TERMS OF SELLER Confidential
Welcome to the Zillion website and/or the Zillion mobile app. Please read these Terms of Seller (including all Schedules and Annexes) (“Terms”) carefully. These Terms govern your use and access of the Platform (defined below) as a seller and is agreed between you (“Seller”, “you”, “your“) and the Zillion marketplace entity applicable to you (individually, together, and collectively referred to in this Terms as “Zillion”, “we”, “us”) based on the country in which you register and/or elect to use a Service on the date you click the “I Accept” button or any other similar button to complete your online sign-up process to become a seller on the Platform (“Effective Date”).
BY REGISTERING FOR AND USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS.
1. Zillion Services to You (Clause 2 of the Terms)
Zillion (or its designated providers) offers you general services consisting of:
• the listing of your products;
• customer services (for a limited time);
• order processing;
• logistics coordination, and other additional services that you may request and that we may offer you.
2. Products You Can Sell (Clause 8 of the Terms)
You can sell products that are legally permitted to be sold and that comply with our Policies. Since you are selling the products directly to Zillion buyers, you are responsible for all matters related to the products that you sell on Zillion including but not limited to ensuring that the product content, product quality and origin, and financial invoice comply with applicable laws and tax obligations. After shipping your products, you are responsible for returns and product warranties.
3. Fulfilment (Clause 5 of the Terms)
There are two types of fulfilment models – Delivered by Seller and Zillion-coordinated Delivery.
4. Payment (Clauses 2 and 3 of the Terms)
Zillion (or its designated providers providing payment processing services) will periodically remit to you the Sales Proceeds after deducting Fees due and payable to Zillion for offering the Services to you.
6. How To End Our Relationship (Clause 12 of the Terms)
You may end your seller relationship with Zillion at any time and without penalty by providing us 14 days’ written notice of your intention to discontinue the use of our services.
7. Dispute Resolution (Clause 13 of the Terms)
These Terms are governed by and construed in accordance with the laws of Malaysia. Where we are in disagreement regarding any matter, the parties will first try to resolve it amicably. If this fails, either party may refer the matter to arbitration.
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A. Acceptance. Any person who wants to access the Platform and use the Services to sell Products must accept these Terms and the Policies. You shall provide a copy of any documents requested by Zillion upon entering into the Terms by uploading the same to Seller Centre. Zillion may verify these documents and other submitted information prior to effecting Payments.
Zillion may change any of these Terms, and any fees, procedures and Policies governing the Services, the Platform or Seller Centre at any time. These changes will take effect seven (7) days after publication on the Platform, Seller Centre, or other form of notification to you. You are responsible for reviewing notices and Policies, and your continued use of the Services, the Platform, and/or Seller Centre following the changes taking effect will constitute your acceptance of such changes. If you do not agree to any such changes, you must stop using the relevant Services, the Platform, and Seller Centre (except to the extent required in the Terms), and contact us at email@example.com. For the avoidance of doubt, newer versions of the Terms supersede older versions, unless otherwise agreed by Zillion.
2. Services & Fees
A. Platform. Zillion provides a platform for Sellers to offer Products for sale to Buyers, and for Sellers to complete transactions with Buyers. Except as set out in the Terms, and to the extent permitted by applicable law, Zillion is not involved in the actual transaction between Seller and Buyers nor is Zillion obliged to verify the accuracy, completeness and legality of the Seller Content published on the Platform. As vendor of the Products, it is your responsibility to ensure the sale is legal, accurately describe the Products, and the Products are packaged, shipped, warranted and fulfilled in respect of all sale and after sale obligations required by law or by trade. You use the Services, the Platform and Seller Centre at your own risk.
B. Services. The Services provided by Zillion (or its designated providers) under these Terms are classified as:
(a) General Services (“General Services“) consisting of:
- providing supporting services enabling your listing and publishing of Seller Content regarding the Products you offer for sale on the Platform;
- providing the Platform for you to offer Products for sale;
- limited Buyer care services, including coordinating and answering Buyer enquiries and processing returns;
- Order processing;
- logistics coordination and related services if the fulfilment model is Zillion-coordinated Delivery;
- collection, reconciliation and execution of all Sales Proceeds; and
- other services ancillary to the Services.
The General Services include Zillion providing information to you in relation to each Order as necessary under these Terms. You agree that Zillion may provide you with electronic copies of documents such as tax invoices, receipts, credit notes, debit notes, or any other documents for compliance with applicable laws; and
(b) Additional Services (“Additional Services“) We may, under terms and conditions agreed to in the Policies, and/or in a separate agreement, offer you the option to purchase goods and services provided by us and/or third parties. We may at any time prescribe and amend the terms of Additional Services in accordance with Clause 1B of these Terms.
C. Fee: In consideration of the provision of Services, Zillion shall be entitled to charge and invoice you the Fee.
D. Settlement. Unless otherwise agreed in writing, settlement of invoices for the Fee shall be effected by setting off against funds in your Seller Account with Zillion.
3. Sales Proceeds – Payment
A. Payment. You authorize Zillion (or its designated providers) to (a) collect the Sales Proceeds and in general any sums due or owing under these Terms and hold the same; (b) calculate and process customer payments, refunds, and adjustments; (c) remit the Net Proceeds; and (d) pay to Zillion, to Zillion Affiliates, and to third parties (including Buyers) any amounts you owe to them in relation to your use or transactions on the Platform. You acknowledge and agree that payments may be collected from Buyer through authorised service providers (such as logistics providers or offline payment channel operators) on behalf of Zillion.
B. Treatment of Sales Proceeds. You agree that Buyers satisfy their obligations to you as regards the Buyer Contract when Zillion (or its designated providers) receives the Sales Proceeds. The obligation of Zillion (or its designated providers) to remit funds received by us on your behalf is limited to the Net Proceeds (which is the Sales Proceeds minus any sums owed by you to Zillion, Zillion Affiliates or third parties in relation to your use or transactions on the Platform, and subject to any chargeback, reversal, refund, withholding for anticipated claims and/or deduction in accordance with these Terms and the Policies. The Payment will represent an unsecured claim against Zillion. For the avoidance of doubt, you will not receive interest or any other earnings on Sales Proceeds or Net Proceeds.
C. No responsibility. Zillion (or its designated providers) will have no responsibility with respect to the legality of transactions occurring between Sellers and Buyers relating to the Orders made through the Platform.
D. Remedies and No Waiver. Zillion may (or may request its designated providers to) delay, suspend or cancel any Payment if Zillion reasonably concludes that your actions and/or performance in connection with these Terms or the Buyer Contract are likely to result, or have resulted, in a breach of any provision of these Terms or the Policies and/or any failure to perform any due obligation under these Terms, any disputes, chargebacks or other third party claims (including Buyer claims), or if there are any sums owed by you to Zillion, Zillion may withhold Payment for the longer of: (a) 90 days; (b) the completion of any investigation regarding your actions or performance; or (c) the resolution of any dispute. Where a Payment is cancelled, such Payment shall be forfeited to Zillion and you give up all claim and right to such monies. Any Payment made by Zillion to you will not in any way be considered as a waiver of Zillion’s rights under these Terms.
E. Late Payment Interest. Without prejudice to any other rights and remedies which Zillion has against you, if any sums payable by you to Zillion under the provisions of these Terms shall become due and be unpaid, you shall pay to Zillion the Late Payment Interest, calculated on daily basis from the payment due date until such money is actually received by Zillion.
F. Withholding Tax. To the extent required by applicable laws, Zillion may (or may request its designated providers to) withhold any and all taxes, duties, fees and other charges in connection with any Order, Payment or otherwise under these Terms or the Buyer Contract. If Zillion is required under applicable laws to deduct or withhold any sum as taxes imposed on any amount due or payable to you, Zillion will make such deduction or withholding as required and the amount payable to you will be reduced accordingly. Zillion will provide you with a document proving that amounts deducted refer to withholding taxes applicable to you. If Zillion is held liable for any taxes or tax compliance costs in connection with the Sales Proceeds and/or the Payments, you shall indemnify Zillion for such tax liability or tax compliance costs irrespective of when such tax liability is assessed.
