and agree to indemnify Alibaba Singapore for failing to pay any applicable taxes. In the event Alibaba Singapore is required by any applicable law to collect or withhold any taxes or duties, you agree to pay such taxes or duties to Alibaba Singapore. You will also be liable for any financial charges for remission of funds to you, and Alibaba Singapore shall have the right to pay such charges from such funds. Alibaba Singapore and Alipay shall have the right to deduct any financial charges incurred as a result of providing the Transaction Services and the party receiving the funds will bear the costs of such bank charges.
5.1 Provision of Information and Assistance. You agree to give all notices, provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for the completion of the Online Transactions and Alibaba Singapore’s provision of the Transaction Services so that the product or services object of the Online Transaction with a seller can be correctly delivered (including, for instance, for customization of the product, where applicable; to facilitate delivery by providing accurate payment method details, addresses, contact details or alternative delivery and pick-up options). If your failure to do so results in delay in the provision of any Transaction Service, cancellation of any Online Transaction, or disposal of any funds, Alibaba Singapore shall not be liable for any losses or damages arising from such default, delay, cancellation or disposal.
5.2 Member’s undertakings. You represent and warrant that:
(a) you will use the Transaction Services in good faith and in compliance with all applicable laws and regulations, including laws related to anti-money laundering and counter-terrorism financing;
(b) all information and material you provide in connection with the use of the Transaction Services is true, lawful and accurate, and is not false, misleading or deceptive;
(c) you will not use the Transaction Services to defraud Alibaba Singapore, our affiliates, or other Members or users of the Sites or engage in other unlawful activities (including without limitation dealing in products prohibited by law).
(d) you will not use the Transaction Services in connection with any Online Transaction that (1) may infringe Alibaba Singapore’s or any third party’s legitimate or proprietary rights including copyright, trademarks, patents or other intellectual property rights; (2) may be in breach of the Intellectual Property Right (IPR) Protection Policy; or (3) may be in breach of this Contract or the Alibaba Singapore Supplemental Services Agreement.
5.3 Breaches. If you are, in Alibaba Singapore’s reasonable opinion, not acting in good faith, abusing the Transaction Services, or otherwise acting in breach of this Contract, Alibaba Singapore shall have the right, except to the extent prohibited by applicable law, to cancel the relevant Online Transaction(s) at any time without any liability for any losses or damages arising out of or in connection with such cancellation, by providing you with a 15-day prior notice prior to the effective date of cancelling the relevant Online Transaction(s), except if a shorter notice period is needed to comply with applicable legal requirements or to address an imminent danger related to defending the online intermediation services, consumers (including EU/EEA/UK buyers) or business users (including sellers) from fraud, malware, spam, data breaches or other cybersecurity risks.
The assessment on the breach of this Contract will be conducted internally, by affected departments of Alibaba Singapore, including Platform Governance, Risk control and/or Customer Service teams. The buyer will have the opportunity to provide the input it deems appropriate regarding the decision taken by Alibaba Singapore.
Before carrying out the final decision on the refusal/rejection or cancellation of the Online Transaction, Alibaba Singapore may require additional verifications or information for any Online Transaction, and you agree to provide such verifications and information to Alibaba Singapore upon request.
Except as otherwise stipulated by applicable law, Alibaba Singapore also reserves the right to impose any penalty, or to temporarily or permanently suspend or terminate your use of the Transaction Services, temporarily or permanently suspend or terminate or procure the suspension or termination of your membership on the Sites by providing you with a 15-day prior notice prior to the effective date of suspension or termination, except if a shorter notice period is needed to comply with applicable legal requirements or to address an unforeseen and imminent danger related to defending the online intermediation services, consumers (including EU/EEA/UK buyers) or business users (including sellers) from fraud, malware, spam, data breaches or other cybersecurity risks. In such cases and except as otherwise stipulated under applicable law, Alibaba Singapore also reserve the right to: (i) temporarily suspend the transaction functionalities of your account with Alibaba Singapore for a prescribed period determined by Alibaba Singapore, or permanently terminate the use of your Alibaba Singapore account and/or (ii) authorize Alipay to temporarily suspend the transaction functionalities of your Alipay account for a prescribed period determined by Alibaba Singapore, or permanently terminate the use of your Alipay account without any liability for any losses or damages arising out of or in connection with such suspension or termination. Alibaba Singapore may also publish the findings, penalties and other records regarding the breaches on the Sites.
5.4 Obligations to Pay Taxes. You shall be solely responsible for payment of any taxes (such as VAT), duties or other governmental levies or any charges or fees that may be imposed on any products or services purchased under or in connection with the Online Transactions, except where Alibaba Singapore is obliged to collect tax on sales you make through us under applicable laws and regulations. For avoidance of doubt, we will remind you before placing the order on potential existence of additional tax and costs that cannot be reasonably calculated in advance but may be payable by you (e.g. import duties, tax and handling fees for products imported from third countries into the EU).
5.5 Feedback System. You will not undermine the integrity of our feedback system, such as providing positive feedback on oneself on the Sites using secondary Member IDs or through third parties, using threats of negative feedback or low detailed seller ratings to get something that was not part of the original listings, or by providing unsubstantiated negative feedback on another Member on the Site, or misusing feedback so that a negative comment is left with a positive rating.
5.6 Indemnification by Member. You agree to indemnify Alibaba Singapore and our affiliates, employees, directors, officers, agents and representatives and to hold them harmless, from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from your use of the Transaction Services or from your breach of this Contract. If at any time Alibaba Singapore reasonably determines that any indemnified claim might adversely affect us, we may assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Alibaba Singapore in asserting any available defenses.
5.7 Collection and Use of Information for Transaction Services. If you have applied for and/or used the Transaction Services of Alibaba Singapore, you acknowledge that Alibaba Singapore, in order to provide the Transaction Services, will access your personal data. Alibaba Singapore will process your personal details, credit information, business information, and financial information (the “Collected Information”) to facilitate the administration, processing, and operation of your use of the Transaction Services. The processing of these data is necessary and the basis for doing so are (i) performing and monitoring the contractual relationship between us, and (ii) carrying out the obligations included in this Contract. In connection with your use of the Transaction Services, Alibaba Singapore may use the Collected Information in the manner set out in the Privacy Policy and/or personal information collection statement relevant to the Transaction Services that you have agreed to prior to or during your application for and use of the Transaction Services.
6. Confidentiality and Personal Data
6.1 Confidential Obligations. You shall keep confidential all confidential information provided by other Members of the Sites or by Alibaba Singapore or any of its affiliates in connection with any Online Transaction or the Transaction Services, without prejudice to the exercise of your rights under applicable laws and regulations.
