LAliExpress Service Agreement for Sellers for Platform (English)

 

IMPORTANT PRIOR NOTICE

 

Before you join the corresponding category of subscribed sellers (hereinafter, the "Category") and enter into this Agreement,

YOU MUST CAREFULLY READ AND COMPLY WITH THIS AGREEMENT. PLEASE READ THE CLAUSES CAREFULLY, AND MAKE SURE YOU UNDERSTAND THEM, INCLUDING, WITHOUT LIMITATION, THE CLAUSES ON ALIEXPRESS CIS' EXEMPTION OR LIMITATION OF LIABILITY, THE CLAUSES ON THE LIMITATIONS OF THE SELLER'S (AS DEFINED BELOW) RIGHTS AND THE CLAUSES ON CONFLICT RESOLUTION, APPLICABLE LAW, AND JURISDICTION.

If you have any questions about any clause in this agreement, please consult with your lawyer before entering into the Agreement. If you disagree with any provision of this agreement or do not clearly understand it, please refrain from any further action. You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). When you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Otherwise, you, as the person on whose behalf an LAliExpress account is registered, are understood to be using that LAliExpress account on your own behalf, including to contact us and will be understood to have accepted the following terms and conditions, and will be bound by this agreement.

You may need to register on the Platform (as defined below) in order to perform the Agreement. By entering into this Agreement, you also confirm and agree, that you read, understand and comply with Platform User Agreements (as defined below). In case of any discrepancies between Platform User Agreements and this Agreement, this Agreement shall prevail.

 

 

ALIEXPRESS SERVICE AGREEMENT FOR SELLERS FOR PLATFORM

 

This Agreement is made between

a) ALIEXPRESS CIS HOLDING PTE. LTD., registered in the territory of the Republic of Singapore under the registration number 200720572D, with the office address at 51 Bras Basah Road, #01-21 Lazada One, Singapore 189554 (hereinafter, "We", "Us" or "LAliExpress CIS"); and

b) "Seller" or "You", identified in accordance with the details indicated in the Seller registration form.

The Seller and LAliExpress CIS shall be jointly referred to as the "Parties" and each one as a "Party".

 

Clause 1. Recitals

 

1.1. This Agreement is a complex agreement regulating relations of the Parties in connection with providing Services (as defined below) by LAliExpress CIS to the Seller and agency services in connection with the Services as described in the Agreement (clause 1.3. and other provisions). The object of this Agreement is to regulate the terms and conditions under which the Seller may offer to sell products on the LAliExpress Platform (as this term is defined below).

The annexes of this Agreement and all written processes and all other additional documents regarding the use of LAliExpress CIS services offered on the Platform will be an integral part of the Agreement.

 

1.2. LAliExpress CIS undertakes to provide Services to the Seller, and the Seller undertakes to accept the Services and pay for the Services in the manner agreed by the Parties and set out in Clause 9 (Settlements) below.

The Seller desires to become a member of the open marketplace model electronic commerce platform managed by LAliExpress CIS and to make sales on this platform, while LAliExpress CIS wishes to provide the Seller with the electronic commerce platform services it provides, in exchange for the commission and other fees to be paid by the Seller to LAliExpress CIS.

The Seller acknowledges, declares, and undertakes that through this Agreement, he/she authorizes LAliExpress CIS as its commercial representative to collect the product price from the Buyers regarding the sales made by the Seller and that the payment of the product price to LAliExpress CIS will release the Buyers from their payment obligation.

 

1.3. In connection with the Services performance and under the instructions of the Seller given herein, LAliExpress CIS acts as agent of the Seller as follows: 

(i) by arranging the collection of sales proceeds payable by the Buyers for the benefit of the Seller under the transactions entered into between the Seller and the Buyers on the Marketplace, and

(ii) by return of funds to Buyers in case of the Buyer's withdrawal from the transaction between the Seller and the Buyer, chargeback, return of goods or money paid for them (in full or partially), and

(iii) in other cases, according to the terms of the Agreement and the Platform User Agreements. 

The Seller (acting as principal) hereby instructs LAliExpress CIS, and LAliExpress CIS undertakes (acting as agent of the Seller), on behalf of and for the account of the Seller and for the remuneration, to carry out certain legal and other actions for the benefit of the Seller via its Affiliates and partners as described in this paragraph above. The above instructions shall be valid within the validity period of the Agreement. 

 

1.4. Terms and conditions of other additional services that may be provided by LAliExpress CIS shall be agreed by the Parties in respective Schedules, the Platform User Agreements, Annexes or Addenda hereto. 

 


 

 

Clause 2. Definitions

 

"Agreement" means the text of the Agreement, its annexes, amendment agreements and all rules published by LAliExpress for the Seller on the Platform (hereinafter collectively referred to as the "Contract");

"Seller" or "You" means the legal / real person Member who is the service provider who offers various goods and / or services for sale through the advertisements published on the account you have created on the Platform.

In this context, the Seller;

- it is a commercial legal entity;

- it enters into the transactions with the individual buyers as part of its commercial activities on retail sale of goods and/or services on the Marketplace;

- it carries out its activities on the Marketplace including dispatching goods and or delivering services to the individual buyers located in the territory of the Azerbaijan, Armenia, Belarus, Georgia, Kazakhstan, Kyrgyzstan, Moldova, Russia, Turkmenistan, Tajikistan and Uzbekistan (also the “Territory”); and 

- it has entered into this Agreement by way of acceptance of its terms in the manner prescribed by Clause 3.2 below.

 

“Affiliate” means, in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party. In this context, “Control” means the beneficial ownership of more than 35% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be interpreted accordingly.

 

"Platform" or "Marketplace" refers to the internet website [https://ru.laliexpress.com/] together with any associated domain names, as well as the mobile application, where the "Services" defined by this Agreement are provided, and all LAliExpress CIS and its Affiliates-owned intellectual property and industrial property rights under the applicable law, and where the Seller can carry out the required business transactions to take use of the Platform's applications and Services, enter the requested company/personal information, track sales transaction details, and access a special virtual page.

 

"Category" means the organization of the Platform into main operating categories (including special categories), depending on the type of product and in accordance with their commercialization requirements. Each main category (as well as the special categories) has its own joining rules and/or agreement on the basis of the type of product, operating strategy and brand position, and will be generally governed by the joining all LAliExpress Rules for the Platform Sellers that are available at all tabbed pages via hyperlink: Legal Docs

Regarding each main operating category, applications to join will be examined and decided upon individually. Otherwise, you should refrain from offering these products, and close the category if offered.

 

"Category Service" or "Service" refers to all services such as posting advertisements, sales brokerage/marketing and similar applications offered by LAliExpress CIS on the Platform for Sellers to publish and sell their products/services in their own virtual stores, and the Services mean:

аservices on provision of the technical possibility to publish Seller’s content on the Platform “as is” (including, without limitation, information on You, the products which You offer, and the terms applicable to their commercialisation) and display of such content to Platform users;

b) services on information support of entering into the transactions on the Marketplace between the Seller (conducting commercial operations on the retail sale of goods and/or services) and the Buyers;

c) services on provision of an access to Platform interface for Sellers, where a Buyer may send requests to Sellers through the Platform and Seller and Buyer may settle their disputes;

d) services on promotion of the Seller’s products by attraction of additional traffic on the basis of marketing/affiliate programs of LAliExpress CIS or other Affiliate entities; 

e)other related services provided to You by Us or other entities of LAliExpress group or our counterparts under the Platform User Agreements and this Agreement, as part of its operating activities in each Category.

 

"Measures for the Management of the Platform" means the measures that LAliExpress CIS can take in the cases of breach of this Agreement, or Platform User Agreements, or applicable law by the Seller or where LAliExpress CIS becomes aware on Seller’s violation of any rights of third parties, to ensure organised operation of the Platform, including, without limitation, the removal and deregistration of products, the application of restrictions on the publication of products, the suspension of the Category Services, or, where applicable, instructing its partners or Affiliates for temporal suspension or blocking of the possibility of transferring the proceeds to the Seller's account, account deregistration, suspension, or closure, or other measures as may be appropriate.

 

"Deregistration Process" means the deregistration process that starts at the Seller's request, when decided by LAliExpress CIS, or when certain conditions for the termination of this Agreement are met. During the Deregistration Process, LAliExpress CIS shall cease to provide the Category Services to the Seller and undertake the relevant Measures for the Management of the Platform, the Seller shall fulfil its obligations and perform the actions stipulated in this Agreement and in the applicable rules. The Deregistration Process is in turn divided into deregistration with respect to particular Category and deregistration from the Platform as a whole.

 

"Start of the Services" means the process by which LAliExpress notifies the Seller that it has successfully passed the process for acceptance as a Seller and conclusion of this Agreement, and thus is authorised to publish products in the various Categories and use the Category Services, as stipulated in clause 4. 

 

"Buyer" means the real person Member who purchases the goods and/or services (for personal non-commercial purposes, not connected with the business activities of such a real person) offered for sale through the advertisements given by the Seller on the Platform.

 

"Platform User Agreements" means the terms and conditions of operating the Marketplace that are available at all tabbed pages via hyperlink: Platform User Agreements prepared and published by LAliExpress CIS from time to time and being an integral part of this Agreement. Certain Platform User Agreements may be published on the Platform on the pages where Seller orders additional Services and may require additional actions and/or conditions to be concluded with the Seller. In such case the relevant Platform User Agreement will be concluded after performance of such actions and/or conditions and it will not prevent the conclusion of other Platform User Agreements that do not require such additional actions and/or conditions

Platform User Agreements include (and are not limited to):

LAliExpress Terms of Use;

Free Membership Agreement;

Transaction Services Agreement;

Privacy Policy;

Product Listing Policy;

User Agreement for Simplified Dispute Resolution Procedure on the LAliExpress Platform (Easy Dispute Offer).

 

«KYC procedure» means an internal check of the counterparty for trustworthiness and compliance with applicable law.

 

«Supplier Portal» refers to the special virtual page where the Seller can perform the necessary transactions in order to benefit from the applications and Services offered on the Platform, enter the company/personal information requested from him, follow the sales transaction details, and access only with the username and password determined by the Seller.

 

Clause 3. Coming into force and scope of application

 

3.1. The subject matter of this Agreement is the determination of the terms and conditions for Seller's use of the Services offered by LAliExpress CIS on the Platform and the identification of the rights and obligations of the Parties in this regard. The relationship between the Seller and the Buyers is not within the scope of this Agreement; LAliExpress CIS only grants the Sellers the right to sell products/services on the Platform in this commercial activity and is in no way a party to the contractual relationship between the Seller and the Buyers. The Seller shall be solely responsible for the sales transactions conducted on the Platform and shall be personally responsible toward the Buyers under the applicable legal provisions.

 

3.2. In order to enter into and execute the Agreement, you must be registered on the Platform and create an account as follows:

аthe Seller goes to the Marketplace registration page specified by LAliExpress CIS;

b) the Seller shall complete all details of the Seller registration form and provide the relevant documents specified in the Seller registration form (including company registration and tax certificates and others) as well as contact details (telephone number) of the Seller or its employee/authorised contact person. In order to verify the specified contact details, an SMS message may be sent to the provided phone number. An SMS message will be sent to the given phone number to confirm the specified contact information.

Although these documents are provided in full by the Seller, LAliExpress CIS always has the right to reject the Seller's application without giving reasons and/or to request additional documents. The Seller undertakes, while registering on the Platform, to provide all information/documents required by the Agreement and relevant legislation, and/or requested by LAliExpress CIS, accurately and completely, and that LAliExpress CIS may request information/documents from him/her at any time, and in the event of such a request, the Seller will provide this information/documents accurately and completely, and if there is any change in the information/documents provided, either during the registration process or afterward, the Seller will update this information/documents immediately on the Supplier Portal, within the time notified to him/her by LAliExpress CIS, and in any manner notified/announced by LAliExpress CIS. The Seller accepts, declares, and undertakes that in the event of failure to do so, he/she will be solely responsible for any liabilities arising therefrom, and in the event that LAliExpress CIS incurs any damages due to failure to provide or update the information/documents accurately and timely, or due to any incompleteness, the Seller will immediately, fully and directly compensate these damages upon first request in cash.

