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1. Introduction

1.1 Welcome to www.ambersouq.com (“Site”).

1.2 These Seller Terms & Conditions (“Seller Terms”) and all policies and additional terms (if applicable) posted on the Site set out the terms on which you, as a seller, can access and use our Site, services and applications, including our mobile application, (collectively, the “Services”) for selling directly to buyers on the Site. These Seller Terms apply in addition to all our other terms (including our Terms of Use, Terms of Sale and Privacy Policy (available on the Site and as amended from time to time)) (collectively the “Legal Documents”). By accessing, registering and/or continuing to use or access our Services, you are agreeing to be bound by these Seller Terms and the Legal Documents with immediate effect. References in these Seller Terms to “you” (or similar) are references to you as a legal entity.

2. Our Services

2.1 We, Amber Souq electronics TR and our affiliates provide Services for you as a seller to enable you to offer your products to buyers registered on the Site. Depending on the business model, our Services, provided by us or by affiliated companies or other third parties, may include, (a) warehousing, order management and fulfilment (e.g. communication with a buyer on his/her purchase, obtaining payment from a buyer and organizing delivery); (b) shipping the product from your warehouse/premises to the buyer; (c) cash collection and processing of payments; and (d) call centre and customer support, as per our Terms of Use and our Terms of Sale.

2.2 We reserve the right to determine the content, appearance, design, functionality and all other aspects of the Site and the Services (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site and the Service and any element, aspect, portion or feature thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to de-list, or to require you not to list, any or all products in our sole discretion. We may, in our sole discretion, withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of your sale transactions if we consider it necessary for legal purposes or to ensure compliance with these Seller Terms.

3. Business Models

The business models available to you are detailed in the service annex that forms part of these Seller Terms (“Service Annex”). Each product type must be accurately detailed against the correct business model. In instances where the product is stocked by you and delivered to the buyer by us, you must process the order within the time period pre-defined on your account. We reserve the right, in accordance with the seller performance program, to suspend or block your account for, (a) your delivery delays against agreed timeline; b) a high level of returns; c) negative reviews from buyers; and/or (d) cancellation of a confirmed order by a buyer.

4. Your Obligations

4.1 You are obligated to read the Legal Documents and in particular, take note of the account eligibility and information requirements for opening a seller account and your responsibilities when using the Site, including with respect to prohibited products under the Terms of Use.

4.2 In addition to your obligations set out in the Legal Documents, and unless otherwise agreed by us, you agree to:

(a) deliver products in accordance with the packaging requirements and other instructions we notify you of in writing in advance;

(b) package and transport products safely and in such a manner that minimizes the risk of damage to the product;

(c) obtain all necessary documentation, permits and consents to deliver the product;

(d) arrange pick-up of products that are the subject of a return, replacement or exchange request or are otherwise rejected by us at the quality check stage;

(e) offer a twenty-four (24) hours warranty for all (defined in the Terms of Sale) products that are sold to buyers in the GCC. The warranties are applicable in cases where there are defects in material, design and workmanship. Your obligations are limited to repair of defective product or replacement of the defective part or at our discretion, replacement or refund according to market price of the product itself. For further details on warranties, please refer to the Terms of Sale;

(f) remain responsible for after-sales services, guarantees and maintenances and defects; and

(g) comply with our instructions regarding your products or use of our Services, including with respect to removing listings of products that violate a third party’s intellectual property rights, arranging delivery to our warehouse or pick-up of returns or similar matters.

(h) send to us your value added tax (“VAT”) registration details and any additional information requested by us. All registration details or requested information provided to us must be accurate and correct.

(i) update your pricing to take into account VAT. Any products which are shipped to the buyer on or after January 1st, 2018 will be subject to VAT.