4. Access to Services and Tools
A. Access to Seller Account. You are responsible for supplying and authorizing access to your Seller Account to your authorised personnel, and for ensuring that any person filling in or signing any document, operating the Seller Account, or handling the Products, on your behalf (other than a Zillion employee, contractor or agent specifically mandated by Zillion) has full power and authority to do so on your behalf. All actions taken by any person accessing or using the Seller Account, Services or Tools on your behalf shall be deemed duly authorised unless you have given Zillion advance written notice of such person’s lack of authority.
B. Accuracy of Seller Account Information. You are responsible for ensuring that all information (including email and bank account details) provided or made available by you or your authorised personnel on Seller Account is accurate and complete at all times. You shall bear all consequences ensuing from any incorrect information provided and Zillion shall have no responsibility to verify any information, take any steps to rectify the situation, or remit any Payment to you.
5. Fulfilment of Orders
A. Fulfilment Models. Orders for physical products are fulfilled under the following Fulfilment Models (“Logistics Services“):
(a) Delivery by Seller: Where you are responsible for the delivery of Products to Buyers using postal services, your own logistics services or a 3PL; or/and
(b) Zillion-coordinated Delivery: Where you are responsible for preparing the Order for Zillion (or Zillion’s 3PL) to pick-up from mutually agreed pick up points for delivery.
B. Delivery by Seller
(a) Approval by Zillion. You may use “Delivery by Seller” as a fulfilment model only if approved by Zillion.
(b) Cash on Delivery. Unless Zillion approves your usage of cash on delivery as a payment model, you shall not collect any payment from Buyer.
(c) Seller’s Responsibilities.
- You will prepare and ship Products under the Buyer Contract to the address specified in the relevant Order within the lead times set out in the Policies. If you fail to comply with the stipulated deadline, Zillion may modify the deadline and/or cancel the Order.
- You shall update the status of delivery on Seller Centre within the deadline specified in the Policies.
- You shall stop or cancel any Orders if directed by Zillion. If Buyer has already been charged for such Orders, Zillion will execute refunds (and any adjustments) and credit the applicable Buyer account. You will reimburse us for all amounts credited costs associated with the refund.
- You will ensure that Zillion is at all times supplied with updated Order shipment tracking information.
- You shall be responsible for, and bear all risk and liability for the sourcing, sale, packaging, labelling, product quality, and product warranties (if applicable) for all Products delivered using the Delivery by Seller model, and you shall be responsible for all claims in relation to such Products.
- You shall not require Buyer to provide any other document (except to confirm receipt of delivery) during the delivery process.
(d) Title and Risk. Title and risk of loss for Products will remain with you at all times, and Zillion will have no liability whatsoever related to the Products including their shipping, delivery delays, damage or loss through Delivery by Seller.
C. Zillion-coordinated Delivery (“ZCD”)
The ZCD Terms set out in Annex 2 shall apply and form part of the Terms.
6. Returns, Failed Deliveries and Inadequate Product
A. Returns and Failed Deliveries. All Orders will be handled in accordance with our Returns and Failed Delivery Policies. In the event that Zillion is required to provide additional services to collect, deliver, process or store any returned or failed delivery parcels for you, such additional fees or expenses may be charged to you and be set off against funds in your Seller Account.
B. Refund of Commission. Zillion will refund you the Commission related to any Failed Delivery or Order returned for Buyer convenience.
C. Costs of Failed Delivery/Inadequate Product.
(a) In case of Failed Delivery, Zillion may require you to bear costs associated with the Failed Delivery where the underlying reason for Failed Delivery is Seller’s fault.
(b) In case of an Inadequate Product, you will promptly notify Zillion of any Inadequate Product (or the threat of a public or private recall) and cooperate and assist Zillion with returns, including by initiating the procedures for returning Products to you. You will bear all costs associated with the return and refund or replacement, including the Payment Fee, and unless the shipping has been arranged by you.
D. No Obligation to Return Products. Subject to the Policies, Zillion is not obliged to return any Products to you if such return would not be reasonably practicable (including if the value of Products is disproportionately low relative to the cost of returning Products).
E. Inability to Return Products. If (a) Zillion is unable to return the Products to you despite taking reasonable efforts in accordance with the Policies (for example, if you refuse to pick-up the Returned Products; or if your delivery address is incorrect) or (b) Zillion reasonably determines that it is not reasonably practicable to return the Product to you pursuant to Paragraph D above, Zillion may examine, release, dispose of or sell the Products in any manner it sees fit, without any liability or payment obligations to you. You agree that title to all Products will be passed to Zillion prior to any examination, release, disposal, or sale of the Products by Zillion.
F. Sales Proceeds. In case of Failed Delivery: (a) where received by Zillion, Sales Proceeds will be refunded to the Buyer; and (b) where received by you, the Net Proceeds will be refunded to Zillion.
G. No Responsibility. Zillion will not be responsible for any risk or be liable for any claims, demands, liabilities, expenses, losses, cost or damage in connection with any Failed Delivery and Returned Products (including due to a threatened recall) and will claim all costs incurred in that respect from you.
7. Zillion Rights
A. Zillion’s Rights. If the Products or your behavior on the Platform do not comply with these Terms, the Policies, applicable laws or for any reasonable cause, Zillion may at any time (a) delay or suspend listing of, or to refuse to list, or to de-list any or all Products; (b) cancel or suspend any promotion, pricing or traffic benefits; (c) reset your store name; (d) withhold (or request its designated providers to withhold) amounts in your Seller Account, and such amounts may be applied towards refunds to entitled Buyer, reimbursement of rebate or discount extended by Zillion to you, and any costs, fees, penalties or fines imposed by any competent authorities; (e) allow a Buyer to cancel an Order because the Platform or the Products are unavailable following the commencement of a transaction; and/or (f) require you to pay an Administrative Fee/Default Fee and any costs, fees, penalties or fines imposed by any competent authorities.
B. Deactivation of Seller Account. Zillion may deactivate your Seller Account with immediate effect and withhold all outstanding payables to you if (a) you breach any obligations under these Terms, the Policies or applicable laws relating to Intellectual Property Rights; (b) you sell counterfeit products or products prohibited from use, distribution or sale under applicable laws; (c) breach any applicable laws; (d) you accumulate the maximum number of non-compliant points as set out in the Policies; and/or (e) you use the Platform, the Services and Seller Centre in a fraudulent manner.
C. Compliance Purposes. For the purposes of prevention of fraud, compliance with applicable laws or these Terms, or other commercially reasonable reasons, Zillion may impose order value or transaction limits on your Seller Account and/or your Product listings; and/or open and inspect any Product and any storage, facility and/or warehouse in which the Products are stored.
D. Third Party Service Providers. Zillion may work with and/or use the services of its designated providers or other third-party service providers in connection with the Services.
E. Variation of Order. Zillion may reject any particular form of Order or payment for the Goods, and not honour or accept any discounts, coupons, gift certificates, or other offers or incentives made available by you to Buyer.
F. Treatment of Orders. Zillion may withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or unilaterally cancel any Order. You will stop and/or cancel orders of Products if so asked by Zillion (unless you have transferred the Products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). Where you have already received the Net Proceeds, you will refund any Buyer that has been charged for an Order that Zillion has stopped or cancelled.
G. Risk of Credit Card Fraud. Between Zillion and you, you will not be required to bear the risk of credit card fraud (e.g. fraudulent purchases arising from the theft or unauthorised use of a Buyer’s credit card information) occurring in connection with the Order, except with respect to: (a) Orders that you do not fulfil in accordance with the Order information, or (b) any fraud directly or indirectly linked with you. You will bear all other risk of fraud or loss, including any losses suffered by Zillion, its Affiliates, and/or its partners, for any breach of your warranties and undertakings per Clause 8 of these Terms. You will promptly inform Zillion of any changes to the nature or specifications of the Products or any pattern or behavior of fraudulent or other improper activity with respect to any of the Products that may result in a suspicion or higher incidence of fraud or other impropriety associated with transactions involving the Products.