сupon completing all details of the Seller registration form, the Seller shall read and confirm its knowledge and acceptance of the Platform User Agreements by clicking on the relevant confirmations on the Seller registration form. You must also additionally execute the Schedule 3 to this Agreement unless other procedure is adopted on the Platform;

d) once all details are properly completed, documents submitted and the Platform User Agreements and this Agreement are accepted by the Seller, LAliExpress CIS will proceed with approving the Seller in accordance with its internal procedures, LAliExpress CIS confirms approval of the Seller on his email address specified in the personal account of the Seller;

eLAliExpress CIS will also provide the Seller with the access to the personal account of the Seller on the Marketplace where the Seller can indicate its bank account details, which will be used for operations on the Marketplace;

f) LAliExpress CIS may change the procedure for entering into this Agreement on the Marketplace and specify other requirements in its sole discretion;

g) this Agreement shall be deemed entered into between the Parties from the moment when the Seller accepts the Platform User Agreements and this Agreement as described in Clause 3.2 (c) above and 

(i) LAliExpress CIS sends to the Seller the notice on acceptance of the Seller Application-offer (signed by the Seller or the authorised representative and stamped with the Seller's stamp if it is provided by the law of the seller`s incorporation country) to the email address specified in the personal account of the Seller and/or to the Seller's personal account (in accordance with Clause 3.2 (h) below; or 

(ii) LAliExpress CIS sends to the Seller the notice of acceptance of the Seller Application-offer (electronically signed by a qualified electronic signature of the Seller or an authorized person of the Seller) to the e-mail address specified in the Seller's personal account and/or to the Seller’s personal account (in accordance with Clause 3.2 (i) of the Agreement below); or 

(iii) LAliExpress CIS confirms approval of the Seller on his email address specified in the personal account of the Seller

 

h) to conclude this Agreement at the registration stage the Seller can download from the personal account of the Seller or receive from LAliExpress CIS over email and print the Seller Application-offer (Annex 3 to this Agreement). The Seller Application-offer shall be filled in, signed by the Seller or the authorised representative of the Seller and stamped with the stamp of the Seller (if applicable). Scanned copy of the filled in, signed by the Seller or the authorised representative of the Seller and stamped with the Seller's stamp (if applicable) Seller Application-offer shall be sent by the Seller to LAliExpress CIS through the personal account. Submission by the Seller to LAliExpress CIS of the scanned copy of the filled in, signed by the Seller of his authorised representative and stamped with the Seller's stamp (if applicable) Seller Application-offer shall be deemed submission by the Seller to LAliExpress CIS of the irrevocable offer to conclude the Agreement on the terms specified in the Agreement and in the Seller Application-offer. LAliExpress CIS notifies the Seller on acceptance of the Seller Application-offer or refusal to accept the Seller Application-offer at the email address specified by the Seller in the personal account and/or through the Seller's personal account. 

i) this Agreement shall be deemed not be concluded if:

- the Seller fails to accept the Platform User Agreements and this Agreement;

- the details specified in the Seller registration form and/or the Seller Application-offer are incomplete and/or misleading;

- the Seller fails to successfully pass the relevant KYC procedures applied by LAliExpress CIS;

- LAliExpress CIS does not accept the Seller Application-offer of the Seller by sending the respective notification at the email address of the Seller specified in the personal account and/or through the personal account in accordance with the Clause 3.2 (g) above or LAliExpress CIS does not confirm approval of the Seller on his email address specified in the personal account of the Seller.

 

3.2.1.Unless otherwise agreed by the Parties, by default, when the Seller's registration and conclusion of this Agreement have been successfully passed, the Seller is allowed to sell its products on the commercial electronic Marketplace located at [https://ru.laliexpress.com/]. The Seller has the right to request LAliExpress CIS' permission for brand authorization and being admitted to sell the branded products in its store on the Marketplace. The decision on such a request for the Seller's admission shall be made by LAliExpress CIS at its sole discretion on the basis of internal rules and procedures.

3.2.2. LAliExpress CIS is entitled, at any time and at its own discretion, to add the products of the Seller to a program which differentiates by any means the products of the Seller from the other ones. The rules and criteria for inclusion of the Seller's products to these programs, decision on inclusion of the Seller's products to them as well as removal from them shall be made by LAliExpress CIS at its sole discretion on the basis of internal rules and procedures.

3.2.3. The rules and criteria for establishing SKUs, the decision to attribute the goods to one or another SKU on the Platform shall be taken by LAliExpress CIS at its sole discretion on the basis of its internal rules and procedures.

 

3.3. This Agreement shall be deemed concluded via exchange of the Seller Application-offer by LAliExpress CIS and the Seller and the notification on the acceptance of the Seller Application-offer by LAliExpress CIS as per Clause 3.2 herein. 

In the context of this clause the proper completion by the Seller of all details of the registration form, submission of all documents and acceptance of the Platform User Agreements and this Agreement by the Seller shall be considered as the offer, and the approval by LAliExpress CIS of the Seller at his email address specified in the personal account of the Seller – as the acceptance. In such case the Agreement shall be deemed concluded in the written form.

In case of signing the Seller Application-offer by means of an electronic signature, LAliExpress CIS reserves the right to verify the authenticity of the Seller’s electronic signature certificate itself or request the additional information from the Seller for the purposes of such verification. 

 

3.4. This Agreement comprises the text of the agreement, its appendices, amendment agreements and all the rules and announcements published by LAliExpress CIS (hereinafter, referred to jointly as the "Agreement"). In case of any discrepancies between Platform User Agreements and this Agreement, this Agreement shall prevail. 

 

3.5. You hereby understand and accept that the acceptance of this Agreement does not necessarily entail the successful commencement of the Category Services. LAliExpress CIS will conduct a review of the information and documents with which You provide Us to join the Platform and on the products that you offer, in accordance with any of its applicable procedures. Once the review process is satisfactorily completed, the Services shall start under this Agreement on such date as advised by LAliExpress CIS. The result of the review process shall be that notified by LAliExpress CIS, which will also inform if there are any specific limitations to the start of Services.

 

3.6. This Agreement shall be effective from the date of its conclusion to 31 December of the year in which You join. Thereafter, this Agreement shall renew on an annual basis until it is terminated in accordance with the terms of this Agreement. Without prejudice to the rights for modification granted to LAliExpress CIS in this Agreement, for successive periods, LAliExpress CIS may publish in each calendar year the new version of "LAliExpress Service Agreement for Sellers for Platform" applicable for the immediately following calendar year. Unless either Party notifies the other of its intention to terminate this Agreement at least thirty (30) calendar days before its expiration, it shall be understood that

(i) the Seller has accepted the "LAliExpress Service Agreement for Sellers for Platform" applicable for the following calendar year; or 

(ii) the same "LAliExpress Service Agreement for Sellers for Platform" will continue to apply if LAliExpress CIS has not published a new version. It is the sole responsibility of the Seller to read carefully each and any new "LAliExpress Service Agreement for Sellers for Platform". Where LAliExpress CIS has not published “LAliExpress Service Agreement for Sellers for Platform” applicable for the following calendar year, the currently applicable one shall continue to apply.

 

3.7. The Parties have agreed that the provisions of the present Agreement shall apply to the relations of the Parties starting from the moment when the Seller accepts the Platform User Agreements and this Agreement as described in Clause 3.2 (c) above.

 

3.8. Alibaba.com Singapore E-Commerce Private Limited and LAliExpress CIS reserve the right to establish or modify the Agreement and/or Platform User Agreements any and all rules governing the Platform at any time. In these cases, LAliExpress CIS shall inform the Seller if and as provided in this Agreement. The modified Agreement, Platform User Agreements and/or platform rules shall come into force from publication (or the relevant date if specified so in the new modified version). Should You disagree with the relevant modification, You should refrain from continuing to use the Category Services. If You continue to use the Category Services, You will be understood to have no objections to the modified Agreement and/or Platform User Agreements and/or platform rules and undertake to fulfil them.

 

Clause 4. Start and limitation of the Category Services

 

4.1. The Category Services shall start within seven (7) business days from the fulfilment of the following conditions (“date of the Start of the Services”):

a) The Seller has become a member of LAliExpress and has accepted the Platform User Agreements, unless certain Platform User Agreement requires additional actions and/or conditions for its conclusion. In such case the relevant Platform User Agreement will be concluded after performance of such actions and/or conditions and it will not prevent the conclusion of other Platform User Agreements that do not require such additional actions and/or conditions;

b) LAliExpress CIS and the Seller have concluded this Agreement;

c) The Seller has provided all the information and documents required by each Category, and passed the LAliExpress review process;

d) Prior to the request for the Services, there have been no cases of provision of untrue and incomplete information, sale of counterfeit products, fraud, or other cases of serious non-compliance; and

e) LAliExpress CIS has sent the Seller the notice regarding the Start of the Services.

 

4.2. The Services shall begin on the effective date of the Start of the Services, as established in the previous clause 4.1, and shall end with the Seller's deregistration from the Category or the termination of this Agreement.

4.3. Unless otherwise stipulated, LAliExpress CIS shall be entitled not to initiate the Service or to early terminate this Agreement within thirty (30) calendar days as of the Seller's acceptance of this Agreement, should any of the following circumstances take place:

a) the Seller has not fulfilled all the conditions set out in Clause 4.1 above for the Start of the Services, or

b) LAliExpress CIS notifies the Seller on its refusal by convenience to provide the Services.

In the event that this Agreement is terminated by LAliExpress CIS before the start of the above-mentioned Services, LAliExpress CIS will not be liable for any civil or criminal liability. For the avoidance of doubt, LAliExpress CIS is not liable for any damages. In this context, the Seller accepts, declares and undertakes that he/she will not claim any damages under any name.

 

Clause 5. Technical and logistics services and expenses

 

5.1. LAliExpress CIS shall provide the Seller with the technical services related to the contents on the Platform, including, without limitation, management of the Category, publication of Category products, transaction management services, and any other software and online technical services as specified from time to time in the "Transaction Services Agreement" which is incorporated into the "Free Membership Agreement".

5.2. Logistics services rendered by the Seller for the purpose of fulfilling the Buyer's order (packaging, dispatching and delivery of the order) must meet the standards of service of LAliExpress CIS. Specific terms and conditions of logistics services of the Seller are set forth in Schedule 2 hereto.

 

Clause 6. Rights and obligations of LAliExpress CIS

 

6.1. LAliExpress CIS has the obligation of performing maintenance work for normal operation of the Category Services, in order to enable the Seller to correctly conduct its activities within the Category which it has joined. LAliExpress CIS has the right to adjust the type, commercialization conditions and quantity of the products published by the Seller (including, but without being limited to, changing the stock to zero), according to the circumstances of each Category, the Sellers' scope of activity, and the effective circumstances of their activity, particularly, but not limited to, when the Seller has breached any provision of this Agreement, Platform User Agreements and/or applicable law. Additionally, the Seller expressly authorizes LAliExpress CIS to adjust the commercialization conditions of the products published by the Seller when it is required to adjust to the conditions of promotions to which the Seller has decided to adhere. Participation in the promotions is voluntary for the Seller, the Seller makes its own decisions on participation in the promotions.

 

6.2. In the event of a breach of law and any third-party’s rights, this Agreement or the Platform User Agreements by the Seller, or should LAliExpress CIS have reasons to suspect that the Seller is conducting actions that are harmful to the consumers, third-party right holders or LAliExpress CIS in breach of this Agreement or the Platform User Agreements or applicable law as well as if there is a threat to the normal functioning of the Platform and to remove obstacles to the normal functioning of the Platform, LAliExpress CIS shall be entitled to take Measures for the Management of the Platform regarding the Seller's LAliExpress account (including, but without being limited to, changing the stock to zero), as well as any other LAliExpress accounts managed by the Seller, instruct the Platform provider of payment services to make temporal suspension or blocking of the possibility of transferring the proceeds to the Seller's account.

 

6.3. LAliExpress CIS has the right to establish and change the joining rules applicable to each Category, among others, to maintain normal operation of each Category.

 

6.4. LAliExpress CIS has no obligation to conduct audits on the Seller's commercial actions on the Platform, the products, or any other actions pertaining to the transactions conducted on the Platform. However, should LAliExpress CIS have grounds to suspect that the Seller is conducting any actions in breach of this Agreement or the Platform User Agreements or applicable law, harming the rights of consumers, of third-party right holders, or of LAliExpress CIS during the transactions, LAliExpress CIS shall be entitled to conduct audits and require that the Seller provide any relevant supporting documents.