4.3 You acknowledge that we are focused on ensuring an enjoyable user experience on the Site and that we have agreed to perform certain Services for buyers with respect to delivery, returns, replacements, exchanges and warranty of products under the Terms of Sale to enhance the user experience. You agree to provide all assistance necessary to enable us to fulfil our obligations to the buyers under the Terms of Sale and you further agree to, (a) accept a returned product where a buyer has a right to return a product under the Terms of Sale; (b) replace or exchange a product that a buyer returns under our Terms of Sale and ensure that replacement or exchange is within a reasonable time period to enable us to meet our obligations under the Terms of Sale; and (c) do all things necessary to issue a refund to a buyer to ensure that we fulfil our refund obligations under our Terms of Sale.

4.4 You accept that products returned due to cancellation by a customer, or a quality check failure will be returned to you within seven (7) days; and products marked as non-deliverable, and customer initiated returns will be returned to you within twenty-one (21) days, or within thirty (30) days for products shipped internationally.

4.5 You accept that you may be charged an amount up to 100% of the price of a product, where you refuse to accept and fulfill an order because:

(a) the product is out of stock on your side, despite being listed with stock on your seller account; orwas listed and live on the Site but is out of stock; and

(b) you submitted a wrong product price on your account.

4.6 Furthermore, you agree that:

(a) at our sole discretion, we may, for operational or any other reason, choose to purchase the product from you and resell to the buyer; and, in such case, your obligations under this section 4, including without limitation, warranty, returns policy, and payment terms, will remain applicable to the buyer who first made the order on the Site as if the sale was directly to that buyer.

(b) we have the right to reject a product upon receipt from you if, (i) it is damaged; (ii) it does not meet our packaging, quality or other requirements; (iii) it does not contain the necessary documentation; or (iv) it does not comply with these Seller Terms or any applicable laws;

(c) in circumstances where we stock your product, we have the right to dispose of or otherwise do as we please with your product if you do not arrange to pick-up in the case of rejection by us or return by a customer within fifteen (15) days from the date we notify you of the rejection or return; and

(d) you retain all title to products until delivered and paid for by a buyer, and at no point during the provision of our Services will we have title to the products.

(e) in order to facilitate transactions between you and the buyer, we will raise invoices and credit notes on your behalf, based on the VAT registration details you provide in accordance with clause 4.2 (h). Such invoices and credit notes shall be provided to you in electronic format; and

(f) the primary invoicing relationship is between you and the buyer, therefore, you will not issue any invoices to us. Only a packing list or delivery slip can be issued to us.

5. Fees and Payments

5.1 The fees applicable for using our Services depend on the business model selected. The fees are included and detailed in the Service Annex and may vary in the future. The Service Annex, that is in effect on the date of sale of the relevant product, shall govern the transaction.

5.2 We or our affiliated business or third parties engaged to provide the Services may charge you for: (a) listing products; (b) a percentage of a sales transaction; (c) using our delivery, warehousing and logistics services; (d) payment processing fees, chargeback or related fees; (e) customs or other taxes we may incur in providing you the Services; (f) costs we may incur if you breach clause ‎4.2; and (g) other fees that will be notified to you in advance.

5.3 You can verify sales reports through your account and the report will include the amount successfully collected for your products minus applicable fees (“Sale Proceeds”).

5.4 Sale Proceeds will be paid to your bank account on a weekly occurrence. Sales Proceeds can be credited only to bank accounts or any other country shown on the Site as supported by our standard functionality and enabled for your account.

5.5 To authorize payments to you, we may be required to create an account for you with our third-party payment processors, including accepting their standard terms and conditions and submitting your details to them on your behalf. You hereby authorize us to do so and we shall not be liable to you for any damage or loss you may incur as a result.

5.6 You agree that we may choose to offer discounts against your products. In such instance, we will include a discount in the invoice raised from you to the buyer, and will pay for this discount by adjusting our commission.