I. Sales Traffic Activities. Zillion may subject the Products or you to Sales Traffic Activities, use mechanisms that rate, or allow Buyers to rate or review the Products and/or your performance as a seller and Zillion may make these ratings and reviews publicly available.
8. Seller Representations, Warranties and Undertakings
A. General Undertakings: By using the Services and Tools provided by us or a Zillion Affiliate, you undertake, represent and warrant that:
(a) you shall (i) comply with all applicable laws and regulations, including all anti-bribery, anti-corruption and tax laws relating to your activities; (ii) be responsible for and pay all taxes and other charges arising out of or associated with these Terms or the Buyer Contract; and (iii) obtain all necessary rights, licences, permits, or approvals required for the offer, advertising, and sale of the Products on or through the Platform;
(b) you shall comply with these Terms, the Policies and any additional terms, including any end user licence agreement;
(c) you shall include all information and supporting documents required by applicable law including issue a valid invoice to the Buyer, and ensure that any information provided under these Terms is accurate, current, complete and is not misleading;
(d) you shall fulfil all Orders for Products at their stated quantity and price to Buyers and be responsible for any error in the Listing Price;
(e) you shall not infringe any Intellectual Property Rights;
(f) you shall not post, display or disclose any materials which infringe the Policies;
(g) you shall not use or allow anyone to use the Platform, the Services and Seller Centre in an unlawful, inaccurate, misleading, false, fraudulent, defamatory, trade libellous, or otherwise unsuitable manner including:
- opening multiple shops or duplicating stock keeping units on the Platform without Zillion’s approval;
- generating fraudulent, repetitive or otherwise invalid clicks, impressions, queries or other interactions, whether through the use of automated applications or otherwise);
- conducting activities such as gambling, sweepstakes, raffles and lotteries or participate in any activities related to so-called pyramid or Ponzi schemes, or any other illegal, immoral or antisocial activities;
- purchasing items sold on the Platform for commercial use or for use on behalf of a third party;
- being a party to any transaction which is not for the bona fide sale and purchase of Products (for example, where the primary or associated purpose is for (A) the encashment of vouchers, codes, and/or rebates; (B) gamification for the purpose of accumulation of any rebates, loyalty points, and/or credit and/or cycle-selling operations etc.; and (C) any other act that constitutes cheating (including reselling, re-purchase of your own Products which is subsidised by Zillion, and re-directing sales);
(h) you shall not access content and information that concerns any party other than you, transmit unsolicited communications, interfere with the proper working of the Platform or Seller Centre, transmit any viruses, Trojan horses, or other harmful code, or attempt to bypass any mechanism used to detect or prevent such activities;
(i) you shall not intentionally expose Zillion and/or Zillion Affiliates, and our respective officers, employees, directors, contractors, partners, agents, subcontractors, representatives etc., to undue risk or otherwise engage in activities that Zillion determines to be harmful to Zillion and Zillion Affiliates’ operations, reputation, or goodwill; and
(j) ensure that the Listing Price for any Products offered to Buyers is at least as favourable as the price offered by you outside the Platform on other online channels for the same product in like or lesser quantities.
B. Undertakings in relation to Products: You undertake, represent and warrant that:
- the Products are of merchantable quality, fit for their purpose, free from defects, and conform to their listed specifications;
- the Products and their offer for sale are not prohibited and comply with applicable laws (including all minimum age, marking and labelling requirements, product warranties, specifications and performance criteria) and conform with the Policies;
- you will include all legally required documentation in relation to the Products (including warranty card, warranty information and invoice) and update the same when legally required, and shall provide Zillion and/or Buyer any such document upon request;
- you have full unencumbered title in the Products and in any materials incorporated in the Products and all the Products are supplied free of all liens, charges or other security interests;
- the Products are not (i) Prohibited and Controlled Products; (ii) Inadequate Product; (iii) expired (or soon to be expired) Products; or (iv) counterfeit Products;
- you shall provide Zillion with any documentation and information supporting your right to sell the applicable Products, including the right, license and/or permit to sell such Products, any documentation giving you the right to distribute the Products, and if needed, the notarized copy, invoice or other proof thereof at your cost;
- in case of sale of refurbished Products, imported Products, white label Products, or non-OEM Products, you must comply and strictly follow Zillion’s specific content requirements and the specific guidelines defined for such Products on the content production manuals; and
- you shall comply with standard operating procedures, import procedures, weight restrictions, size restrictions and other shipping and packaging requirements under the Policies and/or applicable law.
C. Undertakings in relation to Seller Contents: You acknowledge, undertake, represent and warrant that:
- you are the owner or have lawful rights with respect to the use of Intellectual Property Rights concerning the Products and the Seller Contents and you are not aware of any claims made by any third party with regard to any alleged or actual Intellectual Property Right infringement or other claim, demand or action resulting from the Seller Content, advertising, publishing, promotion, manufacture, sale, distribution or use of the Products;
- the Seller Contents are not prohibited and comply with applicable laws (including all minimum age, marking and labelling requirements, product warranties, specifications and performance criteria, etc.) and conform with the Policies;
- you will not use any intellectual property belonging to us and/or Zillion Affiliates without Zillion’s prior approval in writing (including participating in actions such as reverse engineering, reverse compiling or otherwise deriving the underlying source code or structure or sequence of any Zillion solution or technologies, deleting or altering author attributes or copyright notices, and/or fail to obtain all required permissions when using the Platform to receive, upload, display, distribute, or execute programs or perform other works protected by intellectual property laws);
- you will provide Seller Content that is accurate, up to date and in accordance with the Policies (including proper categorization in accordance with the Policies, availability status, stock level and Listing Price of the Products). The Seller Content must include all text, disclaimers, warnings, notices, labels or other indications required by law to be displayed in connection with the offer, merchandising, advertising or sale of the Products and may not contain any sexually explicit, defamatory or obscene materials, or any of yours or a third-party’s marketing material;
- Seller Content must be provided in English and/or to the extent required by applicable law, in the language of the countries in which the Products are listed for sale through the Platform. Zillion may arrange for the translation of the Seller Content into local language of the country in which Products are listed for sale through the Platform but Zillion is not required to verify the accuracy of the translation process and shall not be liable for any errors or omissions arising from translation;
- you will not provide any uniform resource locator marks (“URL Marks”) for use on the Platform, or request that any URL Marks be used on the Platform, unless you have the right to publish the Seller Content and have the right and license to sell such Products under applicable laws;
- you grant Zillion and Zillion Affiliates a royalty-free, non-exclusive, and worldwide right and license to use, reproduce, display, modify, and re-format any and all of the Seller Content provided by the Seller strictly in accordance with the Seller’s instructions and/or requirements, for the purpose of operation of the Platform or performance of the services under this Agreement;
- Zillion may determine the use and placement of Seller Contents, and the structure, appearance, design, functionality and all other aspects of the Platform, the Services, and if any, the Sales Traffic Activities;
- Zillion may use mechanisms that rate, or allow Buyers to rate or review, your Products and/or your performance as a seller and we may make these ratings and reviews publicly available. Zillion shall not be responsible for the reviews and ratings generated by the mechanisms or Buyers, in respect of any Products and/or your performance;
- these Terms confer on you no rights of ownership or title, license, or other Intellectual Property Rights in any tangible or intangible property, including software (e.g. the Platform, Seller Centre and any application programming interface or other software) and data (e.g. sales data, performance data, Buyer data, Seller Centre data and Seller Centre name) used, obtained or created under these Terms. If such rights were nevertheless to have accrued to it for any reason whatsoever, you assign, dispose or otherwise transfer (and effect the transfer of) the full and exclusive ownership of all such rights to Zillion or any other party designated by Zillion, free of charge, or for a nominal fee; and
- nothing herein contained will be deemed to limit or restrict our or any third party’s rights to assert claims for violation of any Intellectual Property Rights against you.