6.2 Confidential Information. All information and material provided by another Member of the Sites or by Alibaba Singapore or any of its affiliates will be deemed to be confidential information unless such information or material is already in the public domain or has subsequently becomes public other than due to your breach of the confidential obligations.
6.3 Data Protection and Privacy. You must read the Privacy Policy of the Sites which govern the protection and use of personal information of EU/EEA/UK buyers and sellers in the possession of Alibaba Singapore and its affiliates and explains how your personal information may be processed in connection the Transaction Services and Online Transaction. Our Privacy Policy can be accessed at AliExpress.com Privacy Policy.
6.4 Data Protection and Privacy Role of Sellers. EU/EEA/UK buyers are informed that sellers have their own data protection and privacy compliance responsibilities with respect to personal information of EU/EEA/UK buyers or other individuals’ data that the seller processes. While we contractually require that sellers ensure to Alibaba Singapore, that in relation to such personal information they are and will be fully compliant with all applicable data protection and privacy laws, including without limitation maintaining their own records of such personal information independently 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, neither Alibaba Singapore nor any of its affiliates are responsible or liable for a seller’s fulfilment of their obligations under the applicable data protection and privacy laws. For the avoidance of doubt, in relation to such personal information the liability and obligations of Alibaba Singapore and its affiliates under applicable data protection and privacy laws are entirely independent of and separate from the liability and obligations of sellers under such laws.
7. Disclaimer and Limitation of Liability
7.1 No Warranty. You expressly agree that your use of the Transaction Services is at your sole risk. To the fullest extent permitted by applicable law, the Transaction Services are provided on the “as is”, “as available” and “with all faults” basis, and Alibaba Singapore makes no representation or warranty that the Transaction Services will be uninterrupted, timely or error free. Alibaba Singapore makes no representation or warranty with respect to the accuracy, truthfulness and completeness of the information provided by any Member of the Sites, in accordance with e-commerce regulations.
7.2 Exclusion and Limitation of Liabilities. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALIBABA SINGAPORE, INCLUDING ITS AFFILIATES, WILL NOT BE LIABLE IN CONNECTION WITH THIS CONTRACT FOR LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, REPUTATION (E.G. OFFENSIVE OR DEFAMATORY STATEMENTS), LOSS OF DATA (E.G. DOWN TIME OR LOSS, USE OF, OR CHANGES TO, YOUR INFORMATION OR CONTENT) OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.
ALIBABA SINGAPORE AND ITS AFFILIATES WILL NOT BE LIABLE TO YOU IN CONNECTION WITH THIS CONTRACT FOR ANY AMOUNT THAT EXCEEDS (A) THE TOTAL FEES PAID OR PAYABLE BY YOU TO ALIBABA SNGAPORE FOR THE SERVICES DURING THE TERM OF THIS CONTRACT, IF ANY, OR (B) US $1000.
Some of these limitations and exclusions may not apply to you if your state, province or country does not allow the limitation or exclusion of liability for incidental or consequential damages, so the foregoing exclusions or limitations may not apply to you. You may also have other rights under your local law in your state, province or country that vary from state to state. Nothing in this Contract is intended to affect those rights if they are applicable to you.
7.3 Force Majeure. Under no circumstances shall Alibaba Singapore, our affiliates and/or agents be held liable for any delay or failure or disruption of the Transaction Services resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including, without limitation and to the extent permitted by applicable laws and regulations, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties or any suspension or disruption of transportation or business operation (including but not limited to delays or disruption of the resumption of work or operation ordered by any government agency) in the event of a national or regional spread of epidemic or pandemic.
Except as explicitly stated otherwise, legal notices shall be served on you by sending notices to the email address in your latest membership profile on the Sites. Notice shall be deemed given 24 hours after email is sent, unless we are notified that the email address is invalid. Alternatively, we may give you legal notices by mail to the address in your latest membership profile in which case the notice shall be deemed given 36 days after the date of mailing. Legal notices to us shall be provided at the address provided in clause 1.2 above or by courier or certified mail at 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong, for the attention of the Legal Department.
9. Governing Law and Dispute Resolution.
This section is without prejudice to any rights you as European Union/European Economic Area/United Kingdom consumer may have under article 18 of the Brussels I Bis Regulation (OJ EU 2012 L351/1) or applicable UK regulations, which means that you may bring a claim regarding your statutory rights in the EU/EEA/UK country in which you live, generally in the courts of the place where you are domiciled.
9.1 Governing Law. This Contract is subject to Hong Kong laws. Such choice does not deprive you of the protection afforded by mandatory provisions in the laws of the EU/UK and the country of habitual residence, which means that you are entitled to any relevant rights and their exercise under EU/UK laws and the laws of the country of your habitual residence.
9.2 Amicable Negotiations. If any dispute or claim arises from or in connection with this Contract, an Online Transaction or your access to or use of the Transaction Services (“Dispute”), the relevant parties may resolve the Dispute through amicable negotiations.
9.3 Dispute between you and a seller. In case a dispute arises between you and a seller, if the dispute is not resolved through amicable negotiation between you and a seller within the prescribed time period through our Customer Service dispute resolution system (either from the order page inside the Buyer center or else through Customer Service portal at https://sale.aliexpress.com/i18n_help_center.htm), you may submit the dispute to us, and we will then have the power to make a determination for such Dispute or to delegate or sub-contract such power to another party for determination. Upon receipt of a Dispute, we will have the right to rely on our records and request either or both of you and seller to provide supporting documents. We will have the discretion, acting reasonably, to reject or receive any supporting document. Alibaba Singapore is not a judicial or arbitration institution and will make the determinations only as an ordinary non-professional person. Further, we do not warrant that the supporting documents that the parties to the Dispute submit will be true, complete or accurate. For the avoidance of doubt, Alibaba Singapore and our affiliates shall not be liable for any material which is untrue or misleading, and Alibaba Singapore (and our agents, affiliates, directors, officers and employees) shall be released and indemnified from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such dispute. Notwithstanding the foregoing, you can exercise your rights as European Union/European Economic Area/United Kingdom consumer under article 18 of the Brussels I Bis Regulation (OJ EU 2012 L351/1) or applicable UK regulations, and bring a claim regarding your statutory rights in the EU/EEA/UK country in which you live, generally in the courts of the place where you are domiciled.
If you are dissatisfied with our determination and except as otherwise stipulated under applicable law, you may apply to the Hong Kong Arbitration Centre (“HKIAC”) for arbitration and notify Alibaba Singapore of such application within 20 calendar days after the date of receipt of our determination. If either you do not apply for arbitration within the above 20 calendar days, you will be deemed to have agreed that our determination is final and binding on you. With a final determination, in the case the Online Transaction adopts the Alipay Services, we may instruct Alipay to dispose the funds held by Alipay according to such determination, and in the case the Online Transaction adopts Alibaba Singapore Supplemental Services, we may dispose of the funds held by us according to such determination. Further, in this case you and seller will deemed to have waived any claim against Alibaba Singapore, Alipay and our affiliates and agents.
