Seller Agreement

By entering into this Marketplace Agreement (“Agreement”) you (“Seller”, “you”, “your”) represent that you are an adult of at least 18 years of age, capable of validly entering into agreements and performing your obligations hereunder.

BY REGISTERING FOR AND USING THE SERVICES, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, AND ALL POLICIES OF THE PLATFORM ARE INCORPORATED BY REFERENCE.

Segar2You reserves the right to notify you from time to time of changes to the terms and conditions of this Agreement.

MARKETPLACE AGREEMENT

1. Segar2You Services to You

Segar2You offers you general services consisting of:

•       the listing of your products;

•       customer services (for a limited time);

•       order verification and payment processing; and

•       delivery coordination,

and other additional services that you may request and that we may offer you.

For more information see Section 2 and 6 of the Terms.

2. Products You Can Sell

You can sell goods that are legally permitted to be sold and that comply with our Policies. Since the goods are sold by you, you are responsible for all product warranties, defects, etc. as if you had sold the goods directly to Segar2You platform users or Customers.

For more information see Section 4 of the Terms.

3. Fulfilment

Depending on the mode of fulfilment, orders must be ready for collection by our delivery partners within 24 hours of the order being notified to you, or as set out in the Policies.

For more information see Annex 4.

4. Payment

Segar2You will remit to your bank account the sales proceeds after deducting Fees due and payable to Segar2You for offering the Services to you.

For more information see Sections 2, 3 and 6 of the Terms and Schedule A.

5. Your Obligations

When listing your goods, you must ensure that you have the right to use the advertising materials (photos, text, etc.) you upload on our site.

After shipping your products, you are responsible for returns and product warranties.

For more information see Sections 4, 9 and 11 of the Terms and Annex 3.

6. How To End Our Relationship

You may end your seller relationship with Segar2You at any time and without penalty by providing us 14 days’ written notice of your intention to discontinue the use of our services.

For more information see Section 12 of the Terms.

7. Dispute Resolution

This Agreement is governed by the Laws.

Where we are in disagreement regarding any matter, we will first try to find an amicable solution to our disagreement. If this fails, either party may refer the matter to arbitration.

For more information see Annex 2.

8. Definitions and Interpretation

See Section 13 of the Terms and Annex 1.

1. Acceptance

A. Any person who wants to access the Platform and use the Services to sell Goods must accept the terms and conditions of this Agreement (“Terms”) without change.

B. Segar2You reserves the right to change at any time and in its sole discretion any of the terms and conditions contained in these Terms, the Schedules and Annexes, and any fees, procedures, Policies governing the Services, the Platform or Seller Center. These changes will take effect seven (7) days from notification by notice to Seller or posting on the Platform, Seller Center or otherwise. Changes to fees and Policies may be posted without notice. Seller is responsible for reviewing notices and Policies. Seller’s continued use of the Services, the Platform and/or Seller Center following the changes taking effect will constitute Seller’s acceptance of such changes and if Seller does not agree to any changes to these Terms or to the Policies, Seller must discontinue the use of the Services, the Platform and Seller Center (except to the extent required herein) and the Agreement will be terminated. For the avoidance of doubt, newer versions of the Terms and/or Schedule(s) supersede older versions.

C. Use of the Services, the Platform and Seller Center is limited to parties that can enter into and form contracts under applicable law. You represent and warrant that: i) you are an adult of at least 18 years of age capable of validly entering into the Agreement and performing your obligations hereunder; ii) where you are a business, that a) you are, and will remain at all times, a business duly organized, registered, validly existing and in good standing under the laws of the country in which the business is registered; b) you have all requisite right, power and authority to enter into the Agreement and perform your obligations hereunder; and c) any information provided or made available by you or your Affiliates is at all times accurate and complete. You further represent and warrant that you and any person or entity that has a financial interest in your business, or any person or entity you are acting on behalf of: a) has no affiliation with any Segar2You employee which may result in a potential or actual conflict of interest; b) has not been barred or otherwise prevented from selling on Segar2You; or c) has not been involved in any lawsuit or claim that has a bearing on the Agreement.

2. Services – Fees

A. Segar2You provides a platform for third-party sellers and buyers to complete transactions. Except as set out in the Agreement, Segar2You is not involved in the actual transaction between Seller and Customers. As owner or provider of the Goods and vendor thereof, it is up to Seller to, among others, ensure the sale is legally authorised, accurately describe the Goods, package, ship, insure, warrant and fulfil all other sale and after sale obligations applicable by law or by trade. Seller uses the Services, the Platform and Seller Center, at its own risk.