D. Additional Representations and Warranties: Use of the Services, the Platform, and Seller Centre is limited to parties that can enter into and form contracts under applicable law. You represent and warrant that:
- (in the case of an individual) (i) you are not a minor and have full power, capacity and authority to enter into and perform your obligations under the Terms; and (ii) any information provided or made available by you is at all times accurate and complete;
- (in the case of a company) (i) you are, and will remain at all times, a business duly organised, registered, validly existing and in good standing under the laws of the country in which the business is registered; (ii) you have full power, capacity and authority to enter into and perform your obligations under the Terms; and (iii) any information provided or made available by you or your Affiliates is at all times accurate and complete;
- you and any person or entity that has a financial interest in your business, or any person or entity acting on your behalf: (i) have no affiliation with any Zillion employee which may result in a potential or actual conflict of interest; (ii) have not been barred or otherwise prevented from selling on Zillion; or (iii) have not been involved in any lawsuit or claim that has a bearing on the Terms.
E. Continuing Obligations. You undertake and warrant that all your representations, warranties and undertakings in the Terms will be fulfilled and will remain true and correct at all times. In the event any of them become unfulfilled, untrue or incorrect, you will promptly inform Zillion of the same and rectify the situation to Zillion’s satisfaction (without prejudice to any other rights or remedies of Zillion).
9. Confidential Information
A. Restriction on Disclosure. The recipient of any Confidential Information will not disclose that Confidential Information, except to Affiliates, employees, and/or agents who need to know it and who have agreed in writing to keep it confidential. The recipient will ensure that those people and entities use Confidential Information only to exercise rights and fulfil obligations under the Terms and keep the Confidential Information confidential. The recipient may also disclose Confidential Information when required by law after giving the discloser reasonable notice and the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure.
B. Survival of Obligations. The rights and obligations of the parties under this Clause shall survive the termination of the Terms.
10. Personal Data and Buyer Information
A. Use and Processing of Personal Data. You undertake, represent and warrant that you will use and process Personal Data (in particular, the Personal Data of Buyers):
- only for the purpose of the execution of these Terms or Buyer Contract and not disclose it to third parties;
- in accordance with the requirements under the applicable personal data protection laws and the Policies;
- in a manner that ensures Zillion remains in compliance with the requirement under the applicable personal data protection laws; and
- you will not sell, assign, license, publish, lease or otherwise commercially exploit any such information or utilise such information in any manner for your own benefit or carry out any data mining, data compilation or data extraction for the purposes of statistical or trade analysis or otherwise.
You further warrant that you have implemented sufficient security measures to ensure that the Personal Data is securely kept and maintained as required by the applicable personal data protection laws and you agree to be subject to the necessary audits undertaken by Zillion to ensure compliance of the above warranties and to immediately inform Zillion of any Personal Data incident upon becoming aware of the same.
B. Rights to Information. Zillion will own all information regarding Buyers, Orders and the supply of the Services, including payments, Fees, disbursements, refunds, cancellation penalties, adjustments, etc. and Zillion will not be liable to pay any royalties or fees to you in connection with the use of any such information.
11. Liability – Limitations & Indemnification
A. No liability for inaccuracies or errors. The Platform, Seller Centre, the Services and the Additional Services are provided on an “as is” basis. Any information and any materials provided by or through the Platform, Seller Centre, the Services and the Additional Services may contain errors and Zillion and Zillion Affiliates expressly exclude liability for any such errors to the fullest extent permitted by applicable laws. Any link found on the Platform Seller Centre or the Tools is provided for your convenience and for further information. It does not signify that Zillion endorses the contents thereof and Zillion has no responsibility for the content of external links.
B. No liability for unavailability. You acknowledge that the availability of the Services, Platform, Seller Centre is subject to:
- availability of resources, including resources under the control of Zillion and availability of a suitable network infrastructure;
- geographic and technical capability of communication networks and other delivery systems;
- provisioning time that may be required by Zillion to provide the Services and/or the Additional Services; and
- you meeting the technical requirements for accessing Seller Centre from time to time.
C. No warranties. Except as expressly provided for in the Terms, Zillion makes no other representations or warranties of any kind, express or implied, including: (a) implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement; (b) that the Platform, Seller Centre, the Services or the Additional Services will meet your requirements, will always be available, accessible, uninterrupted, timely, secure, or operate without error; (c) that the information, content, materials, or products included on the Platform or Seller Centre will be as represented by Zillion or that Zillion or the Buyers will perform as promised; (d) any implied warranty arising from course of dealing or usage of trade; and (e) any obligation, liability, right, claim, or remedy in tort, unless arising from acts of fraud, gross negligence or wilful misconduct by Zillion.
D. Correction of documents or content. Any typographical clerical or other error or omission in any acceptance, invoice, Seller Content or other document on the part of Zillion shall be subject to correction without any liability for Zillion.
E. Indemnity. You will defend, indemnify and hold Zillion and Zillion Affiliates, and our respective officers, employees, directors, contractors, partners, agents, subcontractors and representatives, harmless from, and at Zillion’s option defend Zillion against, any and all Claims arising out of, or related to:
- any actual or alleged breach of your undertakings, representations, warranties, or obligations set forth in the Terms or the Buyer Contract;
- any incorrect, misleading, or erroneous information provided to Zillion or any third party in connection with the Services or Additional Services;
- any non-compliance by you with any applicable laws or the Policies, including any losses in respect of shipment of Prohibited and Controlled Products incurred by Zillion or its sub-contractors;
- any tax compliance costs or tax liability incurred by Zillion or Zillion Affiliates in connection with your activities, arising out of your non-compliance with the applicable tax laws or us or Zillion Affiliates being deemed as your tax agent; or
- your own website or other sales channels, the Products, any Seller Contents, the advertisement, offer, sale or return of the Products, any actual or alleged infringement of any Intellectual Property Rights by the Products or the Seller Contents, or seller taxes (duties, fees and other charges, etc.) or the collection, payment or failure to collect or pay seller taxes. If at any time Zillion reasonably determines that any indemnified claim might adversely affect Zillion, Zillion may take control of the defences at your expense. You may not consent to the entry of any judgment or enter into any settlement of a claim against Zillion without the prior consent by Zillion in writing, which consent may not be unreasonably withheld.
F. Zillion’s liability. Zillion will not be held liable for any damages of any kind, including direct, indirect, incidental, punitive, and consequential, arising out of or in connection with the Terms, the Buyer Contract, the Platform, Seller Centre, the Services, the Products (including inability to use the Services or the Tools),or from messages received or transactions entered into on the Platform, provided that Zillion will compensate you for any direct damages resulting exclusively, or primarily from Zillion’s fraud, gross negligence or wilful misconduct.
G. Limitation of liability. If Zillion is nevertheless found liable, to the fullest extent permitted by applicable laws, and notwithstanding any other provision of these Terms, the aggregate liability of Zillion and Zillion’s Affiliates and our respective officers, employees, directors, contractors, partners, agents, subcontractors and representatives, and any of them, to you and anyone claiming by or through you, for all Claims resulting from or in any way related to the Terms shall not exceed one thousand ringgit Malaysia (RM1,000.00). It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by applicable laws.
A. Zillion’s Termination Right. Zillion may unilaterally and immediately terminate these Terms and restrict your use of the Services upon the occurrence of any of the following:
- you being in breach of any provision of the Terms and failing to remedy the same within 14 days from being so notified;
- you being in breach of any applicable laws or the Policies;
- (in the case of an individual) you being adjudicated a bankrupt or have any similar action taken against you in any jurisdiction, or (in the case of a company) you passing a winding up resolution or a court of competent jurisdiction making an order for the same;
- the issuance of a judicial management or administrative order in relation to you, or the appointment of a receiver over, or an encumbrance taking possession of, or the sale of, your assets;
- you making an arrangement or composition with your creditors generally or applying to a court of competent jurisdiction for protection from its creditors; or
- you ceasing or threatening to cease to carry on business.
B. Seller’s Termination Right. Provided Zillion has not corrected these within 14 days from your written notice to Zillion of the occurrence of any of the following, you have the right to immediately terminate these Terms: (a) Zillion (or its designated providers) delaying payment for more than thirty (30) days without reason; (b) Zillion delaying returns for more than sixty (60) days without valid reason; (c) the making of a judicial management or administration order in relation to Zillion or the appointment of a receiver over Zillion’s assets; (d) the making of an arrangement or composition by Zillion with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors; or (e) Zillion ceasing or threatening to cease to carry on business.