 

6.5. To protect the interests of the Buyers, LAliExpress CIS has the right to monitor the prices for the Sellers' products as well as other terms of sale of the Seller's products. If the price for the product indicated by the Seller or other terms of sale of the product have, at LAliExpress CIS' view, the signs of speculation and/or substantially differ from the market ones and create unfair competition, LAliExpress CIS shall be entitled to take Measures for the Management of the Platform regarding the Seller's LAliExpress account and/or the Seller's product removing such products to offline.

 

6.6. Without prejudice to the above, LAliExpress CIS has the right, but not the obligation, to conduct random inspections of the products sold (or to be sold) by the Seller to verify their legitimate origin and require that the Seller provides the corresponding supporting documents. LAliExpress CIS has the right, after conducting an initial examination of the legitimacy of the products according to the circumstances and applicable rules, to manage the products as established in the applicable legislation.

 

6.7. LAliExpress CIS has the right to establish the quality control criteria for the products in each Category, considering the quality requirements for the products published in their place of origin, sale, distribution, or in any other location, and to establish the requirements for entry and criteria for inspection of the Seller's products.

 

6.8. LAliExpress CIS shall in no case be responsible for the obligations arising from the commercial transactions which You conduct with the users through the Platform unless specifically agreed by and between LAliExpress CIS and Seller. In particular, but without limitation, LAliExpress CIS shall not be responsible for delivering the products, their condition and suitability, for effectively complying with users’ right of withdrawal, for offering the legal guarantees established by the legislation in force, for offering post-sale services, etc.; which responsibility lie with the Seller. The Seller will be responsible for all damages that arise / will arise in case of violation of this responsibility.

 

6.9. LAliExpress CIS has the right to engage third parties to fulfil its obligations under this Agreement while remaining liable to the Seller for the actions of such third parties involved.

 

6.10. LAliExpress CIS shall have the right, but not the obligation, to conduct random inspections of the products sold (or to be sold) by the Seller to confirm the Seller's compliance with limitations and requirements of law and to require the Seller to provide relevant supporting documents. LAliExpress CIS shall have the right, after an initial examination of the Seller's compliance with the limitations and legal requirements under the circumstances and applicable rules, to take the necessary actions with the Products in accordance with the applicable law, including the application of the Measures for the Management of the Platform.

 

6.11. Suspension of Service: 

In case of situations requiring restriction, suspension, or termination of the Services, LAliExpress CIS requests an explanation from the Seller by clearly and comprehensively stating the reasons and gives the Seller at least three working days to submit the explanation. LAliExpress CIS may restrict or terminate the Services if the Seller's disclosures are insufficient or not provided. In this case, LAliExpress CIS will make its decision regarding the Services within 7 working days from its receipt of the explanation and will notify the Seller through the Supplier Portal. If the Seller does not give any explanation, this period is the last day of the disclosure period. 

 

Clause 7. Representations and warranties of the Seller

 

7.1. The Seller accepts, declares and undertakes the following matters within the scope of this Contract;

The Seller has the legal and acting capacity to conclude this Agreement, use the Category Services, and perform the sale of the products and the provision of services pertaining to them, pursuant to applicable law, which it undertakes to comply with at all times. In particular, but without limitation, the Seller confirms that it is (and undertakes to continue to be) the holder of all the licences and administrative permits required for the lawful sale/commercialization of the products on the Platform (if applicable). The Seller undertakes to ensure that all the actions performed under this Agreement are performed by the staff with sufficient capacity and powers to legally represent and bind the Seller.

7.2. The Seller undertakes to act in good faith on the Platform, comply with the principle of integrity, honesty, and fair competition, set up fair prices for the products and other terms of the products' sales avoiding any speculations relating to the products, effectively comply with the rights of consumers and third-party right holders, not to conduct unfair, unlawful, false, or inaccurate activities and/or transactions or those that breach public morals and order or are harmful to the fair market and to the good faith of the Platform. In particular, but without limitation, the Seller accepts, declares and undertakes that he/she will not fulfil the actions written below:

 

a) offer misleading discount such as:

(i) marking up the product’s original price just before the campaign or promotion with the intention of creating a false promotion impression, or 

(ii) advertising a product as discount from a price that was never offered or was offered for an insignificant period of time prior to the discount

 

b) display unreasonably high, low or misleading price such as: 

(i) exploiting exceptional circumstances to sell products at very high prices or

(ii) advertising the sale of a product or service at a price but in actual fact, no items are available at that price

 

c) advertise products or services at a discount for a “limited period” to mislead consumers into believing that there is a price benefit and scarcity in the availability of the promotional prices but in actual fact, the discounts are available for an extended duration; and

d) employ misleading packaging to mislead consumers into believing that within the product packaging there is a greater quantity of the product than is actually the case, that the product is of a better quality or that the product possesses certain other characteristics.

 

7.3. The Seller undertakes to provide true, legitimate, correct, updated and valid information and documents to LAliExpress CIS and consumers, and to ensure that such information as its email address, telephone number, postal address, post code and payment details are the current ones, ensuring that LAliExpress CIS and other users can use the relevant data to contact the Seller. Likewise, the Seller has the obligation to immediately provide updated information and documents should they change.

In case of inaccurate or incorrect data provided by the Seller to LAliExpress CIS or its Affiliates or sub-contractors (if applicable), LAliExpress CIS shall not be liable for any non-fulfilment of its payment and other obligations under the Agreement.

 

7.4. The Seller undertakes not to publish non-specific products for a Category under a specific Category (not to publish products in wrong Category) and not to publish specific products for a Nested category under a non-specific Nested category (not to publish products in wrong Nested category/sub-category).

 

7.5. The Seller represents that it is and undertakes to be, during the term of the Agreement, the holder of all the needed rights over the published products, including, without limitation, the ownership or other right of legitimate use of the trademark and any other applicable rights of intellectual and industrial property. Likewise, the Seller undertakes not to publish, sell or commercialize products that breach trademark or other intellectual or industrial property rights or commercialization rights of third parties, or to commit acts of unfair competition through the Platform. The Seller declares that it is and undertakes to be, during the term of the Agreement, authorised to sell products in the Russian Federation and other countries of the Territory (if authorized by the Platform), and in particular through online platforms for sale in the Russian Federation, such as the Platform.

 

7.6. The Seller undertakes to use the data obtained during personal data processing on the Platform only to perform the relevant transactions on the Platform, undertaking not to perform any other action, including, but without limitation, the copying, distribution, or any other public communication of the data of other users published on the Platform.

 

7.7. The Seller undertakes to accept any inspections and audits conducted, if this were the case, by LAliExpress CIS regarding the lawful origin of the products. The Seller has the obligation to keep any document that might prove the legitimate origin of its products. Should the Seller be unable to prove the lawful origin of the products, LAliExpress CIS shall assess the authenticity of the products according to the circumstances. The Seller accepts to bear any consequence arising from an unfavourable assessment.

 

7.8. The Seller undertakes to accept any random inspections of the products that LAliExpress CIS may conduct to verify their quality and authenticity, in order to maintain adequate market continuity and guarantee the interests of the consumers and of third-party right holders (including, but without limitation, inspections conducted by independent quality inspectors or trademark holders, or cooperation through instructions to logistics companies to conduct said inspections). The Seller may express its disagreement with the outcome of the inspection by submitting supporting documents. The Seller shall bear any documented expenses reasonably incurred in the inspections that identify faulty products or products in breach of intellectual or industrial property rights.

7.9. The Seller guarantees that the information provided by it to LAliExpress CIS about the products, their properties and characteristics, as well as the images of the goods, are accurate and valid. LAliExpress CIS on behalf of the Seller can publish the listing pages, images and descriptions of the products on the Platform. At the same time, LAliExpress CIS shall not be liable for any damages caused to the Seller or third parties due to publication of inaccurate information about the Seller and / or goods, if LAliExpress CIS does not change information about the Seller/the goods originally provided by the Seller.

 

7.10 The Seller shall not acquire any rights to LAliExpress CIS or its Affiliates’ intellectual property, shall not be allowed to use any intellectual property of LAliExpress CIS or any Affiliates (unless expressly authorized by the rights holder in writing), including, but not limited to, using any instructions, markings, logos, designations, creative materials of LAliExpress, including, but not limited to, for the purposes of marking the sold goods, or otherwise giving any third parties the impression of participation of the Seller and\or their products in LAliExpress and LAliExpress Plus Service, if the Seller is not a member of the LAliExpress Plus Service and has not received appropriate instructions or consent from the LAliExpress CIS.

If the Seller fails to perform the Seller's obligations under this clause, at the request of LAliExpress CIS and without prejudice to any of LAliExpress CIS’s other rights and remedies, the Seller shall pay to LAliExpress CIS  an amount of 1500 USD  or its equivalent amount in Russian rubles or other currency of a country in the Territory at the current exchange rate of the original currency applied by the payment services providers of LAliExpress CIS against the US dollar. The parties confirm that the payment of such sum is reasonable and proportionate to protect LAliExpress CIS’s legitimate interest in performance under this Agreement. 

 

 

Clause 8. Rights and obligations of the Seller

 

8.1. The Seller agrees, declares and undertakes to act in accordance with this Agreement, its annexes, additional protocols and legal regulations, including but not limited to statements and warranties.

 

8.2. The Seller shall conduct its activities in accordance with LAliExpress Rules for the Platform Sellers and any other rules that govern the Platform, and accept any payment obligations imposed under the LAliExpress Rules for the Platform Sellers in the event of a breach; in particular, but without limitation, the Seller undertakes to participate and comply with the rules of any methods for the resolution of disagreements that might be implemented on the Platform to handle claims from users or third-party right holders.

 

8.3. The Seller shall have the right to take part in the promotions initiated or organised by LAliExpress CIS or its Affiliates including Alibaba.com Singapore E-Commerce Private Limited and Alibaba.com (RU) LLC on special dates and periods (e.g., but without limitation, sales, Christmas, Valentine's Day, Women's Day, Double Eleven and Black Friday) or promotions for specific product categories. When deciding to participate in the above promotions, the Seller shall apply best efforts to take part and consent the terms and conditions for adhering to such promotional activities, however such participation is not obligatory and Seller may refuse to participate in any of above promotions.

 

8.4. The Seller shall fulfil its consumer protection duties as set forth by the applicable law. In particular, but without limitation, it shall: 

(i) act in accordance with all kinds of legislation, especially the consumer protection law; 

(ii) comply with the requirements set by applicable Territory consumer law as regards returns, replacement, legal guarantee and right of withdrawal; and 

(iii) offer accurate information on the Seller, products, provide post-sale services and guarantees in accordance with legal requirements and provide consumers with the information legally required prior to and after transactions.

 

8.5. The Seller shall comply with Russian or other applicable local law and regulations of the Territory (including the applicable Eurasian Economic Union, federal, regional, and local regulations), including, but without limitation, laws regarding customs, taxation, the protection of consumer rights, data protection, and any other applicable regulations.

 

8.6. The Seller undertakes to comply with the legitimate requests of the competent state authorities.

 

8.7. The Seller shall pay service fee to LAliExpress CIS pursuant to Clause 9 hereof and reimburse the latter for documented costs and expenses incurred that are agreed by the parties.

 

8.8. Unless the Agreement or the Platform User Agreements provide for otherwise, the Seller shall only withdraw the proceeds received by the Seller from the Buyers under the transactions between the Seller and the Buyers on the Platform to the current account held and owned by the Seller, not by the third party.

 

8.9. The Seller shall refund to the Buyers under transactions concluded between the Seller and the Buyers in accordance with the terms of this Agreement and the Platform User Agreements, as well as LAliExpress rules.

 

8.10. When a payer contests a transfer (chargeback) made for the Seller's goods in connection with transactions entered into by the Seller with Buyers on the Platform, the Seller undertakes to provide LAliExpress CIS with its best efforts with timely (within the terms as requested by LAliExpress CIS) assistance regarding any chargebacks, including those caused by undelivered, damaged or lost goods, including promptly providing any information or documents regarding the transaction with the Buyer requested by LAliExpress CIS. The Seller understands that the failure to provide such documents or information may lead to the decision of the payment service provider that would be not in favour of the Seller.

 

8.11. The Seller is obligated to deliver for each product separately and within the sales price, together with the user manual, warranty certificate and all accessories, documentation, brochures, banners, and other materials listed on the purchase document and/or delivered with the items, as well as any information and documents required by law, in the packaging of the goods. LAliExpress CIS should not be obliged to check whether these information and documents are in the cargo box because We are not a party to the distance sales agreement. The Seller agrees, declares and undertakes to compensate for any damage to LAliExpress CIS due to the lack of such information and documents.

