Slickbuy Services Agreement
Welcome to Slickbuy Services, a suite of services for sellers: Selling on Slickbuy, Fulfilment By Slickbuy, and Transaction Processing Services.
THIS SLICKBUY SERVICES AGREEMENT (THE “AGREEMENT”) CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES AND IS AN AGREEMENT BETWEEN THE BUSINESS YOU REPRESENT AND SLICKBUY. BY REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS.
As used in this Agreement, “we,” “us,” and “Slickbuy” means the Slickbuy Contracting Party and any of its Affiliates, and “you” means the business (you represent) and any of its Affiliates. Capitalized terms have the meanings given to them in this Agreement. If there is any conflict between these General Terms and the Service Terms and Program Policies, the General Terms will govern and the Service Terms will prevail over the Program Policies.
To begin the enrolment process, you must complete the registration process. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable Law. As part of the application, you must provide us with your names, your business legal name, address, phone number and e-mail address, as well as any other information we may request. Any personal data you provide to us will be handled in accordance with Slickbuy’s Privacy Notice.
- Service Fee Payments.
To enter this agreement, you must first pay a once off non-refundable Selling on Slickbuy Admission Fees amounting to M600.00.
- Term and Termination.
The term of this Agreement will start on the date of your completed registration for use of a Service and continue until terminated by us or you as provided below. You may at any time terminate this Agreement immediately on notice to us via Seller Central, email, the Contact Us form, or similar means. We may terminate this Agreement for convenience with 30 days’ advance notice. We may suspend or terminate this Agreement immediately if we determine that (a) you have materially breached the Agreement and failed to cure within 7 days of a cure notice unless your breach exposes us to liability toward a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion; (b) your account has been, or our controls identify that it may be used for deceptive or fraudulent, or illegal activity; or (c) your use of the Services has harmed, or our controls identify that it might harm, other sellers, customers, or Slickbuy’s legitimate interests. We will promptly notify you of any such termination or suspension via email or similar means including Seller Central, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards. On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that (d) you will remain responsible for performing all your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination, and (e) Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 14, 15, and 16 of these General Terms survive.
You grant us a royalty-free, non-exclusive, worldwide right and license for the duration of your original and derivative intellectual property rights to use any and all of Your Materials for the Services or other Slickbuy product or service, and to sublicense the foregoing rights to our Affiliates; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Materials (provided you are unable to do so using standard functionality made available to you via Slickbuy Site); provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a license from you or your Affiliates under applicable Law.
Each party represents and warrants that: (a) the business is duly organized, validly existing and in good standing under the Laws of Lesotho; (b) it has all requisite right, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and authorizations in this Agreement; (c) any information provided or made available by one party to the other party or its Affiliates is at all times accurate and complete; (d) it is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party; and (e) it will comply with all applicable Laws in performance of its obligations and exercise of its rights under this Agreement.
6.1 Your indemnification obligations. You will defend, indemnify, and hold harmless Slickbuy, and our officers, directors, employees, and agents, against any third-party claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to (a) your non-compliance with applicable Laws; (b) Your Products, including the offer, sale, fulfilment, refund, cancellation, return, or adjustments thereof, Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death (to the extent the injury or death is not caused by Slickbuy), or property damage related thereto.
6.2 Slickbuy’s indemnification obligations. Slickbuy will defend, indemnify, and hold harmless you and your officers, directors, employees, and agents against any third-party Claim arising from or related to: (a) Slickbuy’s non-compliance with applicable Laws; or (b) allegations that the operation of Slickbuy infringes or misappropriates that third party’s intellectual property rights.
6.3 Process. If any indemnified Claim might adversely affect us, we may, to the extent permitted by applicable Law, voluntarily intervene in the proceedings at our expense. No party may consent to the entry of any judgment or enter any settlement of an indemnified Claim without the prior written consent of the other party, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects that party.
- Disclaimer & General Release.
7.1. THE SLICKBUY SERVICES, INCLUDING ALL CONTENT, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED “AS-IS.” AS A USER OF THE SERVICES, YOU USE THE SLICKBUY SITE, THE SERVICES, AND SELLER CENTRAL AT YOUR OWN RISK. EXCEPT THOSE SET FORTH IN SECTION 5 ABOVE, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES DISCLAIM: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SLICKBUY SITES AND THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS.