5.7 If you wish to sell your products to buyers, you hereby authorize us to list the products at a higher price to cover shipping and handling fees Furthermore, when importing products, there is a five percent (5%) tax levy that we are required to pay which goes directly to the government for clearance of imported products. Therefore, you agree that we can deduct a five percent (5%) charge on the sale price of the products sold. the definition of recoverable input tax is as follows:

The input tax that is recoverable by a taxable person for any tax period is the total of input tax paid for goods and services which are used or intended to be used for making any of the following: 1. taxable supplies; 2. supplies that are made outside the state which would have been taxable supplies had they been made in the state; and 3. Supplies specified in the Executive Regulation of this Decree-Law that are made outside the state, which would have been treated as exempt had they been made inside the state.

5.8 If you have provided your VAT registration details, we will issue the invoice to the buyer on your behalf and remit to you the full amount collected from the buyer less any of our commissions.

5.9 If you have failed to provide your VAT registration details, we may purchase the product from you and resell the product to the buyer in accordance with clause 4.4 (a). You agree that we will deduct five percent (5%) from the payment remitted to you, unless a VAT invoice from you can be provided.

5.10 Notwithstanding these Seller Terms and without prejudice to our other rights and remedies, you acknowledge our right to:

(a) withhold all and any amounts owing to you to recover from such amounts all losses or damages suffered by us or a buyer, as solely determined by us, including with respect to: (i) products that infringe a third party’s intellectual property rights; or (ii) your fraudulent conduct.

(b) upon suspension or termination of your account or your use of the Services, set off against any payments to be made to you, an amount determined by us to be adequate to cover chargebacks, refunds, adjustments or other amounts paid to buyers in connection with your sale transactions for a three (3) month period. At the end of such three (3) month period following suspension or termination, we will disburse you any amount not used to offset chargebacks, refunds, adjustments or such other amounts paid to buyers or seek reimbursement from you via any of the following for any additional amount required to offset chargebacks, refunds, adjustments or other amounts paid to buyers, as applicable: (i) by deducting from future payments owed to you; (ii) reversing any credits to your account; (iii) charging your credit card; or (iv) seeking such reimbursement from you by any other lawful means. You further authorize us to use any or all of the foregoing methods to seek reimbursement, including the debiting of your credit card or bank account.

5.11 You agree to indemnify and hold us, our parent company, subsidiaries and affiliates and our and their directors, officers, agents, employee, suppliers, subcontractors or licensors harmless from and against any losses, damages and expenses (including legal fees and attorney’s fees) arising out of or relating to any claims or demands made by any third-party due to or arising out of: a) your breach of this section 5 or clause 4.2 (h); or b) your violation of any applicable laws or regulations.

6. Intellectual Property

You hereby grant us a non-exclusive, royalty-free, sub-licensable, transferrable, assignable, perpetual and worldwide licence to use your trademarks and other intellectual property you may provide to us in order for us to provide the Services to our end users.

7. Warranties, Representations and Undertakings

7.1 You warrant, represent and undertake that: (a) you have full power and authority to enter into these Seller Terms and you shall, at all times, fully comply with all applicable laws, statutes and regulations, including, without limitation: (i) anti-bribery, anti-corruption, export control and sanctions laws; (ii) consumer protection laws; (iii) import regulations, including with respect to type approvals; and (iv) customs duties and other applicable taxes; (b) you have all the necessary licences, permissions, authorisations, proprietary rights, consents and permits in the products you list or which are listed on your behalf and to sell and promote these products in GCC; (c) your listed products conform to the required quality and safety standards in GCC; (d) all products new (and not refurnished or used) are free from any defects; (f) you are solely responsible for any liability arising from the purchase and use of your listed products by Site users or other third parties; (g) you own or have the authority to grant the licences granted to us by you under these Seller Terms and any content you submit as part of your use of the Services and any products that you list do not violate the rights of any third party anywhere in the world including, without limitation, any intellectual property rights (whether registered or not); and (h) the product dimensions displayed by you on the Site are correct and accurate. If the dimensions are not correct, you will be liable for any additional shipping costs that might be incurred.