 

8.12. The Seller agrees, declares and undertakes to deliver all the product and/or services offered for sale on the Platform to the Buyer in full and/or as required (brand, type, colour, size and quantity are certain), completely and free of all kinds of explicit, implicit and hidden defects.

 

8.13. The Seller agrees, declares and undertakes to cooperate fully with LAliExpress CIS to provide all necessary documents and the creation of the necessary technical infrastructure that will enable all advertisements to be published on the Platform. LAliExpress CIS has the right and authority to close any of the Seller’s products on the Platform for sale without giving any reason, exclusively at its discretion.

 

8.14. The Sellers are required to write the product features they put up for sale on the Platform completely and accurately and photograph them in accordance with sale.

 

8.15. The Seller accepts, declares and undertakes that he/she gives/will grant a simple license to LAliExpress CIS so that it can be used by third parties, without any media ad country restrictions, limited to term of the contract, when the images are given to LAliExpress CIS by the Seller and the Seller product images have the quality of work.

 

8.16. The Seller accepts, declares and undertakes that the sale and display of goods and services displayed on the Platform and in advertisements will not create any illegality and/or violation of rights in line with the current legislation and all the right, authority and responsibility for the publication, expose for sale and sale of the goods and services related to these ads and contents on the Internet. In addition, the Seller is obliged to constantly monitor the content of products in violation of the legislation and not to display and sell the products in this list.

 

8.17. The Seller will create a username and password while subscribing to Supplier Portal and use this information to access the profile page and perform some other transactions. The security and confidentiality of the Seller’s password and username are entirely the responsibility of the Seller. The Seller has waived the right to assert its invalidity in advance due to the fact that the transactions performed by logging in via his/her profile are unauthorized transactions. Even in such transactions, all responsibility will belong to the Seller themselves. In the event that any transaction is made against or to the detriment of LAliExpress CIS on the Supplier Portal using the Seller’s password, the Seller is obligated to cover the losses of LAliExpress CIS arising from these transactions.

 

8.18. LAliExpress CIS will keep the personal and commercial information provided by the Seller during the membership process and throughout the membership in a secure environment. LAliExpress CIS may use this information for advertising, marketing and other purposes of the activities and practices of LAliExpress CIS and its business partners in order to make applications and statistical evaluations necessary for the complete and proper functioning of the services and may be disclosed only to third parties anonymously for the reasons mentioned above. The Seller agrees and declares that he/she consents to the use and storage of its information by LAliExpress CIS in accordance with the provisions of this article.

 

8.19. The Seller is obliged to carry out all its transactions on the Platform in a way that will not harm the Platform in any technical way. All information, content, material, and other content provided by the Seller to the Platform are free of any program, virus, software, unlicensed product, trojan horse, or other content that could harm the system. The Seller accepts, declares, and undertakes that the Seller has taken all necessary precautions (including using necessary protective software and licensed products) to prevent the presence of such materials, and that it will immediately take the precautions asked by LAliExpress CIS in order to carry out the provisions of this article.

 

8.20. LAliExpress CIS reserves the right to make any changes to the Platform in order for the Platform to function fully and properly. For this purpose, LAliExpress CIS reserves the right to change the offered Services and contents at any time and without notice.

 

8.21. The product price will be collected from the Buyer by LAliExpress CIS on behalf of the Seller at the time of purchase and provided that You fully and duly fulfil Your obligations specified in this Agreement and commitments regarding the product You have sold, You will be able to benefit from the Services and will be entitled to the product price in return for the sale transaction to be made from the Platform.

 

8.22. The Seller is bound by all advertisements and content published on the Platform and will be responsible for all commitments arising from them. If the Sellers transactions do not comply with the terms of this Agreement and rules and conditions declared on the Platform, are in violation of the legislation, pose a risk in terms of legal, technical and especially information security or/and harm to the personal and commercial rights of third parties, LAliExpress CIS could suspend the publication of the relevant advertisements temporarily or permanently, suspend or terminate the membership and unilaterally terminate this Agreement, terminate the Seller's product/service sale without any compensation without giving any prior notice to the Seller. In such a circumstance, the Seller agrees, declares and undertakes not to demand any fees or other compensation from LAliExpress CIS. In case of violation of the provision of this article, LAliExpress CIS reserves the right to unilaterally terminate the Agreement at any time without notice.

 

8.23. The Seller accepts, declares and undertakes that the score determined in response to the behaviour that constitutes a violation within the scope of the terms of this Agreement and/or the rules and policies published on the Platform will be processed into the Seller's system, sanctions corresponding to this score and/or all its scores and announced to the Seller could be applied.

 

8.24. The Sellers agrees, declares and undertakes that LAliExpress CIS has the right to suspend Seller's pay-outs under this Agreement for a reasonable period of time from the date of the violation, if the Seller violates the terms of this Agreement and/or the rules and policies published on the Platform, and there is a possibility that LAliExpress CIS will suffer losses as a result of this violation, and LAliExpress CIS has the right to suspend Seller's payments under this Agreement for a reasonable period of time from the date of the violation.

 

8.25. The Seller accepts and declares that the Seller is the party to the distance sales contracts to be concluded with the Buyers in the sales to be made from the Platform, that LAliExpress CIS is not a party to this distance sales contract relationship, that it is personally liable to the Buyers in every sense within the scope of the applicable consumer law legislation and other legislation. In addition, the Seller is directly responsible for the quality of all products exhibited and sold on the Platform, delivery of warranty certificate and other necessary documents. The Seller will be directly responsible for the damages that could arise in case of violation of the provision of this article. You will ensure that the products you sell from the Platform reach the Buyer within the delivery time specified during the sales process and will be liable for all kinds of delays. The Seller has to respond to the Buyer’s requests and demands as soon as possible.

 

8.26. The Seller will conclude a contract with the Buyer only through the Platform and will only engage in such commercial activity through the Platform. In any case, You will not respond positively to the Buyer’s request to contact you outside the Platform and/or purchase outside the Platform, and again in any case You will not establish any legal relationship with the Buyers outside the Platform, will not perform any sales transactions. You will not contact the Buyers under any circumstances without the knowledge of LAliExpress CIS. To the extent that the Buyers contact directly through your shopping channels, it is an exception to this article.

 

8.27. In the event that the Seller is suspended, removed from the membership or blacklisted from the LAliExpress CIS Platforms, the Seller cannot become a member of the Platform with another username. In case the Seller becomes a member of the Platform in violation of the provision of this article and the situation is determined, the Seller will be removed from the membership again.

 

8.28. The Seller is obliged to issue an invoice or retail sales receipt for the product and services sold or provided pursuant to applicable tax legislation. The Seller agrees, declares and undertakes to deliver the goods and/or services sent to the Buyer with issuing an invoice, if required by applicable law, and to fully fulfil its obligations arising from other legislation, especially the applicable consumer protection laws and also to pay the damages and expenses (all kind of expenses, including but not limited to court costs, fines, taxes, duties, fees) incurred by LAliExpress CIS due to failure to fulfil these obligations duly, in cash and in full.

 

8.29. Secondary changes such as the details of the Services to be offered from the Platform and the campaigns implemented by LAliExpress CIS, the display times of the products and the technical specifications could be changed by LAliExpress CIS at any time. The Seller agrees, declares and undertakes to cover the cost of the applications such as discounts, campaigns or gift certificates offered to the Buyers on the Platform, if agreed by the     Parties. The Seller agrees, declares and undertakes that LAliExpress CIS could organize campaigns at any time without the Seller’s approval, provided that LAliExpress CIS bears the cost.

 

8.30. The Seller will not be able to make any advertising and/or marketing activities to the Buyers (except that the product is sent in boxes belonging the Sellers) and will not send any promotional material, sample product etc. to the Buyers along with product and/or service without the prior written consent of LAliExpress CIS. Both during the validity period of the Agreement and after the expiry of the Agreement, the Seller agrees, declares and undertakes that it will not make any statements, actions and discourse that disparage, target or damage the commercial reputation of LAliExpress CIS and brands belonging to LAliExpress CIS and will comply with the principles of good faith and honesty while exercising its rights and fulfilling its obligations in this Agreement and will not engage in acts that will constitute unfair competition indefinitely. If the Seller fails to comply with this clause, without prejudice to any of LAliExpress CIS’s other rights and remedies, the Seller agrees, declares and undertakes to pay to LAliExpress CIS an amount of 1500 USD  or its equivalent amount in Russian rubles or other currency of a country in the Territory at the current exchange rate of the original currency applied by the payment services providers of LAliExpress CIS against the US dollar. The parties confirm that the payment of such sum is reasonable and proportionate to protect LAliExpress CIS’s legitimate interest in performance under this Agreement.

 

8.31. If it is determined by LAliExpress CIS that the Seller offers non-original products for sale on the Platform, without prejudice to any of LAliExpress CIS’s other rights and remedies, the Seller agrees, declares and undertakes to pay to LAliExpress CIS an amount of 1500 USD  or its equivalent amount in Russian rubles or other currency of a country in the Territory at the current exchange rate of the original currency applied by the payment services providers of LAliExpress CIS against the US dollar. The parties confirm that the payment of such sum is reasonable and proportionate to protect LAliExpress CIS’s legitimate interest in performance under this Agreement.

 In addition to the requirement above, the Seller shall compensate LAliExpress CIS for all damages incurred by LAliExpress CIS in this context, and LAliExpress CIS reserves the right to terminate this Agreement unilaterally immediately.

 

8.32. The Seller hereby consents, without any additional fee to this Agreement, to allow LAliExpress CIS to use all trademarks offered for sale by the Seller on the Platform and/or owned and/or claimed by the Seller in any marketing and sales activities, without any restrictions on media, print, and/or copy numbers and duration, and acknowledges, declares and undertakes that the use of these trademarks by LAliExpress CIS does not violate the rights of the trademark owner, including the applicable law.

 

8.33. Without limiting the legal provisions, the Seller accepts, declares, and agrees to accept the return of any products purchased by the Buyer from the Platform within 14 (fourteen) days without giving a reason.

 

8.34. In case the Seller fails to fulfil any obligation under this Agreement and/or its annexes, LAliExpress CIS has the right to demand compensation for any damages suffered, including the liquidated damages. LAliExpress CIS may offset these amounts from any receivables of the Seller.

 

8.35. The Seller assures LAliExpress CIS that with respect to any goods of the Seller that are subject to confirmation of compliance with the requirements of technical regulation of the Russian Federation and the Union (Customs Union), the Seller will ensure the following:

a) goods will be imported to individuals subject to application of a notification or any other applicable procedure in terms of compliance with the requirements of technical regulations of the Russian Federation and the Union (Customs Union), 

b) safety declaration means a document by which a Seller declares the compliance of goods with the requirements of technical regulations of the Union (Customs Union), 

c) in terms of notification the Seller shall place safety declaration on the Platform subject to the terms and conditions of the Platform and regulations of the Union (Customs Union), 

d) the Seller will draw up and provide safety declaration in electronic format in the manner (including language) set in applicable regulations of the Union (Customs Union), based on evidentiary materials, which shall contain information on all indicators (characteristics) certifying the compliance of goods specified in the safety declaration with the requirements of technical regulations of the Union (Customs Union), 

e) at the request of LAliExpress CIS (or authorised e-commerce operator) the Seller will promptly provide the evidentiary materials include, among other things, the results of tests completed, research (test) and measurement protocols, copies of documents on the assessment of compliance of goods with the requirements of the technical regulation(s) of the Union (Customs Union), etc. 

f) for every good to which such requirements are applicable a safety declaration will be placed by the Seller on the Platform in the section containing the characteristics of goods. The Seller also assures LAliExpress CIS that the sale and any introduction into circulation of goods meet applicable mandatory requirements (including the labelling and other requirements) and the Seller is fully responsible for the accuracy of the information and documents provided.

 

Clause 9. Settlements

 

9.1. The amount to be charged by LAliExpress CIS to the Seller will be a percentage over the value of each transaction performed by the Seller throughout the Platform as indicated in this Agreement and/or other User Agreements (if applicable). The Seller shall pay for the Services and agency services provided to it by LAliExpress CIS a service fee in the amounts specified in Schedule 1 hereto as these may be changed from time to time at the sole discretion of LAliExpress CIS. The service fee is inclusive of VAT unless specified otherwise in Schedule 1 hereto. LAliExpress CIS shall notify the Seller of any changes to the service fee no later than one week before LAliExpress CIS changes the rates of the service fee.