The European Commission maintains an online dispute resolution platform, which can be found here: http://ec.europa.eu/odr.
9.4 Disputes between you and Alibaba Singapore. In case a Dispute arises between you and us, if the Dispute is not resolved between you us by amicable negotiations, the Dispute may be finally resolved by arbitration with the HKIAC, except as otherwise stipulated under applicable law, i.e., this is without prejudice to any rights you as European Union/European Economic Area/United Kingdom consumer may have under article 18 of the Brussels I Bis Regulation (OJ EU 2012 l351/1) or applicable UK regulations, which means that you may bring a claim regarding your statutory rights in the EU/EEA/UK country in which you live, generally in the courts of your habitual residence.
9.5 HKIAC Arbitration. If any Dispute is submitted to the HKIAC for arbitration, the arbitration shall be conducted in accordance with the rules of the HKIAC in force at the time of applying for arbitration as amended by this clause. The arbitration panel shall consist of one single arbitrator. Unless the parties agree otherwise, the arbitration shall be conducted in English and in Hong Kong. The arbitration shall be conducted by telephone, online and/or solely based on written submissions as specified by the party initiating the arbitration, provided that the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties. The arbitration award rendered by the HKIAC shall be final and binding on all the relevant parties. The arbitration expenses shall be borne by the losing party unless otherwise determined in the award.
9.6 Indemnification. If you initiate any legal proceedings against Alibaba Singapore or our affiliates in breach of this clause 9, including, if you have decided to seek dispute resolution with Alibaba Singapore, any legal proceedings disputing Alibaba Singapore’s determination which has become binding on you according to this clause 9, you shall hold Alibaba Singapore and our affiliates, agents, employees, directors, officers harmless and indemnified against any claim, losses, damages that may be suffered by us.
9.7 Limitation Period. In any event, you may not make any claim against us or our affiliates under this Agreement after one year from the occurrence of the matter giving rise to the claim, unless otherwise provided by applicable law.
9.8 Injunctive Relief. Notwithstanding the foregoing provisions, either party may seek injunctive or other equitable relief against the other party in any court of competent jurisdiction (e.g. including the courts of your habitual residence) prior to or during the arbitration.
10. General Provisions
10.1 Severance. If a court with authority over this Contract finds any part of it unenforceable, you and we agree that the court should modify the terms to make that part enforceable, taking its intent into consideration. If the court cannot do that, you and we agree to ask the court to remove that unenforceable part and still enforce the rest of this Contract.
10.2 No Waiver. If we do not act to enforce a breach of this Contract, that does not mean that we have waived our right to enforce this Contract.
10.3 Assignment. Alibaba Singapore shall have the right to assign this Agreement (including all of our rights, titles, benefits, interests, and obligations and duties in this Agreement) to any of our affiliates and to any successor in interest. Alibaba Singapore may delegate certain of Alibaba Singapore rights and responsibilities under this Agreement to independent contractors or other third parties, provided that your rights under this Agreement are not reduced. You may not assign, in whole or part, this Agreement to any person or entity.
**************************************
Part B: Old version - updated on May 1, 2021
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY!
THIS TRANSACTION SERVICES AGREEMENT FOR EU CONSUMERS RELATES TOWWW.ALIEXPRESS.COM AND ONLY APPLIES TO CONSUMERS FROM THE EUROPEAN UNION, AND WHICH, FOR THE AVOIDANCE OF DOUBT, EXCLUDES WWW.ALIEXPRESS.RU AND WWW.TMALL.RU. FOR USERS OF WWW.ALIEXPRESS.COM FROM REGIONS OTHER THAN THE EUROPEAN UNION AND USERS OF WWW.ALIEXPRESS.RU AND WWW.TMALL.RU, PLEASE DO NOT PROCEED WITH THIS TEXT: THE TRANSACTION SERVICES AGREEMENT THAT APPLIES TO YOU IS AVAILABLE AT Transaction Services Agreement.
Thank you for using AliExpress. This Transaction Services Agreement for EU Consumers (this “Agreement”) describes the terms and conditions on which you may conclude online transactions with the Sellers (as defined in clause 3 below) for products and services, using the AliExpress websites, mobile sites, mobile applications and other online transaction portals owned, operated, branded or made available by Alibaba.com (defined below) from time to time which relate tothe AliExpress
e-commerce platform including but not limited to the web and mobile-optimized versions of the website identified by the uniform resource locator “www.aliexpress.com”, and the mobile application of the AliExpresse-commerce platform but excluding www.aliexpress.ru and www.tmall.ru (collectively the “AliExpress Sites” or, simply, the “Sites”). This Agreement contains various limitations on Alibaba.com’s transaction services offered through the Sites as well as gives various powers and authority to Alibaba.com with respect to online transactions effected using Alibaba.com’s transaction services offered through the Sites. This includes without limitation the power and authority to reject or cancel an online transaction, to refund the funds to a buyer or to release the funds to a seller.
1. Application and Acceptance of Terms
1.1 Contracting Party. This Agreement is entered into between you (also referred to as “Member” hereinafter) and Alibaba.com Singapore E-Commerce Private Limited (incorporated in Singapore with Company Reg. No. 200720572D)(“Alibaba.com” or “we”) for use of Alibaba.com’s certain transaction services offered through the Sites as described hereunder.
1.2 Transactional Terms. Alibaba.com provides an online transaction platform and ancillary services on the Sites (such platform and services, the “Transaction Services”) which allow registered members of the Sites to conclude online transactions for products or services within the Sites subject to the terms of this Agreement. Alibaba.com may publish transaction rules, dispute rules and other rules and policies for any type of online transactions and any subsequent amendments or modifications (“Transactional Terms”) as may be made from time to time. Such Transactional Terms are expressly incorporated into this Agreement by reference and you agree to be bound by such rules and policies.
1.3 Binding Agreement. This Agreement, including the Transactional Terms and the General Terms, and, to the extent as applicable, the Alipay Services Agreement and the Alibaba.com Supplemental Services Agreement (all of which as defined under clause 11.1 below), form a legally binding agreement between you and Alibaba.com in relation to your use of the Transaction Services. By accessing and using the Transaction Services, you agree to accept and be bound by this Agreement. Please do not use the Transaction Services if you do not accept all of the terms of this Agreement.