7.2. BECAUSE SLICKBUY IS INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND SELLERS, IF A DISPUTE ARISES, THEY WILL BE RESOLVED BY SLICKBUY (AND ITS AGENTS AND EMPLOYEES)
- Limitation of Liability.
WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY, OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PORDERIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF SLICKBUY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES.
- Confidentiality and Personal Data.
During your use of the Services, you may receive Confidential Information. You agree that for the term of the Agreement and 5 years after termination: (a) all Confidential Information will remain Slickbuy’s exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not otherwise disclose Confidential Information to any other Person except as required to comply with the Law; (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and (e) you will retain Confidential Information only for so long as its use is necessary for participation in the Services or to fulfil your statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfilment of statutory obligations. The foregoing sentence does not restrict your right to share Confidential Information with a governmental entity that has jurisdiction over you, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission or misrepresent or embellish the relationship between us in any way. You may only use the “Available at Slickbuy” badge as defined in and according to the Trademark Usage Guidelines available in Seller Central; you may not use our name, trademarks, or logos in any way (including in promotional material) not covered by the Trademark Usage Guidelines without our advance written permission.
Generally, you may not use customer personal data in any way inconsistent with applicable Law. You must always keep customer personal data confidential (the above 5 years’ term limit does not apply to customer personal data).
- Force Majeure.
We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events, or other matters beyond our reasonable control.
- Relationship of Parties.
Subject to the Transaction Processing Service Terms, you and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all the representations, warranties, covenants, conditions, and provisions in this Agreement are intended to be and are for the sole and exclusive benefit of Slickbuy, you, and customers. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section.
- Suggestions and Other Information.
If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to Slickbuy Site or Service (including any related Technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. To cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content. If we make suggestions on using the Services, you are responsible for any actions you take based on our suggestions.
13.1. We will provide at least 15 days’ advance notice in accordance with Section 18 for changes to the Agreement.
13.2 However, we may change or modify the Agreement at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to the Services (where this does not materially adversely affect your use of the Services); or (c) to restrict products or activities that we deem unsafe, inappropriate, or offensive. We will notify you about any change or modification in accordance with Section 18.
13.3 Your continued use of the Services after the effective date of any change to this Agreement in accordance with this Section 15 will constitute your acceptance of that change. If any change is unacceptable to you, you agree not to use the Services and to end the Agreement as described in Section 3.
- Password Security.
Any password we provide to you may be used only during the Term to access Seller Central (or other tools we provide, as applicable) to use the Services, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.
You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported, or transmitted, any commodities, to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by any applicable government authority.
The Governing Laws will govern this Agreement, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. Slickbuy and you both consent that any dispute with Slickbuy or its Affiliates or claim relating in any way to this Agreement or your use of the Services will be resolved by binding arbitration as described in this paragraph, rather than in court, except that you or we may bring suit in the Governing Courts, submitting to the jurisdiction of the Governing Courts and waiving our respective rights to any other jurisdiction, to enjoin infringement or other misuse of intellectual property rights. Slickbuy and you each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration Slickbuy and you each waive any right to a court trial.
You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt to assign or otherwise transfer in violation of this section is void; provided, however, that upon notice to Slickbuy, you may assign or transfer this Agreement, in whole or in part, to any of your Affiliates if you remain liable for your obligations that arose prior to the effective date of the assignment or transfer under this Agreement. You agree that we may assign or transfer our rights and obligations under this Agreement: (a) in connection with a merger, consolidation, acquisition, or sale of all or substantially all our assets or similar transaction; or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Slickbuy as the party to this Agreement. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates. Slickbuy retains the right to immediately prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by applicable Program Policies. Because Slickbuy is not your agent (except for the limited purpose set out in the Transaction Processing Service Terms), or the customer’s agent for any purpose, Slickbuy will not act as either party’s agent in connection with resolving any disputes between participants related to or arising out of any transaction.
