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:
22.214.171.124. the terms of this Agreement (including all Annexures and policies referenced herein or attached hereto);
126.96.36.199. all trade secrets;
188.8.131.52. existing or contemplated services, designs, technology, processes, technical data, engineering, techniques, methodologies and concepts and any information related thereto;
184.108.40.206. 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.
2.1.9. “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;
PERMITS AND LICENSES
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.
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.
PRODUCT INFORMATION AND OTHER CONTENT
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.
PRODUCT AUTHENTICITY AND SAFETY
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.
FEES AND PAYMENTS
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.
Your indemnification obligations. You will defend, indemnify, and hold harmless Home SOUQ, and our officers, directors, employees, and agents, against any third-party claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to (a) your non-compliance with applicable Laws; (b) any of Your Sales Channels other than Home SOUQ, Your Products, including their offer, sale, fulfillment, refund, cancellation, return or adjustments thereof, Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death (to the extent the injury or death is not caused by Home SOUQ), or property damage related thereto; (c) Your Taxes and duties or the collection, payment, or failure to collect or pay Your Taxes or duties, or the failure to meet tax registration obligations or duties; or (d) actual or alleged breach of any representations you have made.
Home SOUQ’s indemnification obligations. Home SOUQ will defend, indemnify, and hold harmless you and your officers, directors, employees, and agents against any third-party Claim arising from or related to: (a) Home SOUQ’s non-compliance with applicable Laws; or (b) allegations that the operation of an Home SOUQ store infringes or misappropriates that third party’s intellectual property rights
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.
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.
Responsibility for Seller Taxes
10.1. Seller is responsible for:
determining whether Seller Taxes apply to a Customer Order;
collecting, reporting, and remitting the correct Seller Taxes to the appropriate tax authorities;
reviewing, determining, and maintaining the correct product tax codes, calculation settings and all related information for Products; and
reviewing all tax-exempt transactions.
Home SOUQ is not responsible for:
determining whether Seller Taxes apply to a Customer Order;
collecting, reporting, or remitting Seller Taxes to any tax authority (except as required by Applicable Law to do so);
Seller’s use of or reliance on tax data or services provided by Home SOUQ or Tax Services, or for providing tax advice to Seller;
calculating, reporting, collecting or paying any product-based excise taxes or any fees or surcharges;
Seller Will Ship Products. Seller shall handle all aspects of shipping Products to Customers in compliance with Applicable Law and the Policies. Seller shall use reasonable care in packing, packaging, tagging, and labeling Products for shipment.
Process: When Seller receives notice of a Customer Order from Home SOUQ, Seller shall fulfill the Customer Order in compliance with this agreement and make the Purchased Products available for pick up by a common carrier for delivery to the Customer. Seller shall ship Purchased Products within the time period specified in the Policies. Seller shall not substitute any Product for the Purchased Products. Seller shall not include any marketing or promotional materials, or any other solicitations with the Purchased Products shipped to Customers. Title to and risk of loss of or damage to the Purchased Products will remain with Seller until delivery to the Customer. Home SOUQ will not have title to, or be deemed the legal owner of, any Products.
You will identify yourself as the seller of each of Your Products on all packing slips or other information included or provided in connection with Your Products and as the Person to which a customer may return the applicable product.
Seller will ship each Product within the On-Time Shipping Standard after receipt of the Transaction Information from Home SOUQ Marketplace. If Seller cannot meet the On-Time Ship Standard for any Product, it will provide Makro Marketplace with email notification of such delay
Overdue Orders. Home SOUQ may cancel any Customer Order that Seller does not ship within the shipping period specified in the Policies. Home SOUQ is not required to compensate Seller for any such cancelled order. It is Seller’s responsibility to monitor all orders and ensure all shipments are made within the timeframes specified in the Policies.
You will not send customers emails confirming orders or fulfillment of Your Products.
Delivery Errors. Seller is responsible for any non-delivery or delivery error in connection with the delivery of its Products.
Seller Will Handle Returns. Seller shall handle any Customer returns of its Products. If Seller accepts a Customer return, it shall provide notice of the return to Home SOUQ in the manner set forth in the Policies. Home SOUQ is not required to accept or process returns of Products. If a Customer attempts to return a Product to Home SOUQ, Home SOUQ may accept that return. If Home SOUQ accepts the return, it will ship the Product to Seller, and Seller shall reimburse Home SOUQ for any shipping or processing costs, and any other losses, expenses, or liabilities Home SOUQ incurred in accepting the return. Home SOUQ may determine fees for processing and shipping returns to Seller by posting those fees in the Policies
Seller Return Policy. Seller shall submit a return policy (the “Seller Return Policy”) using the form provided on the Home SOUQ Portal. Seller shall honor all Customer returns of Products in accordance with the Seller Return Policy published at the time a Customer purchased a Product. The Seller Return Policy must:
apply to all Products;
outline the process for Customers to return the Products directly to Seller; and
be at least as accommodating to Customer returns as the applicable Marketplace’s return policy and Seller’s own return policy.
Refunds. If Seller accepts a Customer return and notifies Home SOUQ of the return, Home SOUQ may refund Seller a portion of HomeSOUQ’s commission on that Customer Order as set forth in the Policies.
CUSTOMER SERVICE ISSUES
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.
CUSTOMER PERSONAL INFORMATION
“Customer Personal Information” means any data or information related to identified or identifiable Customers or related non-parties (such as non-parties that Customers designate as recipients of shipments).