LAliExpress CIS shall display the money payable to the Seller in Seller account when the Buyer confirms receipt of the goods from Seller. However, the payment withdrawal is available after the delivery of goods and expiration of the return period as provided in Seller Portal, providing that this term may be changed from time to time upon sole discretion by LAliExpress CIS. The service fee shall be deducted by LAliExpress CIS from the sales proceeds payable by the Buyers to the Seller through LAliExpress CIS. The Seller hereby consents to such deduction and instructs LAliExpress CIS to make such deductions for the account of the service fee payable to LAliExpress CIS.

The Parties have agreed that LAliExpress CIS shall also be entitled to deduct from the proceeds received in favour of the Seller from Buyers under transactions entered into by the Seller with Buyers on the Platform any fines, losses, costs, expenses, losses incurred by LAliExpress CIS and/or its Affiliates in connection with the Seller's breach of the terms of this Agreement, the Platform User Agreements or additional agreements to the Agreement, or arising on other grounds provided by this Agreement, the Platform User Agreements or additional agreements to the Agreement, as well as the amounts transferred by LAliExpress CIS to the Buyers under the terms of this Agreement, the Platform User Agreements, and additional agreements to the Agreement including returns, compensations in connection with chargebacks.

If the Seller's proceeds received by LAliExpress CIS or its Affiliate or subcontractor are insufficient to deduct any amounts due to LAliExpress CIS under the terms of the Agreement, LAliExpress CIS may at its sole discretion:

a) Withhold the amount owed by the Seller upon receipt of the proceeds from the Platform in respect of subsequent orders of goods from the Seller, including in the following accounting periods;

b) Suspend the ability to transfer the proceeds from the Platform to the Seller or as instructed by the Seller, until the Seller has settled the debt. Suspension of the ability to transfer funds to the Seller in accordance with this clause shall not release the Seller from the obligation to pay LAliExpress CIS for the Services under the Agreement;

c) Issue an invoice to the Seller for payment of the amount owed by the Seller. In this case, the Seller shall transfer the amount of such debt to LAliExpress CIS' current account within 5 (five) banking days from the date of LAliExpress CIS' invoice for payment of the amount of the said debt.

If the sales proceeds payable by the Buyers to the Seller through the Platform also include amounts designated to LAliExpress CIS for its account (e.g. cost of additional services offered to Buyers by LAliExpress CIS directly), LAliExpress CIS will also deduct these amounts from the sales proceeds, and provide the possibility of transferring remaining part of these proceeds (net of service fee and additional service fee as well as any other amounts due to LAliExpress CIS or deducted by LAliExpress CIS under the terms of the Agreement) as instructed by the Seller.

 

9.2. To the extent required under applicable law, the Seller hereby grants to LAliExpress CIS its irrevocable preliminary consent (advance acceptance) for debiting the amounts of the service fee, the agency fee and costs and expenses under this Agreement as well as deduction of any other amounts due to and/or deducted by LAliExpress CIS under this Agreement and the Platform User Agreements, from the relevant bank accounts of LAliExpress CIS, its Affiliates or subcontractors designated for the purposes of the Seller's transactions on the Marketplace.

 

9.3. LAliExpress CIS will prepare and make available to the Seller the reports on the transactions made in the Seller store on the Platform and charged service fees in real time. LAliExpress CIS shall provide the Seller an opportunity to download such reports from the Platform. The real time reports are pre-final and are subject to correction in connection with product returns, disputes, etc. The final report for the previous month is available for the Seller not later than by 20th day of the next month.

 

9.4. In order to increase the Parties' customer base and the number of orders, the Parties have agreed that LAliExpress CIS has the right, during the term of the Agreement, to carry out marketing promotions/programs to provide discounts to the Buyers on the Seller's goods at LAliExpress CIS` own expense without written approval from the Seller.

 

The terms and conditions of such promotions (including but not limited to: the timing of the promotion, the amount of discount, its territorial coverage, the requirements for the value of the order, subject to which the Buyer shall be entitled to a discount) shall be determined by LAliExpress CIS in accordance with internal policies of LAliExpress CIS.

 

9.5. The discount provided by LAliExpress CIS to the Buyer shall be applied when the Buyer places an order on the Platform, either with or without the Buyer entering the relevant promo code and/or coupon (depending on the conditions of the marketing campaigns/discount programs). Upon payment for the order, the Buyer will be debited with the amount less the discount provided, including the promotional code and/or coupon. 

 

Once the order has been fulfilled, the amount of the discount, including the value of the promo code and/or coupon, is displayed in the Seller's personal account, and the full value of the order becomes available for withdrawal under the Seller's instructions in accordance with paragraph 2 of Clause 9.1 of the Agreement. The commission of the Platform for the order shall be deducted from the full value of the order. Otherwise, the settlement procedure of the Parties shall not be subject to change.

 

9.6. In the event of a refund to the Buyer of the value of an order paid with a discount, including with a promo code and/or a coupon on any basis, the Buyer shall be refunded only that part of the order value which he paid with his own funds. In this case, as well as, inter alia, in case of cancellation of the order in whole or in part, detection of fraudulent actions of the Seller and/or employees of the Seller and/or Buyers aimed at obtaining illegal benefits by the mentioned persons within the framework of participation in LAliExpress CIS marketing campaigns/discount programs, LAliExpress CIS is entitled to unilaterally, without prior notice to the Seller deduct the amount of provided discount, including promocode and/or coupon from proceeds of the Seller received from sales of goods. At its discretion (instead of withholding the relevant amounts) LAliExpress CIS also has the right to invoice the Seller for the amounts specified in this clause, which must be paid by the Seller within five (5) business days from the date of the invoice to the Seller. In the event of non-payment of the invoice within the specified period, LAliExpress CIS shall be entitled to unilaterally suspend the performance of its obligations under the Agreement (including the application of the Measures for the Management of the Platform) without prior notice to the Seller and without reimbursing any damages to the Seller until the relevant debt has been paid by the Seller.

 

9.7. You acknowledge and agree that you are solely responsible for any tax or tax obligations under any jurisdiction involved in your online transactions, including but not limited to reporting, collecting and paying any applicable taxes, etc. The prices set for the products on the Platform already include any applicable taxes. In order to facilitate you to set the corresponding taxes, LAliExpress CIS will provide automatic tax calculation tools in some countries and regions, and calculate the applicable value-added tax/goods and service tax/sales tax based on the information you provide. At the same time, according to relevant laws and regulations, we are responsible for withholding taxes related to your online transactions. We will automatically calculate, collect and pay the corresponding taxes for you based on the information you provide. You need to ensure that you provide LAliExpress CIS with information related to tax calculation, tax collection and payment in a timely, accurate and complete manner, otherwise LAliExpress CIS reserves the right to claim any loss from you. For specific countries and regions, please refer to the Platform User Agreements and related announcements.

 

Clause 10. Authority for the Protection of Personal Data and Data Use 

 

10.1. Unless otherwise stated under the applicable personal data protection law, any kind of data related to an identified or identifiable natural person is defined as “Personal Data”. The Parties are obliged to comply with all applicable international conventions, relevant laws and regulations, decisions of the Personal Data Protection Authority, guidelines of the Personal Data Protection Authority, other regulatory and supervisory authorities, court and other official authority decisions / instructions in the field of personal data protection that may come into force in the future while fulfilling their obligations under the personal data processing process. The Seller agrees, declares and undertakes that he/she will answer the questions from LAliExpress CIS in writing as soon as possible regarding the performance of the Agreement and/or Platform User Agreements, provide LAliExpress CIS with all the necessary information, documents and support without requesting an additional fee; that the Seller will cooperate effectively.

 

10.2. For the purpose of fulfilment of the hereof Agreement You hereby authorise LAliExpress CIS to use and communicate the public information that is part of your data (e.g. information about your state registration number, company name, address or other information as may be required by applicable laws).

 

10.3. In case of personal data sharing within the scope of commercial relationship between the Parties, the Parties will keep the shared personal data for the periods required by the processing and commercial business purpose or stipulated by the relevant legislation. When these periods have elapsed, the data processor Party will transfer all personal data processed on behalf of the other Party, delete the original and backup data from its systems and submit it with an audit report.

 

10.4. The Parties agree, declare and undertake that all actions /transactions related to the processing of personal data that they may perform on behalf of the other Party in the capacity of data processor will always comply with the Personal Data Protection Law and other relevant legislation and regulations in force, as well as any regulations in the field of personal data protection that may come into force in the future, as well as changes to be made in them.

 

10.5. In addition to the obligation to act in accordance with the legislation, the Parties may process all kinds of personal data for the purpose of fulfilment of this Agreement in any way, including obtaining, saving, storing, returning and deleting-destroying on behalf of the other Party: 

a) To inform /enlighten the Relevant Person (“the real person whose personal data is processed”) (the rights that the Relevant Person has within the scope of the legislation, for what purposes the personal data can be processed, stored, deleted, etc. including, but not limited to, matters) and to obtain the express consent of,

b) To keep all personal data confidential for the duration of this Agreement and indefinitely from the end of the Agreement; to use the processed personal data only for the purpose of fulfilling this Agreement, not to use it for other purposes and, except in cases provided for in the relevant legislation, to keep the personal data confidential in any way, including public institutions and organizations, without the prior written consent of the other Party, not to disclose or transfer to persons, not to reproduce and not to copy,

c) Not to process personal data for a longer period of time than is necessary for the realization of the purpose of obtaining, and to delete and/or destroy personal data immediately if necessary,

d) To act in accordance with all instructions of the other Party in the field of processing and/or transfer of all kinds of personal data,

e) Without prejudice to the other obligations contained in this Agreement and its annexes, the Parties agree to take appropriate and adequate technical and organizational security measures to protect personal data, especially in cases where data transfer is required via a network/infrastructure, against accidental or unlawful destruction or accidental loss, damage, modification, unauthorized disclosure or unauthorized access and all other types of illegal transactions, as well as to ensure its preservation, and to keep these measures up to date, as well as to fully and completely comply with all other necessary security measures that may be requested by the other Party, they declare and commit.

 

10.6. The Seller shall be liable for all kinds of damages, lawsuits, claims, expenses or prosecutions arising from the violation of the listed obligations. In case of violation, the Seller shall pay all the damages of LAliExpress CIS.

 

Clause 11. Liability for infringement

 

11.1. Indemnification:

a) Where LAliExpress CIS and/or its Affiliates incurs losses, receives claims from users or third parties, or is subject to sanctions imposed by any public administration, jurisdictional bodies, or arbitration courts, as a result of the breach by the Seller of applicable laws and regulations, court or administrative ruling, of the Platform User Agreements and/or connected with the Seller's actions that relate to performance of this Agreement, You shall indemnify, keep indemnified and compensate LAliExpress CIS and its Affiliates for all the losses incurred, including, but without limitation: compensation for breach paid by LAliExpress CIS or any other compensation paid to third parties in any type of ruling; the amounts LAliExpress CIS would have paid to Buyers due to return or withdrawal, breach of contract, or compensation; sanctions imposed to LAliExpress CIS; the legal fees and expenses incurred by LAliExpress CIS when required to remove negative consequences, etc. The amount of reimbursement shall be calculated on the basis of the actually incurred losses by LAliExpress CIS.

 

11.2. Should the Seller have any unpaid amount due and payable to LAliExpress CIS, unless otherwise agreed, it shall pay to LAliExpress CIS a daily amount of liquidated damages for breach equal to 0.1% of the unpaid amount.

 

11.3. Should LAliExpress CIS cause significant damage to the Seller due to wilful intent or gross negligence, LAliExpress CIS shall compensate the Seller pursuant to Clause 14 of this Agreement. The contractual breach or compensation which LAliExpress CIS must pay to the Seller shall be calculated on the basis of the direct and effective damages suffered by the Seller and supported by relevant evidence.

 

11.4. The Seller shall warrant and guarantee that all advertising materials provided by \ created by \ transmitted by the Seller, as well as their parts and\ or elements, do not infringe any legal rights of third parties, including, but not limited to, copyright and related rights, patent rights, trademark rights, service marks, as well as advertising laws, information protection laws, consumer protection laws or any other legal requirements imposed on such materials or information in such material without limitation, including the requirements to the promotion of goods and services. 