Slickbuy will provide notice to you under this Agreement by posting changes to Seller Central or to the applicable Slickbuy Services site to which the changes relate, by sending you an email notification, or by similar means. You must send all notices and other communications relating to Slickbuy to our Selling Partner Support team via Seller Central, email, the Contact Us form, or similar means. We may also communicate with you electronically and in other media, and you consent to such communications. You may change your e-mail addresses and certain other information in Seller Central, as applicable. You will ensure that all your information is up to date and accurate at all times.
If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings.
As used in this Agreement, the following terms have the following meanings:
“Affiliate” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.
“Slickbuy Contracting Party” means the party outlined below.
Selling On Slickbuy Service: Slickbuy Contracting Party.
Fulfilment By Slickbuy Service: Slickbuy Contracting Party.
Transaction Processing Service: Chaperone C-Pay.
“Slickbuy Site” means, the LS Slickbuy Site.
“LS Slickbuy Site” means the website, the primary home page of which is identified by the URL www.slickbuy.co.ls, and any successor or replacement of such website.
“Confidential Information” means information relating to us, to the Services, or Slickbuy customers that is not known to the general public including, but not limited to, any information identifying or unique to specific customers; reports, insights, and other information about the Services; data derived from the Services except for data (other than customer personal data) arising from the sale of your products comprising of products sold, prices, sales, volumes and time of the transaction; and technical or operational specifications relating to the Services. For the purposes of this Agreement, customer personal data always constitutes Confidential Information.
“Content” means copyrightable works under applicable Law and content protected by database rights under applicable Law.
“Excluded Products” means the items described on the applicable Restricted Products pages in Seller Central, any other applicable Program Policy, or any other information made available to you by Slickbuy.
“Governing Courts” means the applicable one of the following:
The courts of Lesotho.
“Governing Laws” means the applicable one of the following:
The laws of Lesotho.
“Intellectual Property Right” means any patent, copyright, Trademark, domain name, moral right, trade secret right, or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation, or infringement of any of the foregoing.
“Law” means any law, ordinance, rule, regulation, order, license, permit, judgment, decision, or other requirement, now or in the future in effect, of any governmental authority.
“Local Currency” means the following:
“Order Information” means, with respect to any of Your Products ordered through a Slickbuy Site, the order information that we provide or make available to you.
“Person” means any individual, corporation, partnership, limited liability company, governmental authority, association, joint venture, division, or other cognizable entity, whether having distinct legal existence.
“Program Policies” means all policies and program terms provided on the Program Policies page.
“Sales Proceeds” means the gross proceeds from any of Your Transactions.
“Seller Central” means the online portal and tools made available by Slickbuy to you, for your use in managing your orders, inventory, and presence on Slickbuy Site.
“Service” means each of the following services: Selling on Slickbuy, Fulfilment By Slickbuy, and the Transaction Processing Services, together in each case with any related services and materials we make available.
“Service Terms” means the service terms applicable to each Service, which are made part of this Agreement upon the date you elect to register for or use the applicable Service, and any subsequent modifications we make to those terms.
“Technology” means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles, and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology, or other functional item.
“Trademark” means any trademark, service mark, trade dress (including any proprietary “look and feel”), trade name, other proprietary logo or insignia, or any other source or business identifier, protected or protectable under any Laws.
“Your Materials” means Your Trademarks, Content, Your Product information, data, materials, and other items or information provided or made available by you or your Affiliates to Slickbuy or its Affiliates.
“Your Personnel” means any third party warranting, administering, or otherwise involved in the offer, sale, performance, including any of your employees, representatives, agents, contractors, or subcontractors.
“Your Product” means any product or service that you have offered through the Selling on Slickbuy Service.
“Your Sales Channels” means all sales channels and other means through which you or any of your Affiliates offers products or services, other than physical stores.
“Your Trademarks” means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.
“Your Transaction” means any sale of Your Product(s) through Slickbuy.
Selling on Slickbuy Service Terms
The Selling on Slickbuy Service (“Selling on Slickbuy”) is a Service that allows you to offer certain products directly on Slickbuy.
These Selling on Slickbuy Service Terms are part of the Agreement, but, unless specifically provided otherwise, concern and apply only to your participation in Selling on Slickbuy. BY REGISTERING FOR OR USING THE SELLING ON SLICKBUY SERVICE, YOU (ON BEHALF OF THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE AGREEMENT, INCLUDING THESE SELLING ON SLICKBUY SERVICE TERMS.