1.4 Amendments. Alibaba.com may amend any terms of this Agreement including the Transactional Terms, the General Terms, the Alibaba.com Supplemental Services Agreement and other related agreements at any time by posting the relevant amended and restated version on the Sites with a minimum 15-day prior notice prior to the new terms’ effective date, except if a shorter notice period is needed to comply with applicable legal requirements or to address an unforeseen and imminent
danger related to defending the online intermediation services, consumers (including EU Buyers) or business users (including Sellers) from fraud, malware, spam, data breaches or other cybersecurity risks. The amended terms shall be effective upon expiry of this notice period. You will have the right to terminate the Agreement before the expiry of the notice period by deleting your account through the AliExpress Privacy Center. By continuing to use the Transaction Services, you agree that the amended terms will apply to you. This Agreement may not otherwise be amended except in writing by an authorized officer of Alibaba.com.
1.5 Alibaba.com Affiliates. Some of the Transaction Services may be supported by our affiliates.
1.6 Additional Terms. In some cases, you may be required to additionally enter into a separate agreement with Alibaba.com or our affiliates in connection with the Transaction Services (“Additional Terms”). If there is any contradiction between
the provisions of this Agreement and the provisions of the Additional Terms, the Additional Terms shall govern the relevant types of Transaction Services or Online Transactions (defined below in clause 2.1), as appropriate.
1.7 Membership Services. This Agreement does not affect your agreement with us or any of our affiliates concerning your subscription and use of the membership services of the Sites, unless otherwise stipulated in this Agreement or the relevant service agreement.
2. Transaction Services
2.1 Transaction Services.
Alibaba.com’s Transaction Services are designed to facilitate registered members of the Sites to place, accept, conclude, manage and fulfill orders for the provision of products and services online within the Sites (“Online Transactions”), which may include certain services which will be either supported by (i) Alipay Singapore E-Commerce Private Limited or its affiliates (“Alipay”), or (ii) Alibaba.com. Alibaba.com reserves the right to change, upgrade, modify, limit or suspend the Transaction Services or any of its related functionalities or applications at any time temporarily or permanently by sending the prior notice referred to in 1.4 above and without any liability for any losses or damages arising out of or in connection with such suspension or termination. Alibaba.com further reserves the right but shall not be obliged to introduce new features, functionalities or applications to the Transaction Services or to future versions of the Transaction Services. All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise expressly stated by Alibaba.com.
2.2 Members Only. Alibaba.com’s Transaction Services are only available to registered members of the Sites. If your membership of the Sites is terminated for any reason, you will no longer be able to use the Transaction Services. In the event that you have a valid Online Transaction under this Agreement at the point at which your membership is terminated, Alibaba.com shall make the proper arrangements for the transaction to be completed or unwound depending on the circumstances of the transaction and the cause for the termination of your membership, in accordance with applicable platform rules.
2.3 Types of Transactions. Alibaba.com’s Transaction Services are available to those types of Online Transactions permitted by Alibaba.com only.
2.4 Lawful Items. The products or services of an Online Transaction using the Transaction Services must be lawful items and must not be otherwise prohibited or restricted by this clause 2.4. You shall not use the Transaction Services in connection with any Online Transaction that:
(a) may infringe Alibaba.com’s or any third party’s legitimate or proprietary rights including but not limited to copyright, trademark right, patent or other intellectual property rights;
(b) may be in breach of the Product Listing Policyor the Intellectual Property Right (IPR) Protection Policy; or
(c) may be in breach of other terms of this Agreement including, but not limited to, the Transactional Terms, the General Terms and the Alibaba.com Supplemental Services Agreement.
Alibaba.com shall have the right to refuse or cancel any Online Transaction which it reasonably determines to be in breach of this clause 2.4.
2.5 Refuse or Cancel Transactions. Apart from clause 2.4, Alibaba.com reserves the right to refuse or cancel any Online Transaction, acting reasonably, for any relevant reason, without any liability for any losses or damages arising out of or in connection with such refusal or cancellation. Some situations that may result in an Online Transaction being rejected or canceled include where problems are identified by our credit and fraud control department, where Alibaba.com has reason to believe the Online Transaction is unauthorized, violates any law, rule or regulations or may otherwise subject Alibaba.com or any of our affiliates to liability. Alibaba.com may also require additional verifications or information for any Online Transaction, and you agree to provide such verifications and information to Alibaba.com upon request.
2.6 Alipay Services and Alibaba.com Supplemental Services.
(a)(i) Alibaba.com may, through Alipay, provide certain services for certain Online Transactions (“Alipay Services”). Alipay Services are provided by Alipay Singapore E-Commerce Private Limited and its affiliates (collectively,“Alipay”) to receive payment of funds in support of Sites for the Online Transactions. The Alipay Services are provided in accordance with the terms and conditions set out in the Alipay Services Agreement.
(a)(ii) Alibaba.com may, through its affiliates provide certain services for certain Online Transactions (“Alibaba.com Supplemental Services”). Alibaba.com Supplemental Services are provided by Alibaba.com to receive payment of funds in support of Sites for the Online Transactions. The Alibaba.com Supplemental Services are provided in accordance with the terms and conditions set out in the Alibaba.com Supplemental Services Agreement.
(b) EU Buyer Protection Plan. Alibaba.com may also provide buyer protection plan for certain Online Transactions. EU Buyer (as defined in clause 3 below) acknowledges and agrees that the protection afforded to you under a buyer protection plan applies to those Online Transactions where the Seller subscribed to such plan and the purchase falls within the buyer protection plan’s scope and (i) Alipay Services under clause 3.4 of the Alipay Services Agreement and (ii) Alibaba.com Supplemental Services under clause 3.4 of the Alibaba.com Supplemental Services Agreement will not be applicable to you for such Online Transactions if Seller subscribed to buyer protection plan and such plan already covers your purchase. EU Buyer acknowledges and agrees Alibaba.com and Seller may add guarantees for the Seller on such Online Transactions within the scope of buyer protection plan without further notifying EU Buyer. The guarantee service will be performed, revised, suspended and/or terminated according to the agreement reached between the guarantee service provider and the Seller.
2.7 Transactional Terms. For any type of Online Transactions, Alibaba.com may impose additional restrictions, limitations and prohibitions as well as penalties for any violations in the relevant Transactional Terms, by providing you with the minimum prior notice referred to in clause 1.4 above. The additional restrictions, limitations, prohibitions or penalties shall be effective upon expiry of the relevant notice period.
2.8 Disputes between EU Buyers and Sellers. You agree that any Dispute arising between you and the other party to an Online Transaction will be handled in accordance with clause 10, and that Alibaba.com shall have the full right and power to make a determination for such Dispute or to delegate or sub-contract such power to another party, without prejudice to clause 10 below. Upon receipt of a Dispute, Alibaba.com shall have the right to rely on its records and request either or both of EU Buyer and Seller to provide supporting documents. Alibaba.com shall have the discretion, acting reasonably, to reject or receive any supporting document. Alibaba.com is not a judicial or arbitration institution and will make the determinations only as an ordinary non-professional person. Further, Alibaba.com does not warrant that the supporting documents that the parties to the Dispute submit will be true, complete or accurate. Alibaba.com and our affiliates shall not be liable for any material which is untrue or misleading. Alibaba.com (and our agents, affiliates, directors, officers and employees) shall be released and indemnified from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such dispute.