 

11.5. Should any third party claims against LAliExpress CIS for breach of their rights, or any state or judicial authority\ arbitral (arbitration) court claims due to the Seller's breach of applicable laws and regulations, judicial or administrative rulings, Platform User Agreements and\ or in connection with the Seller's actions relating to the performance under this Agreement, including, but not limited to, the services on promotion of the Seller’s products by attraction of additional traffic on the basis of affiliate programs of LAliExpress CIS or other entities of LAliExpress group or by any other means, the Seller undertakes to settle such claims on its own and \ or at its own expense and to indemnify LAliExpress CIS in full, including sanctions imposed on LAliExpress CIS by such authorities, courts and third parties.

 

11.6. If LAliExpress CIS is held liable by any state or judicial authorities / arbitral (arbitration) courts for advertising or promotion of the Seller's goods subject to mandatory certification or other mandatory confirmation of compliance with the requirements of technical regulations, in the absence of such certification or confirmation of such compliance, the Seller shall indemnify LAliExpress CIS in full, including any sanctions imposed on LAliExpress CIS by such authorities.

 

11.7. LAliExpress CIS shall be entitled to deduct any losses, damages, fines and penalties imposed on LAliExpress CIS and/or any of its Affiliates; legal costs and expenses incurred by LAliExpress CIS and/or any of its Affiliates; and other liability measures imposed on LAliExpress CIS and/or any of its Affiliates from proceeds received by the Seller from the Buyers on transactions concluded between the Seller with the Buyers on the Platform.

 

11.8. LAliExpress CIS shall not be liable for late transfer of the Seller's proceeds in case of refusal of LAliExpress CIS's bank or payment system to transfer funds as instructed by the Seller if such refusal is based on the grounds stipulated by the applicable law.

 

11.9. If You have been deregistered by LAliExpress CIS due to a distribution of products that breaches intellectual or industrial property rights, or because You provided LAliExpress CIS or its users with false, falsified, obsolete, or invalid data, this shall be regarded as a serious breach of this Agreement, and LAliExpress CIS shall be entitled to deduct the entire amount of Your deposit, without prejudice to the other measures provided in this Agreement.

 

Clause 12. Confidentiality

 

12.1. All kind of financial statements reports, financial and legal information, trademark, membership information, any information that is subject to trade secret or other legal protection or not, all written and/or verbal, commercial, financial, technical information and data of the  Parties that then  Parties and their employees will learn during the commercial relationship are considered “Confidential Information”. Information that is within the knowledge of the general public through legal and legitimate means without violating this Agreement and that the  Parties expressly and in writing stated that it is not confidential will not be considered as Confidential Information. The Parties could disclose this information in accordance with a law or other regulation in force or a court order or administrative order. In this case, the Seller will inform LAliExpress CIS immediately and either way within 2 (two) business days. The Parties undertake to protect all kinds of information and data that can be evaluated within the scope of this article, not to share them directly or indirectly with third parties under any circumstances and not to use them for purposes other than commercial relations.

The Parties are also obligated to warn their employees and consultants about the confidentiality of the information, in case of necessity and due to the nature of the business, if they give this information to their employees and consultants. Otherwise, the Parties irrevocably accept and undertake in advance that they will be directly responsible if their employees and consultants act in breach of their obligations hereunder. This clause will continue to be valid between the Parties even after the term of the Agreement has expired.

 

Clause 13. Prevention of bribery

 

13.1. Should the Seller, its employees, managers, shareholders, legal representatives, or any person exercising effective control over the Seller, or its related companies, be found to have offered LAliExpress CIS, companies related to LAliExpress CIS or its employees or advisors any benefit that exceeds the ordinary, be it in kind, cash, goods, or rights similar to cash, services, travel, etc., the Seller shall be regarded as having engaged in bribery and may be subject to liability pursuant to applicable laws.

In the event of the above situations, without prejudice to any of LAliExpress CIS’s other rights and remedies, LAliExpress CIS has the right to terminate any relationship (this contractual relationship and the other relationship) with the Seller,  and the Seller accepts, declares and undertakes to pay to LAliExpress CIS an amount of 15 000 USD  or its equivalent amount in Russian rubles or other currency of a country in the Territory at the current exchange rate of the original currency applied by the payment services providers of LAliExpress CIS against the US dollar. The Parties confirm that the payment of such sum is reasonable and proportionate to protect LAliExpress CIS’s legitimate interest in performance under this Agreement.

LAliExpress CIS has the right to demand additional compensation for financial and image/reputational damage caused by bribery.

 

Clause 14. Exemption and limitation of liability

 

14.1. You hereby acknowledge and agree that the Services are provided "as is", with no guarantee or condition of any kind, be it explicit or implicit. LAliExpress CIS expressly declares that, due to the potential existence of such circumstances as viruses, disruptions in the network connection, system maintenance, etc., as well as any potential force majeure, it does not grant any guarantee regarding the Services, explicitly or tacitly. In particular, it does not guarantee, among other aspects, the applicability, absence of errors or failures, continuity, accuracy, or reliability of the Services, or that they are suitable for a specific purpose.

 

14.2. LAliExpress CIS shall not be liable for any damages or losses caused by the following circumstances, including, among others, loss of income, lost profit, goodwill, damages derived from use, data loss, and other intangible damages or losses (regardless of whether LAliExpress CIS has been notified of the potential existence of said damages).

 

14.3. LAliExpress CIS shall not be liable for any delays or non-performance (improper performance) of this Agreement, any losses, costs or damages caused by technical delay in synchronization of information about the Seller's goods (including information about their price, description of goods, terms and conditions of sale, stock of goods, promotional and informational materials, including but not limited to incentive activities, promotions in respect of the Seller's goods, images of the Seller's goods and any other information about the Seller’s goods) with the information placed on the Platform.

 

14.4. In the event of disputes between the Buyer and the Seller, the Seller should handle them in accordance with the relevant provisions of applicable law. At the same time, without prejudice to the effectiveness of the applicable law, in order to improve the user experience, LAliExpress CIS provides the Sellers with agency services under specific buyer-seller disputes under LAliExpress Platform Dispute Resolution Policy, which means that in the interests of Seller and the Platform the Seller shall compensate the Buyer for disputes raised by the Buyer through the Platform in certain cases in accordance with LAliExpress Platform Dispute Resolution Policy. The Seller agrees that the agency service is purely beneficial, and LAliExpress CIS has absolute autonomy to decide whether, when and in what way to perform it to the Seller, and has the right to revise the relevant from time to time by publication of the new version. In order to avoid ambiguity, LAliExpress Platform Dispute Resolution Policy does not exempt the Seller from fulfilling any obligations stipulated in this Agreement and applicable law, including but not limited to intellectual property rights, product compliance, after-sales guarantee, consumer protection and other obligations.

You hereby acknowledge that LAliExpress CIS and its related companies are not judicial bodies and are not responsible for verifying your compliance or non-infringement with/of the applicable laws and regulations and other third-party rights. Thus, when it comes to verifying and checking the documents and materials provided by You and the Buyers, it can only do so at an ordinary, non-professional level of knowledge, in a merely superficial manner. You hereby guarantee that the documents and materials which You provide are authentic, correct, updated, and legal, and assume any risks from the falsity, unlawfulness, and inaccuracy of the information or data provided by You or the Buyer. Should You suffer any damages due to the above, You agree that You shall file a claim directly against the infringing party. Should LAliExpress CIS and its related companies mediate in the dispute, You hereby acknowledge and agree that LAliExpress CIS shall only act on your instructions. LAliExpress CIS and its related companies cannot guarantee that the result of the mediation will meet your expectations, and shall not be held liable for the outcome of the mediation or, if applicable, for payment of any security.

You hereby acknowledge and agree that the maximum total liability of LAliExpress CIS and its related companies regarding and in relation to this Agreement and arising from its conclusion, performance, termination, invalidity and/or enforcement shall be 1500 USD or its equivalent amount in Russian rubles or other currency of a country in the Territory at the current exchange rate of the original currency applied by the payment services providers of LAliExpress CIS against the US dollar. To this end, whether a breach of contract or civil liability has occurred, whether wilful intent was involved, or whether You have paid LAliExpress CIS for any expenses shall be irrelevant.

 

14.5. In the event force majeure which including, but not limited to events that occur beyond the reasonable control of the  Parties and despite due efforts, cannot be averted or avoided like changes in the import regime, natural disasters, war, acts of terrorism, governmental sanctions, blockade, embargo, epidemics, declaration of mobilization, strikes, lockouts, disruptive or completely stopping decisions on production; decisions to be taken that are disruptive or completely stopping in production, sales, shipment; difficulties in procurement of spare parts, raw materials; communication problems, infrastructure and internet failures, improvements or renovations to the system and any issues that may occur as a result of this, power outage, bad weather conditions etc., LAliExpress CIS cannot be held liable for failing to fulfil or perform its commitments on schedule.

 

 

14.6 Nothing in this Agreement shall be construed as attempting to limit or exclude the liability of any Party in respect of (a) personal injury to, or the death of, any person caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability which cannot be excluded or limited under applicable laws.

 

Clause 15. Termination of the Agreement

 

15.1. Automatic termination:

a) Without prejudice of what is provided in Clause 3.6, this Agreement shall terminate at the end of its term, unless prolonged according to this Agreement.

b) When the Platform User Agreements, such as, and without limitation, the "Free Membership Agreement", and the "Transaction Services Agreement", or the other agreements signed by You terminate for any reason, this Agreement shall be automatically terminated.

c) When the Seller loses its legal entity status (ceases to be a registered and existing legal entity) (except for the cases when the Seller goes into the company reorganization process and this Agreement is transferred by law to the successor legal entity).

 

15.2. Early termination:

a) Unless otherwise agreed, either Party may terminate this Agreement by notifying the other Party in writing thirty (30) calendar days in advance, without obligation to pay termination fees. If the Seller notifies in writing thirty (30) calendar days in advance about the termination of this Agreement, then the Seller shall immediately enter the Deregistration Process.

b) Any Seller commercialising products with third party (not its own) trademarks shall comply with the applicable law and may only terminate this Agreement after confirming that the following conditions are met on the Platform:

- There are no pending transactions involving products with third party trademarks in their area;

- There are no "Product Warranty Services" pending resolution for the products with third party trademarks in their area;

- There are no pending claims regarding the products with third party trademarks in their area, and all compensations have been paid and settled.

 

c) In any of the following cases, LAliExpress CIS is entitled to immediately terminate the provision of the Category Services and/or this Agreement, with no liability and compensation:

Failure to pay by the seller on the due date, 

- You have not paid by the deadline set, and You have not made said payment by the deadline established by LAliExpress CIS after a claim was filed;

- You have provided false, inaccurate, unlawful, obsolete, or invalid information or documents, or the Seller cannot prove the veracity, correctness, lawfulness, updated nature, or validity of its information or documents;

- You have breached the laws, regulations, and policies of the relevant country (including the applicable Eurasian Economic Union / Customs Union, federal, regional, and local regulations), and in particular, but without limitation, You have breached the applicable customs, taxation, consumer rights protection, data protection, and any other applicable regulations;

- You have breached any representation or warranty, or You have breached the provisions in this Agreement;

- You have breached the Platform User Agreements or related regulations, LAliExpress CIS has proceeded to deregister You, or has terminated the Platform User Agreements signed with You;

- You have breached any agreement with companies related to LAliExpress CIS;

- You have committed other actions that seriously damage the interests or commercial reputation of LAliExpress CIS, or the interests of the Platform users or any third party;

 

d) If the Seller has not logged into LAliExpress using the username and password of the LAliExpress account for more than ninety (90) days, LAliExpress CIS is entitled to terminate this Agreement.

e) Termination of the instructions of the Seller under Clause 1.3 shall result in the automatic termination of the Agreement.

f) The occurrence of or compliance with any other condition for termination stipulated in this Agreement, leading to the termination of this Agreement.