C. Termination with Notice. Either Party may unilaterally terminate these Terms without cause by providing fourteen (14) days’ prior written notice to the other Party.
D. Consequences of Termination. Upon termination of these Terms, you will notify Zillion of all concluded Buyer Contracts which have yet to be performed. Notwithstanding any termination for any reason, you remain responsible for the fulfilment of any pending Order and Zillion (or its designated providers) will fulfil any pending Payment obligations. Zillion shall have the discretion whether to complete or cancel any pending Services, and you shall pay any fees in connection with Services that are completed.
E. Surviving Provisions. Any provision of the Terms that, by its nature, is meant to survive the term or termination, shall survive such term or termination.
A. Agreement Prevails. Unless expressly agreed otherwise by the Parties, these Terms will prevail over any other agreement, terms or conditions regarding the subject matter, pre-contractual negotiations, and to the exclusion of all other terms proposed by either Party (including any terms or conditions which you purport to apply under any purchase order, confirmation order, specification, invoice or other document) and no terms or conditions endorsed upon, delivered with or contained in any other document or with the Products, will form part of the Terms. The Terms will apply to the relationship between the parties in addition to any specific terms agreed to herein or specifically agreed by the Parties from time to time. In the event of any conflict or inconsistency between these Terms and the Policies, the provisions of these Terms shall prevail.
B. Interpretation. The singular includes the plural and vice versa, as the context may require. Headings are inserted for convenience only and will be ignored when construing these Terms. The term “including” or “include” shall mean “including, without limitation”, unless the context otherwise requires. A statutory provision shall include that provision and any regulations made in pursuance thereof as from time to time modified or re-enacted, whether before or after the date of the Terms, and shall include also any past statutory provision or regulation (as from time to time modified or reenacted) which such provision or regulation has directly or indirectly replaced.
C. Communications. Unless otherwise provided in these Terms or agreed to between the parties, all notices, requests, demands and other communications hereunder must be in writing and will be deemed to have been fully given and received when sent with recognised overnight delivery service, registered mail or email one (1) Working Day after being deposited for next-day delivery with a recognised overnight delivery service or emailed, or three (3) Working Days after being mailed by registered mail, charges and postage prepaid, to the recipient’s address set forth in these Terms or any other address that the recipient may specify by notice to the other Party. If requested by Zillion, you shall provide to Zillion contact details of a designated contact person, whom Zillion may contact regarding any of your responsibilities arising from the Terms.
D. Assignment. You cannot assign, transfer or subcontract all or part of your rights and/or obligations deriving from the Terms, without the prior written consent of Zillion. Zillion may assign, transfer or subcontract all or part of its rights and/or obligations deriving from the Terms.
E. Independent Contractors. You and Zillion are independent contractors, and nothing in the Terms will create any partnership, joint venture, agency, franchise, sales representative relationship or exclusivity between the parties. The Terms will not cause the establishment of any relationship of employment between the parties or with any person who provides services to either. You have no authority to make or accept any offers or representations on behalf of Zillion.
F. No Third Party Rights. These Terms and all of the representations, warranties, covenants, conditions, and provisions hereof are for the sole and exclusive benefit of Zillion, Zillion Affiliates and you. Other than as regards the rights of Buyers against you, nothing in the Terms will be construed as giving any third party any rights whatsoever.
G. Illegality. Notwithstanding any other provision in the Terms to the contrary, nothing contained herein will oblige Zillion or you to engage in any action or omission to act which would be prohibited by or penalised under applicable laws. The illegality, invalidity or unenforceability of any provision of the Terms under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision. The actual or future invalidity or ineffectiveness of any provision in the Terms will not affect the validity or effectiveness of the whole document.
H. Severability. If any provision in these Terms shall be held to be void but would be valid if deleted in part or reduced in application, such provision shall apply with such deletion or modification as may be necessary to make it valid and enforceable.
I. No Waiver. The failure of a Party to exercise its rights in case of breach of contract by the other Party will not be considered as a waiver of its rights under the Terms or under applicable laws.
J. Force Majeure. No Party will be liable to the other or be deemed to be in breach of the Terms by reason of any delay or failure to perform any of its obligations due to an event of Force Majeure. Upon the occurrence of any event of Force Majeure, Zillion may, at its option, fully or partially suspend delivery/performance of its obligations hereunder while such event or circumstance continues. If any of the events of Force Majeure will continue for a period exceeding one (1) month, Zillion may notify you that it will terminate the Agreement with immediate effect.
K. Variation. No variation of these Terms will be valid unless (a) expressly agreed to in writing and signed by authorised representative of Zillion; or (b) notified to you as provided in accordance with these Terms.
L. Stamp Duty, All stamp duty and registration fees (if any) in respect of these Terms will be fully borne and paid by you.
M. Governing Law. The applicable governing law and dispute resolution of these Terms is as set out in the Local Addendum.
Annex 1 DEFINITIONS
- 3PL: third party logistics provider.
- Additional Service: is defined in Clause 2(B)(b).
- Administrative Fee/Default Fee: the fee specified in Seller Centre and chargeable to you for non-compliance with these Terms, the Policies, applicable laws or for any reasonable cause.
- Affiliate: any entity directly or indirectly controlled by, or controlling, a Party or any affiliate or subsidiary thereof. As regards Zillion, Affiliate is deemed to include entities which are members of the Alibaba, Alipay and Zillion groups of companies.
- Annex: any annex to these Terms. The Annex(s) form(s) an integral part of these Terms.
- Buyer: a third-party, who purchases Product on the Platform.
- Buyer Contract: each Order by Buyer and accepted by Seller, which is governed by the Terms of Sale on Zillion.
- Cancellation Penalty: the charge applicable for a Cancelled Order. The Cancellation Penalty amount is as indicated in Seller Centre.
- Cancelled Order: an Order cancelled or rejected by you, or cancelled due to your lack of compliance with any provision of these Terms.
- Claims: liens, damages, losses, liabilities, obligations, penalties, fines, fees, claims, litigation, demands, defences, judgements, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including third party claims, reasonable attorney’s fees, consultants’ fees, experts’ fees and other costs of litigation).
- Commission: the percentage (as applicable at the time the Order is placed) of the Listing Price, as specified in Seller Centre.
- Confidential Information: any information proprietary to a party to these Terms or an Affiliate thereof, that is disclosed to the other party or an Affiliate thereof, whether marked as confidential or not, that should be considered confidential information under the circumstances. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was lawfully obtained and provided to the recipient by a third party.
- Consumption Tax: Any prevailing consumption tax, including but not limited to any Goods and Services Tax, Value Added Tax, Sales Tax and Service Tax, or its equivalent and as from time to time modified.
- Failed Delivery: an Order that is cancelled for unsuccessful delivery, for example due to: (i) the delivery address (either physical or email) provided by the Buyer or by Zillion being incorrect; (ii) where acceptance of delivery of the Product is required, the Buyer being unable to accept the Product; (iii) where the Product is a physical product, the Buyer refusing to accept the delivery of the Product in accordance with the Policies; or (iv) where the Buyer remains uncontactable after various attempts (the number of delivery attempts shall be determined by the relevant carrier).
- Fee: the service fee payable by you to Zillion in consideration for the provision of Services, which shall be calculated in accordance with Schedule A.
- Force Majeure: any event or cause beyond a Party’s reasonable control including but not limited to: (i) an act of God, explosion, flood, tempest, fire or accident; (ii) war or threat of war, sabotage, insurrection, civil disturbance or requisition, act of terrorism or civil unrest; (iii) Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; (iv) import or export regulations or embargoes; (v) interruption of traffic, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Zillion or Zillion Affiliates, or of a third party); and (vi) health epidemics declared by the World Health Organization.
- Fulfilled Buyer Contract: an Order the status of which is showing as “Delivered” in Seller Centre, or is otherwise deemed by Zillion as having been executed by you, including instalments thereof.
- Fulfilment Model: the model of Order fulfilment of physical Products and Product agreed to by the parties and as supplemented by the Logistics Services Agreement (if applicable).