2.9 Powers of Alibaba.com. Alibaba.com shall have the full power, authority and discretion to, acting reasonably, reject or cancel an Online Transaction without any liability for any losses or damages arising out of or in connection with such refusal or cancellation and to make a determination on any dispute between EU Buyer and Seller, including the remittance of the funds under an online transaction that are held by Alipay as instructed by Alibaba.com in accordance with this Agreement, the Alipay Services Agreement, and the relevant Transactional Terms. This Agreement, the Alipay Services Agreement, the Alibaba.com Supplemental Services Agreement and the relevant Transactional Terms may not cover all issues that may arise in connection with an Online Transaction. Alibaba.com shall have the right to modify or supplement the Transactional Terms at any time, by providing you with the minimum prior notice referred to in clause 1.4 above. Alibaba.com shall have the right to, acting reasonably, make determinations wherever Alibaba.com considers appropriate having regard to the evidence received by us, commonly accepted principles and practices in the relevant industries and interests of both EU Buyer and Seller regardless whether the issue in question has been expressly addressed in the Transactional Terms or this Agreement, except to the extent prohibited by applicable law.
2.10 Transactions involving a third party finance provider.
You agree that:
(a) Alibaba.com does not guarantee any third party finance provider (the “Lender”) will provide financing to EU Buyer (defined in clause 3 below) in connection with the Online Transaction and shall not be held liable to EU Buyer (defined in clause 3 below) in connection with any third party financing in connection with the Online Transaction;
(b) EU Buyer authorizes Alibaba.com to disclose information related to EU Buyer and/or the Online Transaction to the Lender in connection with the Lender’s provision of financing for the Online Transaction; and
(c) any dispute with the Lender in connection with the Online Transaction shall be resolved between the Lender and the EU Buyer. Notwithstanding the power given to Alibaba.com under this Agreement, it is not Alibaba.com’s obligation to resolve or assist in any way in the resolution of such dispute.
3. Transactions between Sellers and EU Buyers
3.1 Seller and EU Buyer. For the purpose of this Agreement, the term “Seller” means the registered member who supplies the product(s) or service(s) under an Online Transaction to an EU Buyer from the European Union, and the term “EU Buyer” means you, the registered member who is a consumer from the European Union and purchases or acquires the product(s) or service(s) under an Online Transaction.
3.2 Online Order. Seller and EU Buyer shall enter into an Online Transaction for products or services by completing, submitting and accepting an order online using the applicable process on the Sites. Seller and EU Buyer shall be responsible for ensuring that they have agreed to, and specified, all the relevant terms and conditions for the products or services in the relevant manner, including but not limited to the pricing, quantity, specifications, quality standards, inspection, shipping etc., save that, and except to the extent prohibited by applicable law for all transactions concluded on www.aliexpress.com website, mobile site, applications or mobile-optimized applications, the EU Buyer shall be the importer on record for customs and taxation purposes, unless otherwise agreed upon between the EU Buyer and Seller.
3.3 Online Transactions Subject to This Agreement. An Online Transaction is additionally subject to the applicable terms and conditions set forth in this Agreement and the Transactional Terms. Seller and EU Buyer shall complete the Online Transaction according to the terms of the online order, the relevant Transactional Terms and this Agreement. Seller or EU Buyer may only cancel any Online Transaction in accordance with the relevant Transactional Terms.
3.4 Transaction between Seller and EU Buyer Only. Each Online Transaction is made by and between a Seller and a EU Buyer only. Despite that Alibaba.com makes available the Transaction Services and, if applicable, may conduct formality review(s) of an Online Transaction, Alibaba.com shall not be considered as a party to the Online Transaction. Alibaba.com does not represent the Seller nor the EU Buyer in any Online Transaction. Alibaba.com will not be responsible for the quality, safety, lawfulness or availability of the products or services offered under any Online Transaction; or the ability of either Seller or EU Buyer to complete any Online Transaction (except to the extent prohibited by applicable law). Alibaba.com and our affiliates and agents shall not be held liable for any losses, damages, claims, liabilities, costs or expenses arising from any Online Transactions, including any breach, partial performance or non-performance of the Online Transaction by the other party to the transaction.
3.5 Payment of Contract Price. For any Online Transaction, EU Buyer agrees to pay the full transaction price listed for Online Transaction to the Seller through Alipay-supported payment methods (e.g. credit card) or services of Alibaba.com unless another option is made available directly by Alibaba.com on the Sites. When using Alipay or Alibaba.com to submit payment for an Alibaba.com Online Transaction, payments are (in the case of Online Transaction through Alipay) processed through accounts owned by Alipay or one of its affiliates and/or a registered third party service provider acting on Alipay’s behalf, and (in the case of Online Transaction through Alibaba.com) processed through accounts owned by Alibaba.com or one of its affiliates and/or a registered third party service provider acting on Alibaba.com’s behalf. The funds are received for the Seller in accordance with the Transaction Services Agreement.
In the case the Online Transaction adopts Alipay Services, the payment in connection with the Online Transactions concluded will be facilitated by Alipay. Alipay shall not dispose of any such fund except in accordance with Alibaba’s terms as agreed by Seller and EU Buyer which are set out in the terms and conditions of this Agreement and the Alipay Services Agreement.
By using the Alipay Services, you acknowledge and agree that Alipay is not a bank and the Alipay Services should in no way be construed as the provision of banking services. Alipay is not acting as a trustee, fiduciary or escrow with respect to User’s funds and it does not have control of, nor liability for, the products or services that are paid for with the Alipay Services. Alipay does not guarantee the identity of any User or ensure that a EU Buyer or a Seller will complete a transaction on Sites. EU Buyer will not receive interest or other profits in relation to the Alipay Services.
In the case the Online Transaction adopts Alibaba.com Supplemental Services, the payment in connection with the Online Transactions concluded will be facilitated by Alibaba.com. Alibaba.com shall not dispose of any such fund except in accordance with Alibaba.com’s terms as agreed by Seller and EU Buyer which are set out in the terms and conditions of this Agreement and the Alibaba.com Supplemental Services Agreement. By using the Alibaba.com Supplemental Services, you acknowledge and agree that Alibaba.com is not a bank and the Alibaba.com Supplemental Services should in no way be construed as the provision of banking services. Alibaba.com is not acting as a trustee, fiduciary or escrow with respect to User’s funds and it does not have control of, nor liability for, the products or services that are paid for with the Alibaba.com Supplemental Services. Alibaba.com does not guarantee the identity of any User or ensure that a EU Buyer or a Seller will complete a transaction on Sites. EU Buyer will not receive interest or other profits in relation to the Alibaba.com Supplemental Services.