7.2 Subject to clause 7.1, the Services are provided to you on an “as is” basis without representations, warranties or conditions of any kind. We disclaim all warranties, conditions and representations of any kind, whether express, implied or collateral, including, but not limited to, all conditions, representations or warranties of merchantability, of fitness for a particular or general purpose, of non-infringement, of compatibility or that the Services are secure or error free or will operate without interruption or will be provided in a timely or proper manner or at all.

7.3 Furthermore, whilst we attempt to be as accurate as possible, we do not warrant that product descriptions or other content of any Service is accurate, complete, reliable, current, or error-free. Additionally, it is your responsibility to review the content of your listings for accuracy and that you will not attempt to hold our catalogue/content providers or us responsible for inaccuracies.

8. Anti-Counterfeiting

8.1 The listing or sale of counterfeit products on the Site is prohibited. Every product sold on the Site must be original and authentic. Counterfeit products which are prohibited include fakes, bootlegs or pirated copies of products or content, and products which have been illegally replicated, reproduced or manufactured;

8.2 It is solely your responsibility to ensure all of the products that are made available for sale on the Site are original and authentic, and do not infringe another party’s intellectual property rights;

8.3 We reserve the right to verify and determine whether the products sold on the Site are original and authentic. In the event we, at our sole discretion, determine a product is counterfeit or not 100% genuine: • you shall be liable to pay a minimum sum of twenty thousand riyals in compensation to us, in addition to any fine or levy imposed by any governmental authority or agency; • all payment pending by us to you will be withheld until such counterfeit issue is resolved; and • we may impose a financial penalty on you, to be determined at our sole discretion, for direct and indirect losses incurred as a result of the counterfeit product being sold on the Site, including for loss of reputation.

8.4 Further, where you do not pay the entirety of the compensation and/or penalty imposed, we shall impose a time-based conditional ban.

8.5 Notwithstanding the above, we reserve the right to take appropriate legal actions against the you, and report such counterfeit products to law enforcement authorities.

9. Liability

9.1 Nothing in these Seller Terms shall limit or exclude a party’s liability: (a) for fraud, including fraudulent misrepresentation, perpetrated by that party; (b) for death or personal injury caused by the negligence of that party; or (c) for any other liability that cannot be limited or excluded under applicable law.

9.2 Subject to clause ‎8.1, in no event will we, our parent company, subsidiaries and affiliates, and our and their directors, officers, agents, employees, suppliers, subcontractors or licensors be liable, whether based on an action or claim in contract, tort, negligence, breach of statutory duty or otherwise arising out of or in relation to these Seller Terms for loss of profits, loss of data or information, business interruption or other pecuniary loss or for any special, indirect, incidental or consequential damages, even if we, our affiliates, directors, officers, agents, employees, licensors, subcontractors or suppliers have been advised of the possibility of such damages.

9.3 In addition, to the extent permitted by applicable law, we (including our parent company, subsidiaries and affiliates and our and their directors, officers, agents, employee, suppliers, subcontractors or licensors) are not liable, and you agree not to hold us responsible, for any damages or losses resulting directly or indirectly from: (a) the content or other information you provide when using the Services; (b) your use of or your inability to use our Services and/or delays or disruptions in our Services; (c) pricing, shipping, format or other guidance and information provided by us or used for product listings; (d) any defects or damage to a product that occurred prior to our acknowledged receipt of your product; (e) bugs, errors or inaccuracies of any kind in our Services, viruses or other malicious software obtained by accessing or linking to our Services; (f) damage to your hardware device from the use of our Site; (g) the content, actions or inactions of third parties using our Services; (h) a suspension or other action taken by us with respect to your use of the Services; (i) the duration or manner in which your listings appear in search results; or (j) your need to modify practices, content or behaviour or your loss of or inability to do business as a result of changes to these Seller Terms.