B. Seller authorizes Segar2You to act as its exclusive payment processing agent for the purpose of: i) collecting the Sales Proceeds and in general any sums due or owing under the Agreement and holding the same; ii) processing customer payments, refunds and adjustments; (iii) remitting the Payment; and iv) paying to Segar2You, to Segar2You Affiliates and to third parties (including Customers) any amounts Seller owes to them. As a payment processing agent, Segar2You will have no responsibility with respect to the legality of transactions occurring between Seller and Customers and Seller undertakes that all transactions are in compliance with the Laws (including anti money-laundering regulations).

C. The services (“Services”) provided by Segar2You under the Agreement are classified as: (a) General Services (“General Services”) consisting in: i) the listing and publishing of Content Materials regarding the Goods on the Platform; ii) limited Customer care services; iii) Order verification; iv) management of deliveries and returns; v) collection, reconciliation and execution of all Sales Proceeds as payment processing agent for Seller; and vi) other services ancillary to the Services; and

(b) if applicable, Additional Services that may be provided to Seller by Segar2You or by third parties.

D. In consideration of the provision of Services, Segar2You will be entitled to charge and invoice Seller the Fee.

E. Seller agrees that Customers satisfy their obligations to Seller as regards the Customer Agreement when Segar2You receives the Sales Proceeds. Segar2You’s obligation to remit funds received by it on Seller’s behalf is limited to the Payment.

F. Segar2You will provide to Seller information in relation to each Order as necessary under the Agreement.

G. Segar2You will provide support services to Seller by way of coordinating and answering Customer enquiries and processing returns as provided in the Policies.

H. Sellers agrees that Segar2You may provide Seller with electronic documents such as tax invoice, receipt, credit note, debit note, or any other document Segar2You may issue in compliance with the Laws.

3. Sales Proceeds – Payment

A. Sales Proceeds will represent an unsecured claim against Segar2You. Segar2You may combine Sales Proceeds and Payments with the funds of other users of its services. For the avoidance of doubt, Seller will not receive interest or any other earnings on Sales Proceeds or Payments.

B. Unless otherwise agreed in writing, Payments will be made by Segar2You to Seller in accordance with Schedule A.

C. Segar2You may delay, suspend or cancel any Payment in case Seller breaches any term of the Agreement or Customer Agreement and any Payment made to Seller will not in any way be considered as a waiver of Segar2You’s rights.

D. If Segar2You concludes that Seller’s actions and/or performance in connection with the Agreement or the Customer Agreement are likely to result, or have resulted, in Customer disputes, Disputes, chargebacks or other third party claims, or if there are any sums owed by Seller to Segar2You, then Segar2You may, at its sole discretion, withhold any Payment for the longer of: i) the Minimum Suspension Period; ii) the completion of any investigation regarding Seller’s actions or performance; or iii) the resolution of any Dispute.

E. Segar2You reserves the right to impose limits on Order or transaction values, on Customers or on Seller and will not be liable if: i) Segar2You does not proceed with an Order that would exceed said limit; or ii) Segar2You allows a Customer to cancel an Order because the Platform or the Goods are unavailable following the commencement of a transaction.

F. Without prejudice to any other rights and remedies which Segar2You has against Seller, if any sums payable by Seller to Segar2You under the provisions of the Agreement will become due and be unpaid, Seller will pay to Segar2You the Late Payment Interest.

G. To the extent required by the Laws, Segar2You will be entitled to withhold any and all taxes, duties, fees and other charges in connection with any Order, Payment or otherwise under the Agreement or the Customer Agreement. If Segar2You is required under the Laws or the law of any jurisdiction to deduct or withhold any sum as taxes imposed on or in respect of any amount due or payable to Seller, Segar2You will make such deduction or withholding as required and the amount payable to Seller will be reduced by any such amount necessary. Segar2You will provide Seller a certificate or any similar document proving that amounts deducted refer to withholding taxes applicable to Seller.

H. Any enquiry or dispute about any Payment will be made by in compliance with the claims/dispute process/policy of Segar2You, which may be changed from time to time. Notwithstanding which any such enquiry or dispute will be received by Segar2You on or before the expiration of one hundred and twenty (120) days after the Order date, failing which, Seller waives the right to dispute such Payment.

4. Seller Undertakings

A. General Undertakings:

By using the Services, Seller undertakes, represents and warrants that it will:

(a) comply with all applicable laws, treaties, ordinances, codes and regulations;

(b) comply with all Policies;

(c) be responsible and pay all taxes, duties, fees and other charges arising out of or associated with the Order, the Payment or in any other way owed by Seller under the Agreement or the Customer Agreement

(d) will issue a valid invoice to the Customer, if required by the Laws.