3.6 Payment Methods. Please note that the payment methods available on the Sites may be provided by Alibaba.com’s partners. Alibaba.com will use reasonable efforts to assist you in participating in the dispute resolution process of the relevant payment service partners. However, if the participation in the dispute resolution process is subject to additional fees, this will be at your own cost only.
3.7 Third Party Vendors. You may engage one or more third party vendors for the purpose of completing and fulfilling an Online Transaction such as the warehousing and logistic service companies, shipping agents, inspection agents, insurance companies, warranty, etc. Some of such third party vendors may be partners of Alibaba.com and thus designated by Alibaba.com to you. Among such designated partners, you may be required to agree and accept the terms and conditions of their services online within the Sites. Notwithstanding the foregoing, for all third party vendors, you acknowledge and agree that such third party vendors are engaged at your own discretion and cost and that Alibaba.com and our affiliates and agents shall not be held liable for any losses, damages, claims, liabilities, costs or expenses arising from the services of such third party vendors. You shall ensure that the third parties comply with Terms of Useand Privacy Policy (as defined in clause 11.1 below).
3.8 Your Agent. If you are required to conclude and complete an Online Transaction through an agent e.g. a EU Buyer may be required to engage a qualified import agent, such agent is merely an agent of you. If any obligations are required to be performed by the agent, you shall remain solely liable to the other party of the Online Transaction for the non-performance or default by your agent.
4. Alibaba.com Service Fees
4.1 Service Fees. Alibaba.com may charge service fees for Online Transactions as this may be announced from time to time by Alibaba.com on the Sites. Alibaba.com reserves the right to charge any service fees for other types of Online Transactions upon prior notification published on the Sites. In a case where the Online Transaction adopts Alipay Services, you hereby authorize Alibaba.com to instruct Alipay to deduct any service fees that are due and payable to Alibaba.com under an Online Transaction and to pay the same to Alibaba.com when Alipay releases any amount held by it under the Online Transaction. Neither Alibaba.com nor Alipay has any control over, and are not responsible or liable for, the products or services that are paid for with our service. We cannot ensure that a Seller you are dealing with will actually complete the transaction.
4.2 Third Party Fees Not Included. The service fees which may be charged by Alibaba.com do not include any fees (including, but not limited to, all taxes) for any service or product that you may acquire or purchase from others in connection with the Online Transaction. It shall be your responsibility to settle the fees with such third party vendors.
4.3 Taxes, Financial Charges Not Included. All fees charged by Alibaba.com are exclusive of any taxes (such as VAT), duties or other governmental levies or any financial charges. You agree to pay and be responsible for any such taxes, duties, levies or charges for the use of the Transaction Services in addition to our service fees. You further agree that you are responsible for paying any and all applicable taxes associated with the transactions on Alibaba.com (including, without limitation, any applicable VAT or sales tax) and agree to indemnify Alibaba.com for failing to pay any applicable taxes. In the event Alibaba.com is required by any applicable law to collect or withhold any taxes or duties, you agree to pay such taxes or duties to Alibaba.com. You will also be liable for any financial charges for remission of funds to you, and Alibaba.com shall have the right to pay such charges from such funds. Alibaba.com and Alipay shall have the right to deduct any financial charges incurred as a result of providing the Transaction Services and the party receiving the funds will bear the costs of such bank charges.
5. Member’s Responsibilities
5.1 Provision of Information and Assistance. You agree to give all notices, provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for the completion of the Online Transactions and Alibaba.com’s provision of the Transaction Services. If your failure to do so results in delay in the provision of any Transaction Service, cancellation of any Online Transaction, or disposal of any funds, Alibaba.com shall not be liable for any losses or damages arising from such default, delay, cancellation or disposal.
5.2 Representations and Warranties. You represent and warrant that:
(a) you will use the Transaction Services in good faith and in compliance with all applicable laws and regulations, including laws related to anti-money laundering and counter-terrorism financing;
(b) all information and material you provide in connection with the use of the Transaction Services is true, lawful and accurate, and is not false, misleading or deceptive; and
(c) you will not use the Transaction Services to defraud Alibaba.com, our affiliates, or other members or users of the Sites or engage in other unlawful activities (including without limitation dealing in products prohibited by law).
5.3 Breaches. If you are, in Alibaba.com’s reasonable opinion, not acting in good faith, abusing the Transaction Services, or otherwise acting in breach of this Agreement, Alibaba.com shall have the right, except to the extent prohibited by applicable law, to cancel the relevant Online Transaction(s) at any time without any liability for any losses or damages arising out of or in connection with such cancellation. Except as otherwise stipulated by applicable law, Alibaba.com also reserves the right to impose any penalty, or to temporarily or permanently suspend or terminate your use of the Transaction Services, temporarily or permanently suspend or terminate or procure the suspension or termination of your membership on the Sites by providing you with the minimum prior notice referred to in clause 1.4 above. In such cases and except as otherwise stipulated under applicable law, Alibaba.com also reserves the right to , (i) temporarily suspend the transaction functionalities of your account with Alibaba.com for a prescribed period determined by Alibaba.com, or permanently terminate the use of your Alibaba.com account and/or (ii) authorize Alipay to temporarily suspend the transaction functionalities of your Alipay account for a prescribed period determined by Alibaba.com, or permanently terminate the use of your Alipay account without any liability for any losses or damages arising out of or in connection with such suspension or termination. Alibaba.com may also publish the findings, penalties and other records regarding the breaches on the Sites.
5.4 Obligations to Pay Taxes. You shall be solely responsible for payment of any taxes (such as VAT), duties or other governmental levies or any charges or fees that may be imposed on any products or services purchased or supplied under or in connection with the Online Transactions.
5.5 Feedback System. You shall not take any action which may undermine the integrity of Alibaba.com’s feedback system, such as providing positive feedback on oneself on the Sites using secondary Member IDs or through third parties or by providing unsubstantiated negative feedback on another member on the Sites.
5.6 Indemnification by Member. To the fullest extent allowed by applicable law, you agree to indemnify Alibaba.com and our affiliates, employees, directors, officers, agents and representatives and to hold them harmless, from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from your use of the Transaction Services or from your breach of this Agreement. If at any time Alibaba.com reasonably determines that any indemnified claim might adversely affect us, we may assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Alibaba.com in asserting any available defenses.