 

15.3. Actions after the termination of the Agreement:

a) Once this Agreement has terminated, LAliExpress CIS does not have the obligation under this Agreement to keep/store any data or information pertaining to Category Services in the Seller's account, or forward/disclose any information to third parties, and shall not be liable towards the Seller or third parties due to the termination of this Agreement;

b) You hereby undertake to continue to comply, regarding the transactions conducted on the Platform, with all applicable laws to said transactions, in particular, without limitation, the applicable laws to sale to consumers, such as guarantees, post-sale services, data protection, and any other applicable regulations;

c) Regardless of the grounds for termination of this Agreement, any compensation or liability for actions prior to its termination shall be borne in its entirety by the Seller;

d) LAliExpress CIS has the right to remove any information uploaded by the Seller about the products under each Category and any other related information, when the Seller leaves said Category or due to the termination of this Agreement;

e) If the Seller has entered into a transaction with the Buyer in respect of any goods, LAliExpress CIS shall be entitled at its discretion not to provide the Services provided for in the Agreement in respect of the particular transaction between the Seller and the Buyer, if this Agreement has been terminated before the transaction between the Seller and the Buyer has been fully executed. LAliExpress CIS has the right to notify the Buyer of the termination of this Agreement. In such case the Seller shall independently perform the accepted obligations to the Buyer after the termination of this Agreement outside of the Platform.

 

15.4. Actions prior to the termination of the Agreement:

a) Completing the Deregistration Process: when the Seller requests the termination of, or LAliExpress CIS takes the decision to terminate, the provision of the Category Services and/or this Agreement, the Deregistration Process shall start, and the Seller shall:

- Process and complete all ongoing transactions;

- Process and complete all transactional disputes, controversies over the infringement of rights, or any other infringement or breach;

- Comply with any sanction received, pay any fine imposed;

- Ensure that there are no other breaches of the Agreement or pending and enforceable obligations under Platform User Agreements.

 

b) Once the Deregistration Process has started, LAliExpress CIS shall be entitled to suspend or terminate, totally or partially, the provision of the Category Services.

c) When the Seller has completed the Deregistration Process for each Category, should any payment have to be reimbursed, it shall be paid within thirty (30) business days from the Seller's exit from each Category. In the event of termination of this Agreement, the reimbursement shall be made within thirty (30) business days from its termination.

 

Clause 16. Notices

 

16.1. Once You have been included in a Category and have accepted the Platform services, You must ensure the validity of the contact data provided in the Seller profile (including your email address, telephone number, postal address, etc.). If your contact data change, You have the obligation to immediately provide the relevant data in English and in the local language of the country/countries to which you mainly sell through the Platform, so that We and/or Buyers can contact You.

16.2. The user account (including subaccounts) generated when You create your login into the Platform to access the Platform and receive website messages and information from the system and via any discussion forum provided by LAliExpress CIS and/or its Affiliates shall be valid media for communication.

16.3. LAliExpress CIS may send you messages using one or several of the media specified in clauses 16.4 and 16.2., so you must be up to date with them.

16.4. Communications sent by LAliExpress CIS: 

(i) if made in writing by electronic media, including, but without limitation, public communications on the Platform, the text messages sent to the telephone number provided by You, the emails sent to the email address provided by You, the system messages and the internal website messages shall be regarded as validly delivered when they are successfully sent; 

(ii) if made in writing in print, they shall also be regarded as validly delivered as of the fifth calendar day from the day the sending was done to the provided postal address.

 

16.5. Regarding any dispute arising from the transactional activities on the Platform, You authorise the delivery of legal documents (including, without limitation, claims) from the judiciary authorities, arbitration courts, or administrative authorities through the media specified in clause 16.4 above or by any other media or by post. The mobile telephone number, the email address and other channels for communication specified by You are the mobile telephone number, the email address and other channels for communication provided during the registration and updating of your Platform account. The legal documents sent by the judiciary, arbitration, or administrative authorities through the media above shall be regarded as delivered as stipulated in the previous clause. The postal address specified by You is your legal address for contact or the postal address that is valid for communications with which You have provided Us.

16.6. You accept that the judiciary, arbitration, or administrative authorities may send you legal documents through one or more of the aforementioned mediums. When made through several media, the time of delivery shall be that of the medium which is first received.

16.7. You accept that the aforementioned media for delivery shall apply to all the stages of the relevant judiciary, arbitration, or administrative procedures, and that, should said proceedings be initiated, they shall apply, including, without limitation, to the first and later instances, as well as to enforcement or follow-up proceedings.

16.8. You must ensure that the channels for communications provided are correct, valid, and duly updated. Should the delivery of any legal documents be delayed or prevented due to the inaccuracy of the channels for communication or the failure to update them after changes, You shall be responsible for any legal consequences that might arise.

 

Clause 17. Assignment of rights and obligations

 

17.1. The rights and authorisations of LAliExpress CIS under this Agreement may be totally or partially outsourced, assigned, transferred, licensed, delegated, or sublicensed to related companies or to any third party with no need for prior authorisation from You. LAliExpress CIS is entitled to engage third parties for performance of its obligations under the Agreement. You also hereby grant your consent to the transfer of any LAliExpress CIS’ rights and obligations to any its Affiliated person subject to notifying You that such transfer has occurred. You may not transfer the rights and obligations arising from this Agreement to any third party without prior approval/authorisation in writing from LAliExpress CIS. In case of violation of this prohibition, the Seller shall reimburse all the damages (real damage and loss of profit) related to such violation.

 

Clause 18. Miscellaneous

 

18.1. Regarding those material matters that are not agreed in or not affected by this Agreement, the LAliExpress Rules for the Platform Sellers, the Platform User Agreements or any other applicable rules of the Platform shall apply.

 

18.2. If any article or paragraph of this Agreement is invalid, unlawful or unenforceable, the Parties will make the necessary efforts to amend this article or paragraph and make it valid and legally enforceable. If such an effort does not yield results, the said provision or paragraph shall be deemed to have been removed from the Contract. Any amendment or removal process to be made in accordance with this article will not affect the validity of the remaining provisions of the Agreement.

In the event that any provision becomes invalid, unlawful or unenforceable in whole or in part, the Parties shall negotiate in good faith to amend the article in accordance with the law and to make it enforceable and to reflect the commercial purpose involved in the regulation of the main provision.

If at any time a part of this Agreement becomes invalid or deemed to have become invalid or otherwise unenforceable in accordance with the relevant legislation, the relevant part will be deemed to have been removed from this Agreement, and the validity and/or applicability of the remaining provisions will not be affected or impaired in any way as a result of this removal.

Failure of the parties to exercise or delay in using any of their rights or solutions arising from this Agreement or the law does not mean that this right or solution is permanently waived, nor does it mean that this or any other right or solution will not be used in the future.

 

18.3. This Agreement (including its validity, interpretation, modification, execution, and settlement of conflicts) shall be governed by laws of the Special Administrative Region of Hong Kong of the People's Republic of China (“Hong Kong”) without regard to its conflict of law provisions.

Any dispute, controversy or claim between the Parties, or those arising out of or relating to this Agreement, or the interpretation, breach, termination or validity hereof, or any dispute regarding non-contractual obligations arising out of or relating to this Agreement shall first be subject to resolution through amicable consultation between the Parties; such consultation shall begin within seven (7) days after one Party hereto has delivered to the other Party a written request for such consultation; except as otherwise stipulated under applicable law, if, within thirty (30) days following the commencement of such consultation, the dispute cannot be resolved, at any time following such thirty (30) day period upon the request of any Party with notice to the other Party, the dispute shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted. If any dispute is submitted to the HKIAC for arbitration, the arbitration panel shall consist of one single arbitrator. Unless the Parties agree otherwise, the arbitration shall be conducted in English and be in Hong Kong. The award of the HKIAC arbitration tribunal shall be final and binding upon all relevant parties, and the arbitration expenses shall be borne by the losing party unless otherwise determined in the award. Any party to the dispute may apply to a court of competent jurisdiction for enforcement of such award.

Notwithstanding the above, nothing contained in this clause shall prevent a party from seeking (including obtaining or implementing) interlocutory or other interim relief, including in the courts of any other competent jurisdiction

The Seller agrees that in disputes that may arise from this Agreement, the official books and commercial records of LAliExpress CIS, as well as the electronic information and computer records that it keeps in its database, servers, will constitute binding, definitive and exclusive evidence. The Seller accepts, declares and undertakes that it is in the nature of an evidentiary contract within the meaning of the article.

18.4. In case of conflict between the English version and the version in any other language of this Agreement, the English version shall prevail.

 

 

18.5. Pursuant to the Contracts (Rights of Third Parties) Ordinance, LAliExpress CIS and its Affiliates shall be entitled to the benefit of and to enforce the provisions of this Agreement. Except as provided hereunder, nothing in this Agreement shall confer any rights or other benefits on any third parties (whether under the Contracts (Rights of Third Parties) Ordinance or otherwise).

 

Clause 19. LAliExpress CIS Details

 

LAliExpress CIS

ALIEXPRESS CIS HOLDING PTE. LTD.

Registration number: 200720572D

Address: 51 Bras Basah Road, #01-21 Lazada One, Singapore 189554

 

WITHOUT LIMITING THE FOREGOING, THE SELLER HEREBY EXPRESSLY REPRESENTS TO KNOW, HAVE READ AND AGREE TO THE FOLLOWING CLAUSES OF THIS AGREEMENT AND ACCEPT THEM, IN ACCORDANCE WITH APPLICABLE LAW, WITHOUT ANY RESERVE AND/OR EXCEPTIONS: 

SECTION 3.4 (ALIEXPRESS CIS RIGHT TO AMEND THE RULES GOVERNING THE ALIEXPRESS PLATFORM);

SECTION 3.6 (LIMIT TO THE SELLER RELATING TO THE RIGHT TO TERMINATE THE AGREEMENT);

SECTION 4.3 (EARLY TERMINATION IN FAVOUR OF ALIEXPRESS);

SECTION 6.1 (ALIEXPRESS RIGHT TO MAKE ADJUSTMENTS AND CHANGES);

SECTION 6.2 (ALIEXPRESS RIGHT TO SUSPEND THE EXECUTION OF THE AGREEMENT);

SECTION 6.3 (ALIEXPRESS RIGHT TO AMEND THE JOINING RULES);

SECTION 6.8 (LIMITS TO THE LIABILITY OF ALIEXPRESS AND DEROGATION FROM THE NORMAL VENUE OR JURISDICTION OF THE COURTS);

SECTION 7.7 (LIMITS TO SELLER’S POWER TO RAISE DEFENCES);

SECTION 8.2 (LIMITS TO SELLER’S POWER TO RAISE DEFENCES);

SECTION 11.1 (LIMITS TO SELLER’S POWER TO RAISE DEFENCES);

SECTION 11.3 (LIMITS THE LIABILITY OF ALIEXPRESS);

SECTION 11.9 (LIMITS TO SELLER’S POWER TO RAISE DEFENCES);

SECTION 13.2 (LIMITS TO SELLER’S POWER TO RAISE DEFENCES);

SECTION 14 (ALIEXPRESS EXCLUSION AND LIMITATION OF LIABILITY);

SECTION 15.2 (ALIEXPRESS RIGHT TO EARLY TERMINATE THE AGREEMENT);

SECTION 15.3 (LIMITS TO THE LIABILITY OF ALIEXPRESS AND LIMITS TO SELLER’S POWER TO RAISE DEFENCES);

SECTION 15.4 (ALIEXPRESS RIGHT TO SUSPEND THE EXECUTION OF THE AGREEMENT);

SECTION 17 (LIMITS TO SELLER’S RIGHT TO RISE DEFENCES);

SECTION 18.3 (APPLICABLE LAW AND JURISDICTION). 