S-1 Your Product Listings and Orders.
S-1.1 Products and Product Information. You will list accurate and complete Product Information for each product that you offer through Slickbuy and promptly update that information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Products (including packaging) will comply with all applicable Laws (including all minimum age, marking, and labelling requirements) and do not contain any sexually explicit, defamatory, or obscene materials. You may not provide any information for, or otherwise seek to offer any Excluded Products on Slickbuy Site; or provide any URL Marks for use, or request that any URL Marks be used, on Slickbuy.
S-1.2 Product Listing; Merchandising. We will enable you to list Your Products on Slickbuy and conduct merchandising and promote Your Products in accordance with the Agreement. We may use mechanisms that allow shoppers to rate your performance as a seller and Slickbuy may make these ratings and feedback publicly available. We will provide Order Information to you for each order of Your Products through the Slickbuy, e-mail and SMS. Our Affiliate: Chaperone C-Pay, will also receive all Sales Proceeds on your behalf and will have exclusive rights to do so and will remit them to you in accordance with these Selling on Slickbuy Service Terms.
Slickbuy requires you to also list products that it promotes and conduct merchandising. Those products will be of good quality. This request will only apply on our site but not at your physical store or through other sales channels. It will be your sole discretion to sell them at your physical stores or through other sales channels. Slickbuy also requires you to promote those products.
S-1.3 Credit Card Fraud. We will bear the risk of credit card fraud (i.e., a fraudulent purchase arising from the theft and unauthorized use of a third party’s credit card information) occurring in connection with Transactions.
S-2 Sale and fulfilment; Refunds and Returns.
S-2.1 Sale and fulfilment. Other than as described in the Fulfilment By Slickbuy Service Terms for use of the Selling on Slickbuy Service, you will: (a) source, offer and sell Products, in each case in accordance with the terms of the applicable Order Information, this Agreement, and all terms provided by you or us and displayed on Slickbuy at the time of the order and be solely responsible for and bear all risk for those activities; (b) package each of Your Products in a commercially reasonable manner (sealed paper bags or boxes) complying with all applicable packaging and labelling requirements and avail orders on or before your specified time.
S-2.2 Returns and Refunds. The Slickbuy Refund Policies for Slickbuy will apply to Your Products. All returned products will be at your expense. You will replace products or refund customers at a convenient time.
S-3 Delivery Errors. You are responsible for any non-performance or other mistake or act in connection with the availability of Your Products, except to the extent caused by: (a) credit card fraud for which we are responsible under Section S-1.3; or (b) our failure to make available to you Order Information as it was processed by us.
Slickbuy will generate a 1.5% markup on the subtotal amout of items selected by the client including delivery fee where opted and add it to total value the client will pay.
S-5 Slickbuy’s Website and Services.
Slickbuy has the right to determine, the design, content, functionality, availability and appropriateness of its website, selection, and any product or listing in the Slickbuy Stores, and all aspects of each Service, including your use of the same. Slickbuy may assign any of these rights or delegate any of its responsibilities.
Selling on Slickbuy Definitions
“Slickbuy-Fulfilled Products” means any of Your Products that are fulfilled using the Fulfilment By Slickbuy Service.
“Purchase Price” means the total amount payable or paid for Your Product (including referral fees).
“Required Product Information” means, with respect to each of Your Products in connection with a Slickbuy Site, the following: (a) description, including as applicable, location-specific availability and options, scheduling guidelines and service cancellation policies; (b) SKU and UPC/EAN/JAN numbers, and other identifying information as Slickbuy may reasonably request; (c) information regarding in-stock status and availability; (d) categorization within each Slickbuy product category and browse structure as prescribed by Slickbuy from time to time; (e) digitized image that accurately depicts only Your Product, complies with all Slickbuy image guidelines, and does not include any additional logos, text or other markings; (f) Purchase Price (including Slickbuy Referral Fees); (g) any text, disclaimers, warnings, notices, labels, warranties, or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising, or sale of Your Product; (h) brand; (i) model; (j) product dimensions; (k) weight; (l) a delimited list of technical specifications; (m) any other information reasonably requested by us (e.g., the condition of used or refurbished products and other documentation demonstrating the safety and authenticity of Your Products).