5.7 Collection and Use of Information for Transaction Services. If you have applied for and/or used the Transaction Services of Alibaba.com, you acknowledge and agree that Alibaba.com shall have the right to use the information collected about you and your Online Transactions, including but not limited to your credit information, business information, personal information (such as applicant name and home address) and financial information (the “Collected Information”) to facilitate the administration, processing, and operation of your use of the services. In connection with your use of the Transaction Services, Alibaba.com may use the Collected Information in the manner set out in the Privacy Policy and/or personal information collection statement relevant to the Transaction Services that you have agreed to prior to or during your application for and use of the Transaction Services.
6. Confidentiality
6.1 Confidential Obligations. You shall keep confidential all confidential information provided by other members of the Sites or by Alibaba.com or any of its affiliates in connection with any Online Transaction or the Transaction Services.
6.2 Confidential Information. All information and material provided by another member of the Sites or by Alibaba.com or any of its affiliates will be deemed to be confidential information unless such information or material is already in the public domain or has subsequently becomes public other than due to your breach of the confidential obligations.
6.3 Data Protection and Privacy. You must read the privacy policies of Sites which govern the protection and use of personal information of EU Buyers and Sellers in the possession of Alibaba.com and its affiliates and explains how your personal information may be processed in connection with products and services offered by Alibaba.com. Our Privacy Policy can be accessed at AliExpress.com Privacy Policy.
6.4 Data Protection and Privacy Role of Sellers. EU Buyers are informed that Sellers have their own data protection and privacy compliance responsibilities with respect to personal information of EU Buyers or other individuals that the Seller processes. Sellers represent and warrant, and undertake to ensure to Alibaba.com, that in relation to such personal information they are and will be fully compliant with all applicable data protection and privacy laws, including without limitation maintaining their own records of such personal information independently 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. Neither Alibaba.com nor any of its affiliates is responsible or liable for a Seller's fulfilment of their obligations under applicable data protection and privacy laws. For the avoidance of doubt, in relation to such personal information the liability and obligations of Alibaba.com and its affiliates under applicable data protection and privacy laws are entirely independent of and separate from the liability and obligations of Sellers under such laws.
7. Disclaimer and Limitation of Liability
7.1 No Warranty. You expressly agree that your use of the Transaction Services is at your sole risk. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TRANSACTION SERVICES ARE PROVIDED ON THE "AS IS", "AS AVAILABLE" AND “WITH ALL FAULTS” BASES, AND ALIBABA.COM MAKES NO REPRESENTATION OR WARRANTY THAT THE TRANSACTION SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE. ALIBABA.COM MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE ACCURACY, TRUTHFULNESS AND COMPLETENESS OF THE INFORMATION PROVIDED BY ANY MEMBER OF THE SITES. YOU WILL BE SOLELY RESPONSIBLE FOR ALL CONSEQUENCES RESULTING FROM YOUR OWN JUDGEMENT AND DECISION TO USE OR OTHERWISE RELY ON SUCH INFORMATION. ALIBABA.COM AND OUR AFFILIATES FURTHER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY DISCLAIMED AND EXCLUDED.
7.2 Exclusion and Limitation of Liabilities. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALIBABA.COM SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF DATA, WHETHER IN CONTRACT, NEGLIGENCE, TORT, EQUITY OR OTHERWISE, ARISING FROM THE USE OF OR INABILITY TO USE THE TRANSACTION SERVICES. THE AGGREGATE LIABILITY OF ALIBABA.COM AND OUR AFFILIATES AND AGENTS INCLUDING BUT NOT LIMITED TO ALIPAY ARISING FROM THE TRANSACTION SERVICES IN CONNECTION WITH ANY ONLINE TRANSACTION SHALL NOT EXCEED THE HIGHER OF THE SERVICE FEES CHARGED BY ALIBABA.COM OR US$1,000.
7.3 SOME OR ALL OF THESE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IF YOUR STATE, PROVINCE OR COUNTRY DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS UNDER YOUR LOCAL LAW IN YOUR STATE, PROVINCE OR COUNTRY THAT VARY FROM STATE TO STATE. NOTHING IN THIS AGREEMENT IS INTENDED TO AFFECT THOSE RIGHTS IF THEY ARE APPLICABLE TO YOU.
8. Force Majeure
8.1 Under no circumstances shall Alibaba.com, our affiliates and/or agents be held liable for any delay or failure or disruption of the Transaction Services resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties or any suspension or disruption of transportation or business operation (including but not limited to delays or disruption of the resumption of work or operation ordered by any government agency) in the event of a national or regional spread of epidemic or pandemic.
9. Notices
9.1 Notices. Except as explicitly stated otherwise, legal notices shall be served on you by sending notices to the email address in your latest membership profile on the Sites. Notice shall be deemed given 24 hours after email is sent, unless we are notified that the email address is invalid. Alternatively, we may give you legal notices by mail to the address in your latest membership profile in which case the notice shall be deemed given five days after the date of mailing. Except as explicitly stated otherwise, legal notices shall be served on Alibaba.com by sending the notices to Alibaba.com personally, by courier or certified mail at 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong, for the attention of the Legal Department.
10. Governing Law; Jurisdiction
10.1 GOVERNING LAW. THIS AGREEMENT IS SUBJECT TO HONG KONG LAWS. SUCH CHOICE DOES NOT DEPRIVE EUROPEAN UNION CONSUMERS OF THE PROTECTION AFFORDED BY MANDATORY PROVISIONS IN THE LAWS OF THE COUNTRY OF HABITUAL RESIDENCE, WHICH MEANS THAT YOU ARE ENTITLED TO ANY RELEVANT RIGHTS UNDER THE LAWS OF THE COUNTRY OF YOUR HABITUAL RESIDENCE.
10.2 Amicable Negotiations. If any dispute or claim arises from or in connection with this Agreement, an Online Transaction or your access to or use of the Transaction Services (“Dispute”), the relevant parties shall resolve the Dispute through amicable negotiations.