(e) obtain all necessary rights, licences, permits or approvals required for the offer, advertising and sale of the Goods on or through the Platform prior to their listing and will provide, as such time as Segar2You may so request, copies of these documents to Segar2You;

(f) ensure that any information provided under this Agreement, including for the listing (including the Content Materials) of the Goods, is accurate, current, and complete and is not misleading or otherwise deceptive;

(g) fulfil all Orders for Goods at their stated quantity and price to Customers who meet Segar2You’s eligibility conditions;

(h) contract appropriate insurance covering its obligations thereunder and the Goods regardless of the fulfilment model chosen;

(i) provide, in the format and at such times as Segar2You may require, accurate, updated and complete information about the availability status, stock level and Listing Price of the Goods;

(j) ensure that the Listing Price for any Good offered to Customers will not exceed the price offered by Seller outside the Platform for the same product in like or lesser quantities under similar terms and conditions and, where a lower price is so offered, ensure that the Goods benefit from that lower price;

(k) give Segar2You written notice of any requirement or provision of any contract that may conflict with any requirement or provision of the Agreement; and

(l) ensure that any person filling-in or signing any document, operating the Seller Center account, or handling the Goods and Products, on behalf of Seller (other than a Segar2You employee, contractor or agent, or a third party specifically mandated by Segar2You) has full power and authority to do so on behalf of Seller. Seller may not dispute the actions of such person insofar as they are in apparent compliance with the Agreement.

B. Negative Covenants:

Seller further undertakes, represents and warrants that it will not, directly or indirectly:

(a) infringe on any Intellectual Property Rights;

(b) post or display any materials that exploits or otherwise exploits persons under the age of eighteen (18) years or display pornographic materials of any kind;

(c) post or display any political or religious content;

(d) post or disclose any personally identifying information or private information about minors or any third parties without their consent or the parent’s or guardian’s consent;

(e) post any content that advocates, promotes, or otherwise encourages violence against any governments, organizations, groups or individuals or activities that leads to cruelty towards animal;

(f) conduct activities such as gambling, sweepstakes, raffles and lotteries or participate in any activities related to so-called pyramid or Ponzi schemes, or any other illegal, immoral or antisocial activities;

(g) use the Platform or the Services to purchase items sold on the Platform for commercial use or for use on behalf of a third party;

(h) use, or access, input or upload on, the Platform and/or Seller Center any material that is not directly connected with the Goods, or permit the use of Seller’s account or offer “free space” on or other access to the account or the Platform to third parties;

(i) access content and information that concerns any party other than Seller, transmit unsolicited commercial or bulk email, interfere with the proper working of the Platform or Seller Center, transmit any viruses, Trojan horses or other harmful code, or attempt to bypass any mechanism used to detect or prevent such activities;

(j) create liability for Segar2You (and its Affiliates, directors, employees, contractors, agents, subcontractors, etc.) or expose it to undue risk or otherwise engage in activities that Segar2You, in its sole discretion, determines to be harmful to Segar2You’s operations, reputation, or goodwill;

(k) contact any Customer and will not enter into any direct arrangements with the Customer for the offer of Goods or other products or services, except where notified or permitted by Segar2You to do so for the purposes of fulfilling a Customer Agreement;

(l) enrol or offer to enrol Customers in any scheme or program other than as strictly required for warranty purposes;

(m) open multiple shops on the Platform without Segar2You’s prior approval; and

(n) duplicate stock keeping units on the Platform.

C. Undertakings in relation to Goods:

Seller undertakes, represents and warrants that: (a) the Goods are of merchantable quality, fit for their purpose, free from defects, and strictly conform to their listed specifications;

(b) the Goods and their offer for sale are not prohibited and comply with the Laws (including all minimum age, marking and labelling requirements, product warranties, specifications and performance criteria, etc.) and conform with Policies, including prohibited and restricted items;

(c) it has full unencumbered title in the Goods and in any materials incorporated in the Goods and all the Goods are supplied free of all liens, charges or other security interests;

(d) it will provide the Goods and Products with all legally required documentation (including warranty card, warranty information and invoice) and update the same when legally required;

(e) it will provide Segar2You and/or Customer any document pertaining to the sale of the Goods or Customer Agreement (including sales invoice and tax invoice), as may be requested by Segar2You and/or Customer;

(f) it will not, directly or indirectly, sell Inadequate Products, or expired (or soon to be expired) Products; and

(g) it will not, directly or indirectly, sell counterfeit, “replica” and name brand “knock off” products or products violating any Intellectual Property Rights.