“Your Transaction” is defined in the General Terms of this Agreement; however, as used in these Selling on Slickbuy Service Terms, it means any and all such transactions through Selling on Slickbuy only.
Fulfilment By Slickbuy Service Terms
Fulfilment By Slickbuy (“FBS”) provides fulfilment and associated services for Your Products.
These FBS Service Terms are part of the Agreement, and, unless specifically provided otherwise, concern and apply only to your participation in FBS. BY USING FBS, YOU (ON BEHALF OF THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE AGREEMENT, INCLUDING THESE FBS SERVICE TERMS. You expressly agree to use the Slickbuy Delivery System in order to complete one or more of the fulfilment and associated services outlined below.
F-1 Your Products
Your Products must be legal and harmless to customers.
You will avail all orders within a specified time given by you to our delivery guys to deliver.
As part of fulfilment services, we will attach our delivery guys in your delivery system. You will assign orders to them to deliver. You will also receive delivery fees which you will remit to our delivery guys every morning by C-Pay to C-Pay merchant transaction. Delivery fee will be set by us and will be default to every store. Orders should be packaged in boxes or paper bags, sealed and labelled.
F-4 Customer Returns
You will be responsible for and will accept returns (except in a case where errors are done by us).
F-5 Returns to You
At any time, Orders will be returned to you.
F-6 Customer Service
If or when the wrong item was delivered or the item was damaged or is missing, you will: (i) deliver a replacement Order to the customer, or (ii) process a refund to the customer. Any customer refund will be processed in accordance with the Selling on Slickbuy and the Transaction Processing Service Terms.
In addition to your obligations under Section 6 of the General Terms of this Agreement, you also agree to indemnify, defend, and hold harmless us, our Affiliates, and our and their respective officers, directors, employees, representatives, and agents against any Claim that arises from or relates to: (a) the Orders (whether or not title has transferred to us, and including any Order that we identify as yours pursuant to Section F-4), including any personal injury, death, or property damage; (b) any sales, use, value added, personal property, gross receipts, excise, franchise, business, or other taxes or fees, or any customs, duties, or similar assessments (including penalties, fines, or interest on any of the foregoing) imposed by any government or other taxing authority in connection with the delivery of Foreign-Eligible Products to Foreign Addresses (collectively, “Foreign Delivery Taxes”).
You, on behalf of yourself and any successors, subsidiaries, Affiliates, officers, directors, shareholders, employees, assigns, and any other person or entity claiming by, through, under, or in concert with them (collectively, the “Releasing Parties”), irrevocably acknowledge full and complete satisfaction of and unconditionally and irrevocably release and forever fully discharge Slickbuy and each of our Affiliates, and any and all of our and their predecessors, successors, and Affiliates, past and present, as well as each of our and their partners, officers, directors, shareholders, agents, employees, representatives, attorneys, and assigns, past and present, and each of them and all Persons acting by, through, under, or in concert with any of them (collectively, the “Released Parties”), from any and all claims, obligations, demands, causes of action, suits, damages, losses, debts, or rights of any kind or nature, whether known or unknown, suspected or unsuspected, absolute or contingent, accrued or unaccrued, determined or speculative (collectively, “Losses”) which the Releasing Parties now own or hold or at any time have owned or held or in the future may hold or own against the Released Parties, or any of them, arising out of, resulting from, or in any way related to the delivery, export, or delivery of Your Products to Foreign Addresses, including any tax registration or collection obligations. You, on behalf of yourself and all other Releasing Parties, recognize that you, and each of them, may have some Losses, whether in tort, product liability, contract, warranty, or otherwise, against the Released Parties of which you, or any of them, are totally unaware and unsuspecting, or which may arise or accrue after the date you use FBS, which the Releasing Parties are giving up by agreeing to these FBS Service Terms. It is your intention in agreeing to these FBS Service Terms that these FBS Service Terms will deprive the Releasing Parties of each and all such Losses and prevent the Releasing Party from asserting any such Losses against the Released Parties, or any of them.