- General Services: is defined in Clause 2(B)(a).
- Inadequate Product: any wrong, faulty, defective, damaged (excluding any Product damaged due to mishandling by Zillion, Zillion Affiliates, a Zillion contractor, or the Buyer), legally non-compliant Product, or a Product that has been publicly or privately recalled, in accordance with the law or the Policies.
- Intellectual Property Rights: all patents and copyright, moral rights, trade marks, design rights, rights in or relating to databases, and/or confidential information, rights in relation to domain names, and any other intellectual property rights (registered or unregistered) throughout the world.
- Late Payment Interest: is the interest payable by you on the overdue sum at the rate specified in the Local Addendum.
- ZCD: Zillion-coordinated Delivery (see explanation under Clause 5A and Annex 2).
- Listing Price: the price, including instalments, at which a Good is offered for sale to Buyers by Seller as indicated on the Platform at the time the Order is placed. For the avoidance of doubt, the Listing Price includes any tax applicable under applicable laws, and excludes any coupons or other discounts provided by Zillion to the Buyer.
- Local Addendum: Schedule B of these Terms, which sets out additional terms and conditions governing your use and access of the Platform in your country.
- Net Proceeds: the Sales Proceeds minus any sums owed by you under these Terms, or any other agreement entered into by the parties and subject to any chargeback, reversal, refund, withholding for anticipated claims and/or deduction, in accordance with these Terms or any other agreement entered into by the parties.
- Order: the request placed by a Buyer on the Platform for the purchase of a particular Good.
- Payment: payment of Net Proceeds made or to be made by Zillion to you.
- Payment Fee: a fee, calculated on the basis of a percentage of the Sales Proceeds, for payment processing services.
- Personal Data: any personal information as defined by the applicable personal data protection laws and regulations, pertaining, but not limited, to Zillion, Zillion Affiliates, or our respective officers, employees, directors, contractors, partners, agents, subcontractors and representatives, and Buyers.
- Platform: the Zillion platform on any of the following websites: www.Zillion.com or any other internet domain property of Zillion, and the Zillion Mobile Application available on mobile operating systems (including on iOS and Android), where Seller may list Products for sale under these Terms, and where Buyer(s) may buy such Products.
- Product: one (1), or several (if sold together under one Listing Price) good(s) or service(s) (as the case may be) offered for sale by Seller to Buyers pursuant to the Terms.
- Prohibited and Controlled Products: the Products which are listed as prohibited and controlled products in the Policies, including but not limited to Products which are illegal to be listed or sold under applicable laws and regulations.
- Returned Product: the return of a physical Product to Zillion by a Buyer in accordance with these Terms and/or the Policies, including Inadequate Products. You will retain, or take back from the Buyer as the case may be, ownership, title and risk (save, as regards to risk, where the Product is Fulfilled By Zillion and is under Zillion’s care) of all Returned Products.
- Sales Proceeds: the gross proceeds received from Buyers by Zillion (or its designated providers) on your behalf.
- Sales Traffic Activities: Additional Services consisting in: (i) Shop in Shop, which entails a set of specific design features on the Platform that enhance the visual representation of certain of your Products by means of a dedicated landing page; (ii) Search Engine Optimisation, which entails the bidding on relevant keywords related to the Products and/or you on electronic search engines; (iii) Social Media Sales Traffic Activities, which entails the promotion of the Products and/or you on the Platform or social media platforms; (iv) Banner services which entail the bidding on banners related to the Products or the Seller on electronic search engines; (v) Affiliate services, which entail advertising the Products or the Seller on a network of affiliates that work with Zillion; and/or (vi) other sales promotion services agreed to by the parties. For the avoidance of doubt, each of the Sales Traffic Activities are offered according to separate sets of T&Cs, which shall form part of the Policies.
- Schedule: any schedule to these Terms at the time of acceptance of these Terms and such other schedules that may be incorporated by publication or notification in writing by Zillion from time to time. The Schedule(s) form(s) an integral part of these Terms.
- Seller Account: an account which you have created with Zillion for access to the Platform and Tools, and by which the Sales Proceeds may be received.
- Seller Centre: any tool offered by Zillion to Seller, for the operation of Seller’s operations on the Platform and access to the Services and Tools available at [https://zilliongrocer.com/store-manager/].
- Seller Content: product information, text, images, and any other relevant and/or legally required information relating to the Products, including third party and your trademarks and other Intellectual Property Rights related materials.
- Services: the services provided by Zillion under these Terms, being the General Services and if applicable, the Additional Services.
- Shipping Cost: the fee charged by Zillion to Seller for Zillion-coordinated Delivery, as calculated based on the Shipping Fee Rate Card.
- Shipping Fee Rate Card: is as set out in Seller Centre.
- Terms: is defined in the preamble.
- Territory: means a country or territory within which the Products are intended to be sold pursuant to these Terms.
- Tools: any tools provided by Zillion to you in connection with your access to and use of the Services.
- Working Day: a day other than Saturday, Sunday, or a national or state public holiday in the Territory of your working premises.
Annex 2 (Zillion-coordinated Delivery)
These Zillion-coordinated Delivery terms shall apply and shall form part of the Terms of Seller (“Terms”), if the method of fulfilment of Orders is Zillion-coordinated Delivery.
General terms for Zillion-coordinated Delivery
- Logistics Services. Zillion (through Zillion Affiliate or third party(ies) assigned by Zillion) will provide delivery services to the Seller under Zillion-coordinated Delivery, in accordance with the Policies. You shall fulfil the order through and cooperate fully with the logistics service provider assigned by Zillion to carry out the delivery services. Zillion shall not be obliged to assist you to update the status of delivery on Seller Centre, nor shall Zillion be liable to you for any losses you suffer, in the event you do not fulfil the order using the delivery partner assigned by Zillion.
- Performance of Logistics Services. Zillion may use any method or route to perform Zillion-coordinated Delivery, including to sub-contract all or part of Zillion-coordinated Delivery to any sub-contractor which Zillion deems appropriate.
- Costs. Unless otherwise provided in the Terms, you shall be responsible for all costs incurred for shipping the Products. Any costs assessed against or incurred by Zillion in relation to shipping will be debited to you. If applicable and unless otherwise specified, you shall also be responsible for payment of all customs duties, and taxes and any other charges related to the shipping and custom clearance of Products.
- Import/Export. Zillion shall, under no circumstances, be listed as the importer, exporter, consignor or consignee in any export or import documentation. If Zillion is listed as the importer, exporter, consignor or consignee in any export or import documentation, Zillion shall have the right to refuse to accept the Product and/or cancel the Order covered by such documents and any costs assessed against or incurred by us will be deducted from amounts payable to you, or by other method at our election. If Zillion decides to support you with the completion of the import procedures of the carrier, Zillion may deduct from amounts payable to you, or by other method at our election, any applicable costs or fees or penalties.
- Restricted Destinations. Zillion may restrict the destinations to which you may ship Products. Zillion has no obligation to provide logistics services to collect or deliver Products to or from any PO Box, overseas address, addresses without proper postal codes, or any non-delivery locations set out in the Policies.
- Estimated Shipping Costs. Estimated shipping costs, if any, provided prior to shipment are not binding and you agree that you shall be liable for: (i) the actual shipping costs; or (ii) the estimated shipping costs, even if the carrier determines them to be lower than the estimate submitted to you.
- Title and Risk. Title of Products will remain with you until they have been transferred to the Buyer pursuant to the Buyer Agreement in the manner contemplated by the Terms. Except as expressly provided by these Terms, at no point in time will title to Products pass to Zillion or its sub-contractors (if any). Zillion or its sub-contractors shall not be or deemed to be the merchant on record of the Products. Risk of loss or damage of Products will remain with Zillion from the time the Products are picked up (as supported by records) until such time the Products are delivered to the Buyer, returned to you, or otherwise handled in accordance with the Terms or the Policies.
- Rejection/Re-package/Return of Products. Zillion (or Zillion’s 3PL) may reject or re-package (at your expense) any Products for the provision of Zillion-coordinated Delivery, and return such Products.
