MARKETPLACE SELLER AGREEMENT
You acknowledge and agree that by registering for or using the Seller Portal and/or the Home SOUQ Marketplace Program, you, as a Seller, expressly agree to be bound by the following terms and conditions, as may be updated and amended by Home SOUQ Marketplace from time to time at its sole discretion (“Agreement”). Any amendments to this Agreement shall become e effective and binding on the Seller as soon as the amendments have been published the Seller Portal and/or the Home SOUQ Site (as applicable). This Agreement contains the terms and conditions that govern the Seller’s access to, and use of, the Marketplace Program and is an agreement between the Seller and Home SOUQ Marketplace.
2.1. Unless the context indicates otherwise, the words and expressions set out below shall bear the following meanings and cognate expressions shall bear corresponding meanings:
2.1.2. “Claim” or “Claims” shall mean any and all foreseeable or unforeseeable and alleged or actual actions, causes of action (whether in tort, agreement or strict liability, and whether in law, equity, statutory or otherwise), claims, demands, lawsuits, legal proceedings, administrative or other proceedings or litigation;
2.1.3. “Confidential Information” means all information communicated by a disclosing Party that should reasonably be considered confidential under the circumstances, notwithstanding whether it was identified as such at the time of disclosure, including, without limitation:
2.1.3.1. the terms of this Agreement (including all Annexures and policies referenced herein or attached hereto);
2.1.3.2. all trade secrets;
2.1.3.3. existing or contemplated services, designs, technology, processes, technical data, engineering, techniques, methodologies and concepts and any information related thereto;
2.1.3.4. Transaction Information, all Payment Card Data and all Tax Codes of Home SOUQ Marketplace.
2.1.4. “Content” shall mean all information, content and images, including without limitation, the product information, (i) provided or made available by Seller or its affiliates to Home SOUQ Marketplace for use in connection with the Marketplace Program and (ii) otherwise made available by Seller or its affiliates to customers on the Home SOUQ Site (e.g., through Seller’s hosting of such information, content or images);
2.1.5. “Effective Date” means the date of acceptance of this Agreement;
2.1.6. “Intellectual Property Right” means any patent, copyright, trademark, service mark, trade dress (including any proprietary “look and feel”), trade name, logo, moral right, trade secret and any other intellectual property right arising under any Law and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing;
2.1.7. “Home SOUQ Marketplace” means Home SOUQ.
2.1.8. “Marketplace Policy” means the Markteplace’s privacy policy that governs Seller’s use of Customer information obtained in connection with the Marketplace Program, and as may be published on the Home SOUQ Site and/or Seller Portal from time to time;
2.1.9. “On-Time Shipping Standard” means the time specified for each order to be processed and delivered;
2.1.10. “Orders” means orders placed by a customer through the Home SOUQ Site for the purchase of products;
2.1.11. “Party” or “Parties” means, individually, Home SOUQ Marketplace or the Seller as the context requires and, together, Home SOUQ Marketplace or the Seller;
2.1.12. “Products” means the products that the Seller desires to sell on the Home SOUQ Site, and approved by Home SOUQ Marketplace, and as reflected on the Seller Portal;
2.1.13. “Product Information” means the product information that Home SOUQ Marketplace requires;
2.1.14. “Seller” means third party vendors, distributors, wholesalers, retailers and any other incorporated company wanting to sell approved product through the Home SOUQ site, and who have registered on the Seller Portal and have agreed to the terms of this Agreement;
2.1.15. “Seller Portal” shall mean the web based tool or other web services or interfaces, provided by Home SOUQ Marketplace that Seller can use to manage its settings, Content and other information related to the Marketplace Program, and including all associated product listing requirements;
2.1.16. “Seller Site” means any website, other than the Home SOUQ Site, where a seller displays any information related to the Seller or its products;
2.1.17. “Service Level Agreement” means the service level agreement or SLA, that Sellers will be required to adhere to in order to provide the required service levels to and on behalf of Home SOUQ;
Seller shall obtain all permits and licenses required to operate its business in accordance with Applicable Law at its own expense. Seller shall pay all fees or assessments which may be due for selling or offering for sale its Products on the Marketplace. Home SOUQ will ask sellers to upload a trade license for verification during the registration process. As part of the application, you must provide us with your business' legal name, address, phone number and e-mail address, as well as any other information we may request. Sellers warrant that:
(a) it is duly organized, validly existing and in good standing business under the Laws of UAE and it holds and will maintain all applicable registrations and other authorizations needed to conduct business in UAE and you are not under any restriction that prevents you from conducting business in UAE; (b) it has all requisite right, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and authorizations in this Agreement; (c) any information provided or made available is at all times accurate and complete.
License for Content.
4.1. Seller hereby grants Home SOUQ Marketplace and marketing partners, a non-exclusive, royalty-free, perpetual, irrevocable right and license to publish, use, reproduce, distribute, transmit, display, modify, create derivative works of and otherwise commercially exploit all Content (excluding the Seller Marks) in connection with the sale of products through the Home SOUQ Site and for the listing, advertising, marketing and promotion of such products or the Marketplace Program, including without limitation, through the Home SOUQ Site, third party websites, e-mail, social media or any other medium. Seller agrees that Home SOUQ Marketplace may permit users of the Home SOUQ Site to share and post Content on their own social media outlets.
4.2. Seller hereby grants Home SOUQ Marketplace and marketing partners a non-exclusive, royalty-free, non-transferable license to publish, use, reproduce, distribute, transmit and display Seller’s Marks during the term in connection with the Marketplace Program.
Home SOUQ Is Not Seller Of Record
4.3. Sales of Products on a Marketplace are between Seller and Seller’s Customers; Home SOUQ is not the seller and is not a party to such transactions. Seller’s listing of Products on the Marketplace does not imply that MyHone SOUQ endorses or is affiliated with Seller or Seller’s Products.