D. Seller undertakes and warrants that all its representations, warranties and undertakings in the Agreement will be fulfilled and will remain true and correct at all times and will subsist for so long as necessary to give effect to each and every of them in accordance with the Terms, provided that and in the event of any of them becoming or unfulfilled, untrue or incorrect, Seller will promptly inform Segar2You of the same and rectify the situation.

5. Segar2You Rights

A. Notwithstanding any provision in these Terms, Segar2You will have the right, in its sole discretion, to delay or suspend listing of, or to refuse to list, or to de-list, or to require Seller not to list, any or all Goods that the Seller makes available to be listed for sale through the Platform or be subject to Sales Traffic Activities, if any, provided by Segar2You, or to deactivate the seller account/s of the Seller.

B. Segar2You may in its sole discretion withhold for investigation and/or refuse to process any Order. Segar2You may use the services of one or more third party processors or financial institutions or such other service providers in connection with the Services.

C. The prices indicated in the Order will not be subject to any variations and, unless otherwise agreed in writing, will include fulfilment costs (e.g., packaging, storing or delivery costs) according to the Fulfilment Model. Segar2You reserves the right to reject any particular form of Order or payment for the Goods, and not to honour or accept any discounts, coupons, gift certificates, or other offers or incentives made available by Seller.

D. Segar2You may in its sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any Order. Seller will stop and/or cancel orders of Goods if so asked by Segar2You (provided that Seller has transferred the Goods to the applicable carrier or shipper, Seller will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). Where Seller has already received Payment, Seller will refund any Customer that has been charged for an Order that Segar2You has stopped or cancelled.

E. Segar2You (directly or through a third party) will bear the risk of credit card fraud (e.g. fraudulent purchases arising from the theft or unauthorized use of a Customer’s credit card information) occurring in connection with the Order, except with respect to: i) Orders that Seller does not fulfil in accordance with the Order information, or ii) any fraud directly or indirectly linked with Seller. Seller will bear all other risk of fraud or loss. Seller will promptly inform Segar2You of any changes to the nature or specifications of the Goods or any pattern or behavior of fraudulent or other improper activity with respect to any of the Goods that may result in a suspicion or higher incidence of fraud or other impropriety associated with transactions involving the Goods.

F. Segar2You may subject the Goods or Seller to Sales Traffic Activities, use mechanisms that rate, or allow Customers to rate or review the Goods and/or Seller’s performance as a seller and Segar2You may make these ratings and reviews publicly available.

6. Use of Tools – Additional Services

A. Seller hereby undertakes and represents that its use of the Services, Platform, Seller Center and the selection of its user name, store name and store in store name, will not be unlawful, inaccurate, misleading, false, fraudulent, defamatory, trade libellous, or otherwise unsuitable. Any password provided by Segar2You to Seller may be used only during the period Seller is permitted to use the Platform, manage the catalogue of Goods listed on the Platform, update information about the Goods (e.g. availability status, stock levels and Prices), electronically accept and fulfil the Orders and review the completed Orders, and may not be shared with any person other than employees of Seller that need to use it for the execution of the Agreement. Seller is responsible for supplying and authorizing access to its users. Seller is responsible to terminate or reassign access to any Seller user that Seller deems to have become unauthorized to access the Services at any time.

B. Seller acknowledges that the availability of the Services, Platform, Seller Center is subject to: (a) availability of resources, including, without limitation, resources under the control of Segar2You and availability of a suitable network infrastructure at the time at which the Service is requested or delivered;

(b) if applicable, geographic and technical capability of communication networks and other delivery systems at the time at which the Services are requested or delivered;

(c) provisioning time that may be required by Segar2You to provide the Services; and

(d) Seller meeting the technical requirements for accessing Seller Center from time to time.

C. Seller will not, and will not allow anyone to, directly or indirectly, engage in any fraudulent, inappropriate or unlawful activities in connection with the Services, including: i) generating fraudulent, repetitive or otherwise invalid clicks, impressions, queries or other interactions, whether through the use of automated applications or otherwise; ii) other than through reporting offered by Segar2You under the Sales Traffic Activities, collecting any user information, indexing or caching any portion from the Platform or Seller Center, whether through the use of automated applications or otherwise; iii) targeting communications of any kind on the basis of the intended recipient being a user of the Platform or Seller Center; iv) interfering with the proper working of the Platform, Seller Centre, the Services or Segar2You’s other systems; v) transmitting any viruses, Trojan horses or other harmful code; or vii) attempting to bypass any mechanism Segar2You uses to detect or prevent such activities.