- Prohibited and Controlled Products. If your Products fall into any of the prohibited and controlled categories listed in the Policies, Zillion may reject such Products for Zillion-Coordinated Delivery, or provide such services to you subject to additional handling charges payable by you.
- Fee Deduction. Fees payable by you for Zillion-coordinated Delivery completed by each reconciliation cut-off date shall be deducted from the Sales Proceeds in your Seller Account. In the event the Sales Proceeds are repeatedly insufficient to pay the service fees payable to Zillion, Zillion may issue you an invoice for de, and you shall pay such invoiced amounts to Zillion within ten (10) Working Days from the date of the invoice.
- Lien. Zillion shall, subject to any applicable law, have a lien on any Products in Zillion’s possession for any Fees due and owing from you.
- Limitation of Liability. The total liability of Zillion to you if there is any loss or damage to Products which are the subject of Zillion-coordinated Delivery and where Zillion is responsible for the risk shall be limited to the replacement value of such Products, calculated in accordance with the Local Addendum, Provided that, if the loss or damage is caused by your instructions, you failing to comply with these Terms or the Policies, related to the decay of perishable Products, or otherwise directly or indirectly caused by you or your agents or contractors, Zillion shall not be liable for any such loss or damage. Any compensation payable to you under this Clause shall be the exclusive remedy available to you for any Claim arising out of Zillion-coordinated Delivery services.
- Carrier Information. You shall not use the carrier account information of Zillion, including, without limitation, carrier account number and shipping rates, for any purpose other than for the fulfilment of an Order, nor disclose such information to any third party, and you shall protect such information as Confidential Information.
Specific Terms for Zillion-coordinated Delivery
- You will prepare and the Order for Zillion’s pick-up from mutually agreed pick up points, according to the lead times specified in the Policies, provided that, where you fail to comply with the deadline, Zillion may modify the deadline and/or to cancel the Order.
- You shall stop or cancel any Orders if directed by Zillion. If Buyer has already been charged for such Orders, Zillion will execute refunds (and any adjustments) and credit the applicable Buyer account. You will reimburse us for all amounts credited and costs associated with the refund.
- Upon receiving Products that are the subject of an Order, Zillion will deliver the Products to the delivery address and designated recipient, in accordance with the Policies.
- You shall be responsible for, and bear all risk and liability for the sourcing, sale, packaging, labelling, product quality, and product warranties (if applicable) for all Products delivered using Zillion-coordinated Delivery, and you shall be responsible for all such claims in relation to such Products.
Schedule A: KEY COMMERCIAL (FEES)
A. Unless otherwise agreed in writing, Payments will be made by Zillion to you in accordance with the Policies. The Order status on Seller Centre may be subject to delays on weekends, public holidays, caused by third parties, or factors outside of Zillion’s reasonable control.
B. Fee: The Fee payable shall be calculated based on:
- the Commission calculated on the Listing Price;
- the Payment Fee; and,
- if applicable, any Shipping Cost, Cancellation Penalty, Administrative Fee/Default Fee, Additional Services Fee and/or such other fees as set out in the Policies.
For the avoidance of doubt, coupons or other unilateral discounts provided by Zillion to Buyers are not considered in the Fee calculation. Any taxes, including Consumption Tax, payable as regards the Services, will be imposed on top of the Fee and will be paid by you.
Zillion may set off any amounts owed by Zillion to you against any amounts owed by you to Zillion, including any such amounts under other accounts or shops owned by you.
2. Commission and Payment Fee
A. Commission rates are as indicated in Seller Centre. Zillion may provisionally reduce Commission rates for certain Products from time to time.
B. Zillion may provisionally update the Payment Fee from time to time. Payment Fee calculation is as set out in Seller Centre.
Schedule B: LOCAL ADDENDUM
This Local Addendum sets out additional terms and conditions governing your use and access of the Platform in your country. For the avoidance of doubt, this Schedule forms part of the Terms and has the same force and effect as if expressly set out in the body of the Terms. In the event of any conflict or inconsistency between this Local Addendum and other terms and conditions in the Terms, the provisions of this Local Addendum shall prevail.
|Section Reference||Additional Terms and Conditions|
|Addition of new clause under Clause 3G Sales Proceeds – Payment||Enquiry or Dispute. To the extent permitted by applicable laws, any enquiry or dispute about any Payment (excluding any claim in respect of Zillion-coordinated Delivery must be received by Zillion within 60 days from the Order delivery date, failing which, you waive the right to dispute such Payment. Any enquiry or dispute about any Payment shall be managed in accordance with prevailing Policies.|
|Clause 6B – Returns, Failed Deliveries and Inadequate Product||B. Refund of Commission. Zillion will refund you the Commission related to any Failed Delivery or Order returned for Buyer convenience in accordance with any relevant Policies on the Zillion Platform.|
|Clause 11 Liability – Limitations & Indemnification||Limitation period. To the extent permitted by applicable laws, any claim by you under the Terms must be notified to Zillion within 60 days from the date the cause of action arose. For the avoidance of doubt, Zillion will not be liable for any claim you make after said deadline. Any such claim shall comply with prevailing Policies. This Section 11 is not applicable to any claims that are relevant to Payment above and/or lost/damaged parcels in respect of Zillion-coordinated Delivery.|
|Clause 13MGoverning Law||This Agreement is governed by and shall be construed in accordance with the laws of Malaysia.|
|Clause 13MDispute Resolution||Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it, shall be referred to and finally resolved by arbitration administered by the Asian International Arbitration Centre (“AIAC”) under the AIAC Arbitration Rules. The seat of arbitration shall be Kuala Lumpur. The arbitration proceedings shall be conducted in English. Notwithstanding the foregoing, if either party believes that it may suffer irreparable harm prior to the resolution of any conflict by following the arbitration procedures, such party may apply to a court of competent jurisdiction for a restraining order or other equitable relief in order to prevent or alleviate such harm pending the arbitration.|
|Annex 1 Definition – Late Payment Interest||Zillion reserves the right to charge a Late Payment Interest of eight per cent (8%) per annum, calculated on daily basis from the date on which such money falls due for payment to the date such money is actually received by Zillion (as well as after judgment).|
|Addition to Annex 1 Definitions – ‘Replacement Value’||aaa. Replacement Value: The total liability of Zillion to the Seller for any loss or damage to Goods or Products under ZCD.|
|Addition to: i. Annex 2 – Zillion-coordinated Delivery, Para (k); and Adding Details for Replacement Value and Claim Period for Loss or Damage i. During Delivery (Zillion-coordinated Delivery model);||In the absence of any other specific agreement in writing between the Parties: a. Items lost or damaged during delivery by Zillion (applicable to ZCD scenarios) Replacement Value Replacement Value under this heading will be limited to the lower of: (i) RM400 (or such amount set out in the policies or Schedule A) per parcel (regardless of the number of Goods or Products in such parcel); OR (ii) The replacement value of such Goods or Products, which shall be the price net of the fee associated with the sale (Listing Price minus the Commission, the Payment Fee, shipping fee (if any) and applicable taxes that would have applied if the product had been sold to a Customer). Provided that, if the loss or damage is caused by the Seller’s instructions, the Seller failing to comply with the terms of this Agreement or the Policies, or related to the decay of perishable Goods, or otherwise directly or indirectly caused by Seller, its agents or contractors, Zillion will not be liable for any such loss or damage.|
Period for Raising Claims Any disputes or claims relating to any losses or damages under this section must be made by Seller within: (a) in cases of Product damage(s), 25 days from the date any Goods or Products was returned due to any damages; (b) in cases of any Goods or Product loss caused by any third party logistics provider, 25 days from the last updated status by any third party logistics provider.
|Annex 2 Zillion-coordinated Delivery – Paragraph (h)||(h) Prohibited and Controlled Products. If your Products fall into any of the prohibited and controlled categories listed in the Policies, Zillion may reject such Products for Zillion-coordinated Delivery, or provide such services to you subject to additional handling charges payable by you. Any loss or damage to any prohibited of controlled products shall be borne solely|
|Clause 5 – Fulfilment of Orders||Special Category of Goods Seller shall not cause any Goods or Products, that is required to be fulfilled on Delivery-by-Seller model only under the relevant Policy, to be delivered under ZCD model, unless otherwise agreed by the Parties in writing.|
|Additional Terms: Digital Goods Terms||The Digital Goods Terms (as defined and stated below) shall apply to the listing and sale of Digital Goods on the Platform and associated matters.|
DIGITAL GOODS TERMS
The terms relating to Digital Goods here (“Digital Goods Terms”) shall apply to listing and sale of Digital Goods on the Platform and associated matters.