9.4 Subject to clause ‎8.1, if clauses ‎8.2 or ‎8.3 are held to be unenforceable or inapplicable for any reason, then the total liability applicable to us, our parent company, subsidiaries and affiliates and our and their directors, officers, agents, employee, suppliers, subcontractors or licensors, to you, (including reasonable legal fees), whether based on an action or claim in contract, negligence or breach of statutory duty or otherwise, arising out of or in relation to these Seller Terms shall be limited to the lower of, (a) the price the product sold for on our Site and its original shipping costs; (b) the amount of fees in dispute not to exceed the total fees that you paid to us in the twelve (12) months prior to the action giving rise to the liability.

9.5 You agree to indemnify and hold us, our parent company, subsidiaries and affiliates and our and their directors, officers, agents, employee, suppliers, subcontractors or licensors harmless from and against any losses, damages and expenses (including legal fees and attorney’s fees) (“Claims”) arising out of or relating to:

(a) our rejection of your product delivered to us by you under these Seller Terms;

(b) any claims or demands made by any third party (including buyers using our Site) due to or arising out of your use of the Services;

(c) your violation of any of provisions of these Seller Terms, including, without limitation, any of the warranties, representations and undertakings;

(d) your violation of any applicable laws, including, without limitation, data protection or anti-spam laws as well as any anti-bribery, anti-corruption, export control and sanctions laws;

(e) your listed products, including with respect to defects in the products, losses suffered by third parties arising from the use of your products; or

(f) the manner in which you use our Services, including, without limitation, that the content you post, the products you list or trademarks infringe the intellectual property rights of any third party or that the content of your listings is slanderous, defamatory, obscene or violates any other rights (including privacy rights) of any third party (including other Site users).

10. Suspension and Termination of Account

10.1 Without prejudice to any of our rights and remedies and without any liability to you, we may limit, suspend or withdraw your access to the Services and/or remove hosted content submitted by you or on your behalf if we consider, at our sole discretion that: (a) you have breached these Seller Terms in any manner whatsoever; (b) we reject a product delivered to us by you under these Seller Terms; (c) you are not reasonably cooperating with an investigation by us or any law enforcement or regulatory agency; (d) you have failed to meet the agreed performance indicators; or (e) our continued provision of Services to you would expose us or other Site users to regulatory action or other material risk. Upon termination of your account, your seller account registration shall cease to exist

10.2 Termination of these Seller Terms (howsoever occasioned) shall not: (a) affect any accrued rights or liabilities of either party; (b) affect any provision of these Seller Terms that is expressly or by implication intended to continue on or after termination; or (c) require a court order.

11. Confidentiality

11.1 For the purposes of these Seller Terms, "Confidential Information" means our (or a Site user’s) non-public, confidential, secret or proprietary material and information that has been or may be, directly or indirectly, disclosed to you or which you come into the possession or knowledge of, whether in verbal, written, graphic, electronic or other form, in connection with or as a result of entering into these Seller Terms.

11.2 You will maintain the confidentiality of all Confidential Information we may provide you or which you receive as a result of your use of the Services and will not release, disclose, use, make available or copy any such Confidential Information without our prior written consent. You may disclose Confidential Information to employees, agents or subcontractors on a need-to-know basis only. Excluded from this obligation of confidentiality is Confidential Information which: (a) is known or becomes known to you directly or indirectly from a third party source not having an obligation of confidentiality to us; (b) becomes publicly known or otherwise ceases to be secret, proprietary or confidential, except through your breach of these Seller Terms; (c) is independently developed by you; or (d) is required to be disclosed by a government authority or by law, provided that you give us reasonable prior written notice sufficient to permit us to contest such disclosure.

12. General

12.1 You agree and acknowledge that we may novate our rights and obligations under these Seller Terms at any time to an affiliate company in GCC. You agree to perform all necessary requirements and/or approvals to complete such novation.

12.2 The provisions in the Terms of Use concerning the below clauses are hereby incorporated into these Seller Terms and any reference in the Terms of Use to “Terms of Use” shall be interpreted as “Seller Terms”. The list of clauses to be incorporated are as follows: governing law, dispute resolution, third party rights, relationship of the parties, further assurances, assignment, entire agreement, amendment, severability, force majeure, no waiver, communications; and survival.