Use of Customer Personal Information. Home SOUQ will own all Customer Personal Information that it or Seller collects. Seller shall use Customer Personal Information only in accordance with Applicable Law and only to perform Seller’s obligations or exercise Seller’s rights under this agreement or as necessary for legal compliance. Seller shall not:
transmit Customer Personal Information to any non-party except for purposes of performing under this agreement;
use Customer Personal Information to send marketing materials to or contact any person except for purposes of performing under this agreement;
solicit additional information from a Customer or related individual;
You may only use the customer personal information as necessary to fulfill orders and may not use any such customer information (including contact information) for any purpose other than fulfilling orders or providing customer service in connection with a Service. Generally, you may not use such data in any way inconsistent with applicable Law. You must keep customer personal data confidential at all times.
Protection of Customer Personal Information.
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.
deliver products in accordance with the packaging requirements and other instructions we notify you of in writing in advance
package and transport products safely and in such a manner that minimizes the risk of damage to the product
obtain all necessary documentation, permits and consents to deliver the product
remain responsible for after-sales services, guarantees and maintenances and defects
update your pricing to take into account VAT
you shall be liable to pay all related taxes to the Federal Tax Authority
unless otherwise agreed between the parties, the primary invoicing relationship is between you and the buyer, therefore, you will not issue any invoices to us for the products. Only a packing list or delivery slip can be issued to us
Warranties, Representations and Undertakings
You warrant, represent and undertake that:
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;
you have all the necessary licenses, permissions, authorizations, 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 the UAE;
your listed products conform to the required quality and safety standards in the UAE;
all products new (and not refurnished or used) are free from any defects;
you are solely responsible for any liability arising from the purchase and use of your listed products by Site users or other third parties;
the total liability applicable to Home SOUQ, 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 6 (6) months prior to the action giving rise to the liability; or (c) three hundred Dirhams (AED 300)
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
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:
the content or other information you provide when using the Services
your use of or your inability to use our Services and/or delays or disruptions in our Services;
bugs, errors or inaccuracies of any kind in our Services, viruses or other malicious software obtained by accessing or linking to our Services;
a suspension or other action taken by us with respect to your use of the Services;
the duration or manner in which your listings appear in search results
Suspension and Termination of Selling Account
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) you are not reasonably cooperating with an investigation by us or any law enforcement or regulatory agency; (c) you have failed to meet the agreed performance indicators; or (d) 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
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.
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.
Seller will continue to have obligations under this Agreement after termination of the agreement including without limitation, the obligation to (a) Fulfill all Orders that have been accepted but not yet delivered (b) provide customer service to Customers who purchased Products on the Home SOUQ Site (c) pay any invoices delivered by Home SOUQ Marketplace in connection with the Agreement
The laws of the Dubai International Financial Centre govern this Agreement and all of its terms and conditions.
Any dispute, claim, difference or controversy arising out of, relating to or having any connection with this Agreement with Home SOUQ or its Affiliates, including your use of the Services, any dispute as to its existence, validity, interpretation, performance, breach or termination or the consequences of its nullity and any dispute relating to any non-contractual obligations arising out of or in connection with it, shall be referred to and finally resolved by arbitration under the DIFC-LCIA Arbitration Rules as amended from time to time. The number of arbitrators shall be one, to be appointed in accordance with the DIFC-LCIA Arbitration Rules. The seat or legal place of arbitration shall be the Dubai International Financial Centre.
Because Home SOUQ is not your, or the customer’s agent for any purpose, Home SOUQ will not act as either party's agent in connection with resolving any disputes between participants related to or arising out of any transaction
No Archive Use. Seller acknowledges that Home SOUQ is not providing archive services and that the Marketplaces are not intended to function as archives. Seller is responsible for maintaining independent archival and backup copies of Seller’s information.
Use of Subcontractors. Seller may use subcontractors in its performance under this agreement. If Seller uses subcontractors, Seller will: (a) be responsible for the acts or omissions of its subcontractors, and (b) require subcontractors to act in compliance with this agreement. Home SOUQ may require Seller to stop using any subcontractor for any reason.
Invalidity; Waiver. No finding that any part of this agreement is invalid will affect the remaining portions of this agreement. The waiver by any party of a breach of any provision of this agreement by the other party, will not be construed as a waiver of any subsequent breach of the same or any other provision of this agreement, nor will any delay or omission by either party to exercise or enforce any right or remedy under this agreement operate as a waiver of any right or remedy.
Assignment. Seller shall not assign or transfer any of its rights or obligations under this agreement without Home SOUQ’s written consent. Any such attempted assignment or transfer will be void.
Seller shall immediately notify Home SOUQ of any recall affecting a Product and shall immediately remove the Product Listing or its offers for sale posted to the Product Listing for that Product from all Marketplaces. Seller is responsible for all defective or recalled Products, including any losses, expenses, or liabilities related to recalls of its Products, and will bear all losses, expenses, or liabilities related to notifying Customers of and handling recalls of its Products
LIST OF PROHIBITED PRODUCTS
used, remanufactured, reconditioned or refurbished products;
stolen, counterfeit, misbranded or illegal products;
products that have been recalled;
products that violate applicable Law;
products that violate or infringe upon any Intellectual Property Right or other third party right;
products that contain material that is obscene, pornographic or offensive
any product for which Seller is not an “authorized reseller”
specific products or brand names that may not be sold on the Home SOUQ Site as are indicated by Home SOUQ Marketplace to Seller separately in writing (which in this case may include email or through any Seller Portal); and