D. Under terms and conditions agreed to in the Seller Center, the Agreement and/or in a separate agreement, Seller may be offered the possibility to purchase goods and services provided by Segar2You and/or third parties (“Additional Services”). Segar2You reserves the right, in its sole discretion and at any time, to amend the terms (including scheduling, suspension and termination), of Additional Services. Payment for Additional Services will be either by deduction from Sales Proceeds, by direct payment or invoice, or by any other means of payment indicated in Seller Center or agreed to by the Parties.

7. Confidential Information

A. The recipient of any Confidential Information will not disclose that Confidential Information, except to Affiliates, employees, and/or agents who need to know it and who have agreed in writing to keep it confidential. The recipient will ensure that those people and entities use Confidential Information only to exercise rights and fulfil obligations under the Agreement and keep the Confidential Information confidential. The recipient may also disclose Confidential Information when required by law after giving the discloser reasonable notice and the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure.

B. Save for any copy required to be kept by the recipient of the Confidential Information for legal or regulatory reasons, the recipient will, at any time upon request from the discloser or upon the end of any relationship between the Parties, at the discloser’s option either: (i) return to the discloser all Confidential Information in its possession or control together with all information and documentation containing, comprising or relating in any way to the Confidential Information, and certify that all copies of the Confidential Information have been so returned; and/or (ii) destroy all Confidential Information in its possession or control together with all information and documentation containing, comprising or relating in any way to the Confidential Information, and certify that the Confidential Information has been destroyed.

C. The rights and obligations of the Parties under this Section will survive the termination of the Agreement.

8. Personal Data

A. Seller undertakes, represents and warrants that it will use and process Personal Data: i) only for the purpose of the execution of the Agreement or Customer Agreement and not disclose it to third parties; ii) in accordance with the requirements under the applicable personal data protection law; and iii) in such manner that ensures Segar2You remains in compliance with the requirement under the applicable personal data protection laws. Seller further warrants that it does implement sufficient security measures to ensure that the Personal Data are securely kept and maintained as required by the applicable personal data protection law and agrees to subject itself to the necessary audits undertaken by Segar2You to ensure compliance of the above warranties and to immediately inform Segar2You of any Personal Data incident it becomes aware of.

B. Seller agrees to indemnify and hold harmless Segar2You and each of its respective officers, employees, directors and agents from, and at Segar2You’s option defend against, any and all liens, damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defences, judgements, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including third party claims, reasonable attorney’s fees, consultants’ fees, experts’ fees and other costs of litigation) (“Personal Data Claims”), to the extent such Personal Data Claims arise from or may be in any way attributable to: i) any violation of the Agreement or the Customer Agreement by Seller; ii) the negligence, gross negligence, bad faith or intentional or wilful misconduct of Seller or its subcontractors (whether or not approved by Segar2You); or iii) any security incident for which Seller is directly or indirectly responsible.

9. Content Material, Industrial and Intellectual Property Rights

A. Seller represents and warrants to Segar2You that it is the owner or has lawful rights with respect to the use of Intellectual Property Rights concerning the Goods and the Content Materials and that it is not aware of any claims made by any third party with regard to any alleged or actual Intellectual Property Right infringement or other claim, demand or action resulting from the Content Material, advertising, publishing, promotion, manufacture, sale, distribution or use of the Goods.

B. Seller undertakes, represents and warrants that:

(a) the Content Materials are not prohibited and comply with the Laws (including all minimum age, marking and labelling requirements, product warranties, specifications and performance criteria, etc.) and conform with the Policies as posted on the Platform or Seller Centre;

(b) it will provide accurate and up to date Content Materials. The Content Materials must include all text, disclaimers, warnings, notices, labels or other indications required by law to be displayed in connection with the offer, merchandising, advertising or sale of the Goods and may not contain any sexually explicit (except as expressly permitted in written by Segar2You or allowed under applicable Laws), defamatory or obscene materials;

(c) it will not directly or indirectly include in the Content Materials, in the product listing of the Goods, or with the Goods or the Products, any terms and conditions of sale (or of provision of service) other than those agreed under the Agreement or any Seller or third-party marketing materials; and

(d) it will not provide any Content Materials, or seek to list for sale on the Platform any Goods, or provide any uniform resource locator (“URL”) marks unless it has the right to publish the Content Material;

C. Seller hereby grants Segar2You a royalty-free, non-exclusive, right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially and non-commercially exploit in any manner, any and all of the Content Materials, and to sublicense the foregoing rights to Segar2You Affiliates, provided that Segar2You will not alter any third-party trademarks.

D. Segar2You has no obligation to verify the accuracy, completeness and legality of Content Materials.

E. Segar2You retains the right to determine the use and placement of Content Materials, and the structure,