IN ADDITION TO THE DISCLAIMER IN SECTION 7 OF THE GENERAL TERMS OF THIS AGREEMENT, WE DISCLAIM ANY DUTIES OF A BAILEE OR WAREHOUSEMAN, AND YOU WAIVE ALL RIGHTS AND REMEDIES OF A BAILOR (WHETHER ARISING UNDER COMMON LAW OR STATUTE OR OTHERWISE), RELATED TO OR ARISING OUT OF ANY POSSESSION, STORAGE, OR DELIVERY OF YOUR PRODUCTS BY US OR OUR AFFILIATES OR ANY OF OUR OR THEIR CONTRACTORS OR AGENTS.
F-10 Effect of Termination
Your termination rights are set forth in Section 3 of this Agreement. Following any termination of the Agreement or these FBS Service Terms, we will, terminate the system after we have confirmed that all orders are delivered. Upon any termination of these FBS Service Terms, all rights and obligations of the parties under these FBS Service Terms will be extinguished, except that the rights and obligations of the parties under Sections F-1, F-2, F-3, F-4, F-5, F-6, F-7, F-8, and F-9.
F-11 Additional Representation
In addition to your representations and warranties in Section 5 of the General Terms of this Agreement, you represent and warrant to us that: (a) you have valid legal title to all Orders and all necessary rights to avail the Orders and to perform under these FBS Service Terms; (b) you will avail all Orders in new condition (or in such condition otherwise described by you in the applicable Your Product listing) and in a merchantable condition; (c) all Orders and their packaging will comply with all applicable marking, labelling, and other requirements required by Law; (d) no Order is or will be produced or manufactured, in whole or in part, by child labour or by convict or forced labour; (e) you and all of your subcontractors, agents, and suppliers involved in producing or delivering Orders will strictly adhere to all applicable Laws, Orders are produced or delivered, regarding the operation of their facilities and their business and labour practices, including working conditions, wages, hours, and minimum ages of workers; and (f) that all Foreign-Eligible Products can be lawfully exported without any license or other authorization.
“Slickbuy Fulfilment Orders” means Orders fulfilled using FBS that are sold through Slickbuy. For avoidance of doubt, if you have successfully used both the FBS and Selling on Slickbuy Services, then the term “Slickbuy Fulfilment Orders” and the defined term “Slickbuy Fulfilled Products” in the Selling on Slickbuy Service Terms both refer to the same items.
“FBS Excluded Product” means any Order that is an Excluded Product or is otherwise prohibited by the applicable Program Policies.
“Sellable Order” means an Order that is not an Unsuitable Order.
“Seller Agreement” means the Selling on Slickbuy Service Terms, the Marketplace Participation Agreement, any successor to any of these agreements, or any other similar agreement (as determined by Slickbuy) between you and us that permits you to offer products via Slickbuy.
“Delivering Information” means with respect to any purchased Order(s), the following information: the name of the recipient, the delivering address, the quantity of Orders to be delivered, and any other delivering-related information.
“Order” means an Order of Your Product(s) that you deliver to customers immediately after receiving the order information.
Transaction Processing Service Terms
BY REGISTERING FOR SELLING ON SLICKBUY, YOU (ON BEHALF OF THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THESE TRANSACTION PROCESSING SERVICE TERMS FOR THAT SERVICE.
P-1 Payments Processing Agency Appointment
You authorize Slickbuy’s affiliate Chaperone C-Pay to act as your agent for purposes of processing payments and receiving on your behalf, remitting Sales Proceeds to your Chaperone C-Pay Merchant Account in accordance with this Agreement.
Subject to Section 2 of the General Terms of this Agreement, Slickbuy’s affiliate Chaperone C-Pay will remit funds to you in accordance with Section S-5 of the Agreement and these Transaction Processing Service Terms.
P-3 Your Funds
Your Sales Proceeds will be remitted to you immediately after being processed. Your funds will not be held in any Slickbuy account. You will not receive interest or any other earnings on any Sale Proceeds.
We may at any time require you to provide any financial, business, or personal information we request to verify your identity. The Slickbuy Payments Privacy Notice applies to transactions processed by Slickbuy’s affiliate PayFast Payments, Inc.
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