1. Scope and Effect
A. “Digital Goods” means things, data or value that are delivered in an electronic format and which you list for sale or intend to list and sell to Buyers on and through the Platform; for the avoidance of doubt, the reference to Digital Goods also include bill payment and mobile phone fee top-up or other top-up payment services.
B. The Terms (including these Digital Goods Terms) shall apply to listing and sale of Digital Goods and associated matters. Except as otherwise provided, these Digital Goods Terms shall prevail over any other terms or conditions in the Terms, in the event of any conflict or inconsistency relating to your listing, sale and delivery of Digital Goods.
C. The Digital Goods Terms shall continue in force until the termination of the Terms, or the cessation of Zillion’s authorisation to you to list and sell Digital Goods on the Platform, whichever is the earlier.
2. Provisions Applicable to the Listing of Digital Goods on the Platform
A. You shall provide such information and assistance as may be reasonably requested by Zillion to facilitate the listing of Digital Goods on the Platform.
3. Provisions Applicable to the Sale of Digital Goods on the Platform
A. You shall fully comply with all applicable laws and regulations relating to your sale of Digital Goods to Buyers though the Platform (including but not limited to those relating to consumer protection, product standards and importation where applicable). If you violate this Clause, you shall indemnify and hold Zillion harmless for any damages, costs or and/or expenses arising out of such violation, and Zillion may, at our sole discretion, take any or all of the following or similar actions:
- your Digital Goods will be delisted or suspended from being sold on the Platform (including with immediate effect);
- your Seller Account on Zillion will be deactivated (including permanently and with immediate effect);
- your Seller Account will be withheld by Zillion, including all your outstanding payables; and/or
- you will be required to pay a penalty fee, the amount of which shall be determined by Zillion.
B. Where required under applicable laws, you shall be responsible for providing a warranty for Digital Goods.
C. Notwithstanding that the Buyer has already been charged for the Order or Zillion has already credited to your Seller Account the Payments, Zillion may make immediate refunds (and any adjustments) to the affected Buyers, or withhold payment for Buyer transactions, in any of the following events:
- where Zillion is required under the terms of its contract with the relevant third-party payment agent (such as PayPal) to make refunds of unauthorised payments (such as refunds required for payments made under circumstances involving fraudulent or unlawful activity or chargebacks that Zillion is required to give effect to pursuant to the terms of its contract with the relevant third-party payment agent);
- withdrawal of the Digital Goods by Zillion from being listed for sale on the Platform in relation to any regulatory non-compliance or dispute (threatened or actual and whether or not Zillion or you are parties thereto), including any Intellectual Property Rights claim;
- where Orders are stopped and/or cancelled in accordance with the terms of the Terms;
- where Zillion suspects you to be involved in misconduct, fraud or unlawful acts; or
- where Zillion so elects in accordance with the Terms or Digital Goods Terms.
D. Where Zillion has already credited to you Seller Account the Payments, the amounts refunded to the affected Buyers pursuant to Clause 3C of these Digital Goods Terms shall be recoverable by Zillion from you as a debt due from you, and Zillion will deduct such amount from amounts payable to you, or by other methods at Zillion’s election. Zillion may modify or discontinue the mechanism for processing returns and adjustments at any time without notice.
E. Without prejudice to Clause 3D of these Digital Goods Terms above:
- where you cancel an Order, Zillion shall be entitled to make immediate refunds to the affected Buyers and Zillion shall not be required to credit to your Seller Account the Payments in respect of such Order;
- where Zillion cancels an Order, an email will be sent to you to notify you of such cancellation. If you deliver the Digital Goods to the Buyer after Zillion’s notification of such cancellation, Zillion shall take no responsibility for such Order or any losses suffered or incurred in connection thereof. For the avoidance of doubt, Zillion shall not be required to recover or reverse refunds given to the Buyer (if any), credit to your Seller Account the Payments in respect of such Order, or retrieve or recover such Digital Goods delivered to the Buyer (including assisting or facilitating you in such retrieval or recovery);
- you shall not in any way question or dispute any action taken by Zillion in connection with any cancellation of the Order and agree that Zillion shall, in its sole discretion, be entitled to take any action in connection with any cancellation of the Order (whether by your or Zillion), including any refunds given to the Buyer;
- Where Zillion has already credited to your Seller Account the Payments for Orders cancelled pursuant to this Clause 3E of these Digital Goods Terms, the amounts refunded to the affected Buyers shall be recoverable by Zillion from you as a debt due from you, and Zillion will deduct such amount from amounts payable to you, or by other methods at Zillion’s election.
G. You shall promptly inform Zillion of any pattern of suspected fraudulent or other improper activity with respect to any of the Digital Goods that may result in a higher incidence of fraud or other impropriety associated with Orders, purchases and payments for the Digital Goods.
4. Provisions Applicable to the Fulfilment of Digital Goods
A. Parties agree that the order fulfilment model for all Digital Goods shall be “Delivery by Seller”.
B. Zillion and you shall respectively support the relevant customer services, including answering Buyer enquiries, depending on whether Buyer reaches out to Zillion or you (as the case may be).
C. You shall be solely responsible for, and bear all risk and liability in relation to the Digital Goods, including but not limited to: sourcing, storing, selling, delivery/fulfillment and providing warranty for Digital Goods; any non conformity or defect in, damage to, or claims regarding the Digital Goods; or any other loss of Digital Goods prior to receipt of Digital Goods by Buyer; except to the extent caused by:
- credit card fraud for which Zillion is responsible; or
- failure of Zillion to make available to the Seller information about the Order.
D. Zillion will provide you with information in relation to each Order for Digital Goods made through the Platform.
E. You shall be responsible for fulfilling all Orders for Digital Goods in the quantity sold through the Platform and/or as communicated by Zillion. All Orders will be final and may not be cancelled or revoked by you except as otherwise provided for in this Digital Goods Terms.
F. In the absence of any service level agreement specific to you, the delivery of any Digital Goods in respect of each Order will be fulfilled by you in accordance with the service levels published by Zillion from time to time (“Service Levels”). In the event that Zillion determines that there has been a breach of any of the Service Levels, Zillion shall be entitled to the service credits published by Zillion from time to time (“Service Credits”). Parties acknowledge that each Service Credit is a genuine pre-estimate of the loss likely to be suffered by Zillion and not a penalty. The imposition of Service Credits shall not prejudice any of the other rights or remedies available to Zillion under the Terms. Service Credits shall be reflected as a deduction from the amount due from Zillion to you in the next invoice due to be issued under the Terms after Zillion has become entitled to such Service Credits.
G. Following delivery of any Digital Good to any Buyer, you shall notify each of Zillion and the Buyer of such delivery in such manner as stipulated in the service levels between the Parties, or where the manner of notification is not stipulated, by issuing a confirmation notice to each of Zillion and the Buyer.
H. At no time shall title, risk, legal ownership or equitable ownership of any Digital Goods pass to Zillion. Upon your delivery of Digital Goods to Buyer, the title, risk and the legal and equitable ownership of such Digital Goods shall pass to the Buyer.
I. In the event that you are unable to fulfil any Order, Zillion shall be entitled to notify the relevant Buyer accordingly. You hereby acknowledge and accept full responsibility and liability for any and all claims arising out of or in connection with your breach of the Terms and/or inability to fulfil any Order, including without limitation, and any payment fees or charges that may be imposed on Zillion by any third-party payments provider.
J. Except where otherwise provided for in these Digital Goods Terms, Zillion shall not accept (without authorisation) the return of any Digital Goods from a Buyer, and shall not provide a refund for any purchase of a Digital Good to a Buyer.
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