4.4. BECAUSE Home SOUQ IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH PARTICIPANT RELEASES Home SOUQ (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
Seller Content
4.5. Seller shall ensure that all information and data it provides to Home SOUQ is accurate, not misleading, and complies with Applicable Law. Seller shall ensure that all electronic information and data it transmits to Home SOUQ or a Customer does not contain any harmful code or other feature designed to obtain unauthorized access to or information from or damage or degrade in any manner any computer system, application, or code.
Information for Products
5.1. Seller will use the Seller Portal to list all the required Content, Pricing and Available Inventory per unique product. The Seller shall adhere to the minimum requirements as set out on Marketplace Seller Portal. In addition the Seller will:
5.1.1. use commercially reasonable efforts to ensure the Seller Portal always has an accurate error-free available inventory count per product listed on the Seller Portal.
5.1.2. at least every hour update the Seller Portal with an error-free updated inventory feed for only those Products where inventory levels have changed since the last inventory feed provided for such Product;
5.1.3. provide Home SOUQ Marketplace through the Seller Portal with a daily inventory feed for all Products;
5.1.4. provide Home SOUQ Marketplace with all Content requested by Home SOUQ Marketplace, including without limitation, the Product information as set forth in the Seller Portal;
5.1.5. only provide Content for Products that fit into the categories or parameters as set forth in the Seller Portal.
5.2. The Seller will be held solely responsible for the accuracy of its Pricing, available Inventory and all Content for Products and will be obliged to honor any order placed by a Customer through the Home SOUQ Site as a result of the Content provided.
Authenticity/Authorization.
6.1. Seller will receive all Products sold through the Marketplace Program directly from the brand owner or from an authorized supplier of the brand owner, and Seller must be an authorized reseller of the Products. Seller will maintain adequate processes and procedures for conducting diligence to ensure that Products are authentic, authorized for sale, and not stolen, counterfeit, illegal or misbranded. Upon Home SOUQ Marketplace’s request, Seller will promptly provide Home SOUQ Marketplace with:
6.1.1. certificates of authenticity (or similar documentation) for Products; and
6.1.2. documentation (e.g. email verifications from the brand owner or supplier) showing that Seller is permitted to sell specific brands or Products through the Home SOUQ Site and within the UAE.
6.2. Seller will comply with, and ensure that all Products comply with, all product safety, testing and certification requirements under applicable Law, and all other Law.
Listing Fees
7.1. Home SOUQ will earn a monthly listing Fee equal that will vary based on the number of products listed. The listing Fee for Seller’s Products are listed in the Seller Portal. The Listing Fee are subject to change at any time, without prior notice to the Seller, and shall be effective as soon as the changes are reflected on the Seller Portal.
7.2 The fees for your subscription plan are billed in advance and non-refundable and automatically renewed on a monthly or annual basis as specified in your plan. You may cancel your plan at any time if you don’t want to be charged for the next billing period.
Seller Established
9.1. Seller shall establish prices for its Products in compliance with this agreement. Seller will enter pricing using the Home SOUQ seller Portal, unless Home SOUQ approves another method in writing.
Pricing Parity
9.2. Seller shall maintain Parity between the Products it offers on a Marketplace and identical Products offered through Seller’s other sales distribution channels.
9.2.1except for in connection with Excluded Offers, the selling price and every other term of offer and/or sale of the Products (including associated shipping and handling charges and options, any “low price” guarantee, rebate or discount, any free or discounted products or other benefit available as a result of purchasing one or more other products, and terms of applicable return and refund policies is at least as favorable to users of the Home SOUQ Site as the most favorable terms upon which that Product is offered and/or sold via the Seller Site
9.2.2 customer service for the Products is at least as responsive and available and offers at least the same level of support as the most favorable customer service offered in connection with the Seller Site
9.2.3 the Content provided by Seller to Home SOUQ Marketplace for the Home SOUQ Site is of least the same level of quality as the highest quality information displayed or used on the Seller Site; and provides users of the Home SOUQ Site with at least as much product information, images and other content as the information provided on the Seller Site
Seller Pricing Errors.
9.3. If Seller provides incorrect pricing information in a Product Listing (a “Seller Pricing Error”), Home SOUQ may, at Seller’s expense, take any commercially reasonable action necessary to avoid or repair harm to Home SOUQ due to the Seller Pricing Error, including requiring Seller to honor all Product purchases at the erroneous price and compensating Customers for any inconvenience caused by a Seller Pricing Error. Seller shall reimburse Home SOUQ for all losses, expenses, or liabilities Home SOUQ incurs as a result of Seller Pricing Errors.
10.1. Seller is responsible for:
Seller shall handle all customer service issues related to Seller’s Products. Home SOUQ is not responsible for handling customer service issues related to Seller’s Products, and Home SOUQ may direct Customers who contact it with service issues related to Products to contact Seller using the contact information Seller has provided in the Sellers Portal. If Seller does not handle a customer service issue or a request from Home SOUQ to handle that issue, Home SOUQ may take any actions necessary to ensure Seller’s compliance, and Home SOUQ will not be liable to Seller for any results of those actions. If Seller does not handle a customer service issue to Home SOUQ’s satisfaction, Home SOUQ may contact the Customer and take any action to resolve the issue.
Seller shall protect Customer Personal Information from unauthorized access, use, deletion, degradation, encryption, or disclosure (a “Data Breach”). Seller shall maintain industry standard data security measures and processes
Any password we provide to you may be used only during the Term to access Seller portal (or other tools we provide, as applicable) to use the Services, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.
ANNEXURE A
LIST OF PROHIBITED PRODUCTS