10.3 DISPUTE BETWEEN EU BUYER AND SELLER. IN CASE A DISPUTE ARISES BETWEEN EU BUYER AND SELLER, IF THE DISPUTE IS NOT RESOLVED THROUGH AMICABLE NEGOTIATION WITHIN THE PRESCRIBED TIME PERIOD ACCORDING TO THE RELEVANT TRANSACTIONAL TERMS, YOU AGREE TO SUBMIT THE DISPUTE TO ALIBABA.COM FOR DETERMINATION. IF YOU ARE DISSATISFIED WITH ALIBABA.COM’S DETERMINATION AND EXCEPT AS OTHERWISE STIPULATED UNDER APPLICABLE LAW, YOU MAY APPLY TO THE HONG KONG ARBITRATION CENTRE (“HKIAC”) FOR ARBITRATION AND NOTIFY ALIBABA.COM OF SUCH APPLICATION WITHIN 20 CALENDAR DAYS AFTER THE DATE OF RECEIPT OF ALIBABA.COM’S DETERMINATION. IF EACH OF EU BUYER AND SELLER IN THE DISPUTE DOES NOT APPLY FOR ARBITRATION WITHIN THE ABOVE 20 CALENDAR DAYS, EACH OF THE EU BUYER AND THE SELLER SHALL BE DEEMED TO HAVE AGREED THAT ALIBABA.COM’S DETERMINATION SHALL BE FINAL AND BINDING ON YOU. WITH A FINAL DETERMINATION, IN THE CASE THE ONLINE TRANSACTION ADOPTS THE ALIPAY SERVICES, ALIBABA.COM MAY INSTRUCT ALIPAY TO DISPOSE THE FUNDS HELD BY ALIPAY ACCORDING TO SUCH DETERMINATION, AND IN THE CASE THE ONLINE TRANSACTION ADOPTS ALIBABA.COM SUPPLEMENTAL SERVICES, ALIBABA.COM MAY DISPOSE OF THE FUNDS HELD BY ALIBABA.COM ACCORDING TO SUCH DETERMINATION. FURTHER, EACH OF EU BUYER AND SELLER SHALL BE DEEMED TO HAVE WAIVED ANY CLAIM AGAINST ALIBABA.COM, ALIPAY AND OUR AFFILIATES AND AGENTS. THIS IS WITHOUT PREJUDICE TO ANY RIGHTS YOU AS EUROPEAN UNION CONSUMER MAY HAVE UNDER ARTICLE 18 OF THE BRUSSELS I BIS REGULATION (OJ EU 2012 L351/1), WHICH MEANS THAT YOU MAY BRING A CLAIM REGARDING YOUR STATUTORY RIGHTS IN THE EU COUNTRY IN WHICH YOU LIVE, GENERALLY IN THE COURTS OF THE PLACE WHERE YOU ARE DOMICILED.
THE EUROPEAN COMMISSION MAINTAINS AN ONLINE DISPUTE RESOLUTION PLATFORM AVAILABLE AT EC.EUROPA.EU/CONSUMERS/ODR
10.4 Disputes between you and Alibaba.com. In case a Dispute arises between you and Alibaba.com, if the Dispute is not resolved between you and Alibaba.com by amicable negotiations and except as otherwise stipulated under applicable law, the Dispute may be finally resolved by arbitration with the HKIAC, except as otherwise stipulated under applicable law, i.e., this is without prejudice to any rights you as European Union consumer may have under article 18 of the Brussels I Bis Regulation (OJ EU 2012 l351/1), which means that you may bring a claim regarding your statutory rights in the EU country in which you live, generally in the courts of the place where you are domiciled.
10.5 HKIAC ARBITRATION. IF ANY DISPUTE IS SUBMITTED TO THE HKIAC FOR ARBITRATION, THE ARBITRATION SHALL BE CONDUCTED IN ACCORDANCE WITH THE RULES OF THE HKIAC IN FORCE AT THE TIME OF APPLYING FOR ARBITRATION AS AMENDED BY THIS CLAUSE. THE ARBITRATION PANEL SHALL CONSIST OF ONE SINGLE ARBITRATOR. UNLESS THE PARTIES AGREE OTHERWISE, THE ARBITRATION SHALL BE CONDUCTED IN ENGLISH AND IN HONG KONG. THE ARBITRATION SHALL BE CONDUCTED BY TELEPHONE, ONLINE AND/OR SOLELY BASED ON WRITTEN SUBMISSIONS AS SPECIFIED BY THE PARTY INITIATING THE ARBITRATION, PROVIDED THAT THE ARBITRATION SHALL NOT INVOLVE ANY PERSONAL APPEARANCE BY THE PARTIES OR WITNESSES UNLESS OTHERWISE AGREED BY THE PARTIES. THE ARBITRATION AWARD RENDERED BY THE HKIAC SHALL BE FINAL AND BINDING ON ALL THE RELEVANT PARTIES. THE ARBITRATION EXPENSES SHALL BE BORNE BY THE LOSING PARTY UNLESS OTHERWISE DETERMINED IN THE AWARD.
10.6 Indemnification. If you initiate any legal proceedings against Alibaba.com or our affiliates in breach of this clause 10, including any legal proceedings disputing Alibaba.com’s determination which has become binding on you according to this clause 10, you shall hold Alibaba.com and our affiliates, agents, employees, directors, officers harmless and indemnified against any claim, losses, damages that may be suffered by us.
10.7 Limitation Period. In any event, you may not make any claim against Alibaba.com or our affiliates under this Agreement after one year from the occurrence of the matter giving rise to the claim.
10.8 Injunctive Relief. Notwithstanding the foregoing provisions, either party may seek injunctive or other equitable relief against the other party in any court of competent jurisdiction prior to or during the arbitration.
11. General Provisions
11.1 Entire Agreement. This Agreement constitutes the entire agreement between you and Alibaba.com with respect to and governs the use of the Transaction Services, superseding any prior written or oral agreements in relation to the same subject matter herein.
Notwithstanding the above, you agree that you shall also comply with relevant rules and policies published on the Sites which are also incorporated into this Agreement by reference and where applicable to you as, among others, “Buyer” or “User” thereunder (“General Terms”). The General Terms include without limitation:
· Terms of Use;
· Aliexpress.com Privacy Policy (the “Privacy Policy”); and
· Intellectual Property Right (IPR) Protection Policy.
In addition to the relevant Transactional Terms and General Terms, you should also carefully read, to the extent as applicable, (i) the Alipay Services Agreement made between you as a User and Alipay (the“Alipay Services Agreement”), and (ii) the Alibaba.com Supplemental Services Agreement between you as a User and Alibaba.com (the“Alibaba.com Supplemental Services Agreement”), which are hereby incorporated into this Agreement by reference. Unless expressly indicated otherwise, in case of contradiction between this Agreement and the Transactional Terms, the General Terms or the Alibaba.com Supplemental Services Agreement, this Agreement shall prevail.
11.2 Severance. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.
11.3 Headings. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
11.4 Independent Contractor. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
11.5 No Waiver. Any failure by Alibaba.com and our affiliates to exercise any of our rights under this Agreement shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach. A waiver shall be effective only if made in writing.
11.6 Assignment. Alibaba.com shall have the right to assign this Agreement (including all of our rights, titles, benefits, interests, and obligations and duties in this Agreement) to any of our affiliates and to any successor in interest. Alibaba.com may delegate certain of Alibaba.com rights and responsibilities under this Agreement to independent contractors or other third parties. You may not assign, in whole or part, this Agreement to any person or entity.