 

 

SCHEDULE 1

TO ALIEXPRESS SERVICE AGREEMENT FOR SELLERS FOR PLATFORM

 

 

Category (with Russian language version)

Commission rate

Automobiles, Parts & Accessories

10%

Автомобили и мотоциклы

 

 

Apparel Accessories

10%

Аксессуары одежды

 

 

Luggage & Bags

10%

Багаж и сумки

 

 

Security & Protection

10%

Безопасность и защита

 

 

Home Appliances

10%

Бытовая техника

 

 

Weddings & Events

10%

Всё для свадеб и торжеств

 

 

Home & Garden

10%

Дом и сад

 

 

Women's Clothing

10%

Женская одежда

 

 

Toys & Hobbies

10%

Игрушки и хобби

 

 

Tools

10%

Инструменты

 

 

Office & School Supplies

10%

Канцтовары для офиса и дома

 

 

Computer & Office

10%

Компьютеры и офис

 

 

Beauty & Health

10%

Красота и здоровье

 

 

Lights & Lighting

10%

Лампы и освещение

 

 

Mother & Kids

10%

Мать и ребенок

 

 

Furniture

10%

Мебель

 

 

Motorcycle Equipments & Parts

10%

Мотоциклы и оборудование

 

 

Men's Clothing

10%

Мужская одежда

 

 

Watches

10%

Наручные часы

 

 

Underwear

10%

Нижнее белье

 

 

Shoes

10%

Обувь

 

 

Food

10%

Продукты питания

 

 

Hair Extensions & Wigs

10%

Пряди для наращивания и парики

 

 

Home Improvement

10%

Ремонт и обустройство

 

 

Sports & Entertainment

10%

Спорт и развлечения

 

 

Sports Shoes,Clothing&Accessories

10%

Спортивная обувь, одежда и аксессуары

 

 

Phones & Telecommunications

10%

Телефоны и аксессуары

 

 

Jewellery & Accessories

10%

Украшения и аксессуары

 

 

Novelty & Special Use

 

Униформа и необычные костюмы

 

 

Consumer Electronics

10%

Электроника

 

 

Electronic Components & Supplies

10%

Электронные компоненты и принадлежности

 

The Service Fee is calculated at the rates specified above, as a commission (%) of the purchase price designated by the Seller and received in favour of the Seller from the Buyers through the Marketplace. LAliExpress CIS shall make payments as provided in Section 9 of the Agreement.

 

The Service Fee set forth herein includes the service fee for the Easy Dispute services provided under User Agreement for Simplified Dispute Resolution Procedure on the LAliExpress Platform (Easy Dispute Offer). The Seller hereby confirms and acknowledge that the Seller has read and accepted the User Agreement for Simplified Dispute Resolution Procedure on the LAliExpress Platform (Easy Dispute Offer).

 

For orders of Buyers located in Russia, the cost of the Services of LAliExpress CIS for the Seller shall be calculated in Russian rubles as a percentage of the cost of each order of the Buyer determined in accordance with the terms of this Agreement. In this case, the cost of LAliExpress CIS Services for the reporting month shall be calculated by summing up the cost of the Services in respect of each order of the Buyer made during the reporting month.

 

For orders of Buyers located in other Territories (apart from Russia), the calculation of the cost of Services of LAliExpress CIS for the Seller shall be stated in the new version of this Agreement after the sale of goods on such other Territories is available on the Platform.

 

The Seller revenue under this Agreement shall be paid to the Seller in Russian rubles or in the currency of the Territory, from which the purchase price was collected. If Seller wishes to receive the Seller revenue in other currency, the currency conversion of the amounts for the calculation of the Seller revenue shall be made under the currency exchange rate of the original currency (only Russian rubles or other currency of a country in the Territory) applied by the payment services providers of LAliExpress CIS against the US dollar/EUR (or other currency agreed by the Parties). LAliExpress CIS may engage any third parties for collection and payment of the Seller revenue, including, but not limited to, LAliExpress CIS Affiliates for the respective territory of the Buyer and any payment services providers.

 

In the case of applying a discount at the expense of LAliExpress CIS, including a promo code and/or coupon, the commission of the Platform on the Buyer's order shall be deducted from the full value of the Buyer's order, i.e. the sum of the part of the order value paid by the Buyer and the part of the order value equal to the discount under the promo code and/or coupon provided at the expense of LAliExpress CIS.

 

Refunds to the Buyers under the terms of this Agreement shall not constitute grounds for revising (reducing) the amount of the Services cost to be charged and paid by LAliExpress CIS.

 

However, the commission (%) of the proceeds received in favour of the Seller from the Buyers through the Marketplace from the Seller`s logistics services under Agreement clause 5.2 (unless they are free of charge or included into the goods price) is fixed and is equal to 5% (five percent) from revenue for such logistics services.

 

Commission (%) for the services for promotion of the Seller’s products by attracting additional traffic through affiliate programs of LAliExpress CIS or other entities of Alibaba group is applicable only if the Seller additionally agrees to the relevant Platform User Agreement, otherwise it is not applicable to the Seller. The terms and conditions, including the commission rate, shall be governed by such Platform User Agreement.

 

Depending on the Territory of the Buyer’s location, payments from Buyers may be accepted only in a currency of the relevant country (Russian rubles for Russia or other applicable currency of the Territory), the “Payment Currency”. To optimize the Platform and to facilitate the deal between the Buyer and the Seller LAliExpress CIS via its partners or Affiliates may display on the Platform and apply the purchase price payable by the Buyer in the Payment Currency based on available conversion currency exchange rate, and may optimise the purchase price payable by the Buyer in the Payment Currency through technical means. Through utilizing such service, the purchase price of goods for Buyers may be adjusted upward or downward. There will be no changes to your basic commission based on proceeds received in favour of the Seller from the Buyers through the Marketplace. You understand and agree to this technical adjustment and release and sell products at the adjusted price, and agree that the difference and upward adjustment generated by the optimization of the currency sales price paid by Buyers will be charged by LAliExpress CIS as a technical service fee and shall be transferred to LAliExpress CIS. LAliExpress CIS reserves the right to adjust such specific technical service fees from time to time. On the contrary, any downward adjustment is a subsidy by LAliExpress CIS acting as a service provider for the Seller, shall be borne by LAliExpress CIS and payable to the Seller. Any such subsidy cost may be set off by LAliExpress CIS from other sums due from the Seller to LAliExpress CIS, including but not limited to service commission fees due to LAliExpress CIS from the Seller, decreasing such service commission fees. You know and agree that LAliExpress does not guarantee that its technical means of adjusting and optimizing the sales price of goods are flawless.

 

In order to ensure the safety of funds and reduce exchange losses, You grant LAliExpress CIS the right to update the local currency of the merchant store at any time at its sole discretion, and to require you to provide product prices in the currency corresponding to Russian ruble or the other applicable local currency at the Buyer`s location. Accordingly, the settlement of marketing, reverse and other related fees incurred by your account will be adjusted consistently according to the local currency code.

 

LAliExpress CIS may reward high-quality sellers with good service quality and growing business scale by the end of the calendar year or earlier. The bonus amount is a percentage of the actual commission fee that is payable by the Seller. The bonus amount is calculated according to the period you actually operate the respective calendar year, and the specific amount is subject to the statistics of the LAliExpress system. For specific reward conditions, standards and amounts, please refer to the special terms that may be published by LAliExpress CIS. Upon publication and if the Seller satisfies the requirements stated in such terms, they become the part of this Agreement.

 

The present terms and fees are valid for the duration period of the Agreement and are subject to be changed at sole discretion of LAliExpress CIS.

 

You acknowledge and agree that you shall be responsible for and pay the applicable taxes and fees related to the above commissions and other service fees. Unless otherwise stated, the actual amount of commissions and other service fees payable by you does not include any taxes that may be imposed by government agencies. If your payables are subject to taxes according to relevant laws and regulations, the above taxes and fees need to be added to the amount you pay to ensure that LAliExpress CIS receives the full payment. 

"Taxes" includes all federal, state, provincial, territorial, county, municipal, local or foreign taxes, including but not limited to sales, use, license, excise, goods and services tax, value added tax, stamp duty or Transfer taxes, export duties, import duties, surcharges, assessed taxes, duties, charges, and taxes or charges of any nature and all interest, penalties, penalties or other additional charges that may be levied, assessed, assessed or withheld.

 

Schedule 2

to LAliExpress Service Agreement for Sellers for Platform

Requirements to service provision

 

 1. Logistics services rendered by the Seller for the purpose of fulfilling the Buyer's order (packaging, dispatching and delivery of the order) must meet the standards of service of LAliExpress CIS:

1.1. Shipping an order by the Seller must be made no later than five (5) business days after the payment of the order by the Buyer.

1.2. The ratio of disputes opened by the Buyers for reasons related to delivery should not exceed 2% (two percent) of the total number of orders in a calendar month.

1.3. The Seller is obliged to comply with applicable local laws and Platform User Agreements regarding goods return.

 

2. In order to provide services that fully meet the standards of service of LAliExpress CIS with respect to the quality and speed of delivery of the Order to the Buyer, LAliExpress CIS has the right to provide a list of recommended service providers and the corresponding logistics product (timelines for delivery of the Order from the Seller's warehouse to the Buyer). The list of recommended service providers is not obligatory for the Seller.

 

3. Not more often than once a month, LAliExpress CIS has the right to request from the Seller a report on the effectiveness of performance of logistics services for the past month on the basis of complaints / claims received from Buyers. The ratio of disputes of Buyers opened in the Seller's store on the Marketplace to paid orders should not exceed 2% per month.

 

4. The Seller has the right to ensure compliance with service standards independently on his own or with the help of third parties, while the Seller remains responsible to LAliExpress CIS for compliance of the quality of delivery services with subcontractors to the requirements of LAliExpress CIS.

 

5. If the Seller systematically fails to comply with LAliExpress CIS' service standards regarding the quality and speed of delivery of the Order to the Buyer specified in Clause 1 above, LAliExpress CIS has the right to unilaterally terminate the LAliExpress Service Agreement for Sellers for Marketplace.

 


 

 

Schedule 3 

to LAliExpress Service Agreement for Sellers for Platform

Seller Application-offer (for legal entities)

 

I. Seller's Data:

 

Full official company name and type of organization:

 

Company registration/incorporation number:

 

Tax ID number / BRN:

 

Legal address:

 

Mode of operation of the Seller store: twenty-four hours a day

 

Address(es) for Buyers to return goods:

 

Email address or contact phone number for posting on Platform:

 

II. The Seller ("You"), whose details are set forth in clause I of this document, represented by:

 

Signatory name:

 

acting on the basis of:

(articles of association, charter, power of attorney)

 

hereby irrevocably submits to ALIEXPRESS CIS HOLDING PTE. LTD., registered in the territory of the Republic of Singapore under the registration number 200720572D, with the office address at 51 Bras Basah Road, #04-08 Lazada One, Singapore 189554:

 

(i) The Seller Application-offer to enter into the LAliExpress Service Agreement for Sellers for Platform ("Agreement") (that is published on the Platform and/or provided to the Seller over email) (pursuant to clauses 3.2 (g) and (h) and clause. 3.3 of the Agreement);

(ii) Consent to the Platform User Agreements (in accordance with clause 3.2 (c) of the Agreement), including:

- LAliExpress Terms of Use (https://business.ru.laliexpress.com/legal-docs/article/aer_ru_membership_agreement);

- Free Membership Agreement (https://business.ru.laliexpress.com/legal-docs/article/aer_ru_free_membership_agreement);

- Transaction Services Agreement (https://business.ru.laliexpress.com/legal-docs/article/aer_ru_transaction_agreement);

- Privacy Policy (https://business.ru.laliexpress.com/legal-docs/article/aer_ru_confidentiality_agreement);

- Product Listing Policy (https://business.ru.laliexpress.com/legal-docs/article/aer_ru_product_posting_policy); and

- User Agreement for Simplified Dispute Resolution Procedure on the LAliExpress Platform (Easy Dispute Offer) (https://business.ru.laliexpress.com/Easy_Dispute).

 

III. Seller's account (login) on the Marketplace:

 

Seller confirms and warrants that all actions on the Marketplace performed using the specified account (login), as well as its sub-accounts (their logins), aimed at the performance of the Agreement (including the conclusion by the Seller with buyers of contracts of sale of goods), are made with the consent of and authorization from the Seller. The Seller is liable for all actions performed using the specified login, during the performance of the Agreement.

 

IV. LAliExpress CIS Holding Private Limited reserves the right to establish or change any and all terms governing the operation of the Platform at any time, including the Agreement and the Platform User Agreements (as specified in clause 3.4 of the Agreement and as agreed by the Seller in Sections II and IV of this Seller's Application-offer). Amended terms of the Platform shall take effect upon publication (unless otherwise stipulated therein). 

If you do not agree with the relevant changes, you should refrain from continuing to use the Platform and Services. If, however, you continue to use the Marketplace and the Services, you will be deemed to have accepted the changes and are obliged to comply with the Agreement so modified (as specified in Section II of this Seller Application-offer). Capitalized terms used in this Seller Application-offer shall have the meaning given to them in the Agreement.

 

____________________ /______________________/

(signature) / (name)

 

____________________

(position/details of power of attorney)

 

Company stamp 

(if applicable)