Linkeddup Supplier / Merchant

Terms and Conditions

This document is an electronic record generated by a computer system and only require digital signatures.

GENERAL TERMS

1. Scope

2. Interpretation & Definitions

3. Access to Platform and Seller Center

4. Featuring Products on The Platform

5. Seller Performance

6. Seller Obligations to Customer Service

7. Commission

8. Payments

9. Warranties

10. Intellectual Property

11. Confidentiality

12. Indemnification

13. Limitation of Liability

14. Force Majeure

15. Duration & Termination

16. Assignment

17. Notices

18. Relationship of The Parties

19. Modifications

20. Miscellaneous

GENERAL TERMS

1. SCOPE

1.1. Linkeddup is in the business of providing services to facilitate Product Vendors, Suppliers, Wholesalers, retailers and service providers via its online marketplace at www.Linkeddup.com - a platform that enables Customers and Sellers to transact online. The Seller wishes to sell Products on the online marketplace platform provided by Linkeddup.

1.2. The Seller is willing to sale his products and services online through Linkeddup web portal under the terms & conditions set hereunder.

1.3. Seller agrees that customer satisfaction is the ultimate interest responsible for guiding the commercial actions and behavior of both Parties.

1.4. Every transaction of the Seller on Linkeddup platform is bounded to the acceptance of the terms of this agreement as well as the details, annexes, appendices, platform policies mentioned in this agreement and/or available on Linkeddup. This agreement will be considered valid as soon as it is electronically accepted by the Seller.

1.5. The service provided by Linkeddup is limited to referring customers to the Seller and providing customer support on their behalf. Any additional marketing services required by the seller for execution of customer orders can be hired from AmPak ConSol that is strategic partner of Linkeddup for vendor registration and management.

1.6. Linkeddup may use the services of subcontractors to execute any part of the present agreement or any kind of future services made available to the Seller without any prior intimation.

1.7. Any reference in this Agreement to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted, or extended at the relevant time.

1.8. The platform policies are to be read into and incorporated as an integral part of this agreement. Due to constant improvement of Linkeddup’ services, platform policies will evolve and change over time (with notice to the Seller). The Seller’s use of the platform and access to the seller center is subject to this agreement and the latest platform policies available on Linkeddup.

1.9. In order to maintain its reputation for quality and high service standards, Linkeddup reserves the right to delist the Seller and to terminate the relationship with the Seller based on Linkeddup’ internal quality assessment of the Seller as governed by Linkeddup’ Customer Protection Policy.

1.10. Notwithstanding any clauses in this agreement, this contract is to be read in line with the Seller Code of Conduct. Any breach in the Seller Code of Conduct would automatically constitute a breach of contract within this agreement. In any event where the Seller Code of Conduct is amended, Linkeddup shall inform the seller of the said amendment.

2. INTERPRETATION & DEFINITIONS

2.1. In this agreement, the words and expressions below shall have the following meanings:

3. ACCESS TO PLATFORM AND SELLER CENTER

3.1. After going through and successfully completing the Signup Process, Linkeddup shall provide the Seller with a unique username and password to access the Seller Center and complete the registration process.

3.2. The Seller is responsible for maintaining up to date information pertaining to their business on Seller Center such as, but not limited to, address and bank account number. Linkeddup is not responsible for any liability arising from incorrect information supplied by the Seller.

3.3. The Seller shall be solely responsible for the safety and security of its password and shall not disclose its password to any third party. The Seller is solely responsible for any use of or action taken under the password and shall fully indemnify Linkeddup from any damages or injury resulting from any unauthorized use of its password.

3.4. Any correspondence or communication received through the Seller Center and/or appointed email address shall be presumed to originate from and have been made with the approval of the Seller and Linkeddup shall be entitled to rely on such correspondence or communication.

3.5. Every message sent to the Seller through his registered email in the Seller Center account or via Seller Center which did not receive an answer or written objection within 72 hours will be worth agreement between Linkeddup and the Seller.

3.6. The Seller shall complete a training module to be ready for operating on the Platform. The seller must pass this training and implement the learnings in their operations to start selling via Linkeddup.

4. FEATURING PRODUCTS ON THE PLATFORM

4.1. Linkeddup shall feature the Seller’s Products on the Platform for sale at the given Listed Price. The Platform shall show the Product as being sold by the Seller and not by Linkeddup.

4.2. The way the Products are featured on the Platform and its placement on the Platform shall be the sole responsibility of and at the discretion of Linkeddup.

4.3. Any particular Product(s) featured on the Platform may be delisted by Linkeddup if sale of that Product would contravene any law or the Seller breaches any of its obligations under this agreement and in such case, the Seller shall be notified immediately.

4.4. Seller shall provide Linkeddup with the Required Product Information in the prescribed format available in Seller Center. This information must be true and in line with the actual physical Product. The Seller will be responsible for listing their own products.

4.5. Linkeddup reserves the right to use, reproduce, modify, adapt, publish, translate, create and distribute any content that the Seller provides.

4.6. Where a Customer places an order for purchasing a Product through the Platform, it shall be deemed to be an acceptance of the Seller’s offer to sell the Product and a binding contract shall come into force between the Customer and the Seller. The order is considered legally confirmed once the item is dispatched by the seller. The terms of the contract are offered by the Seller and are agreed to by the Customer and have no relation with LBL Marketplace.

4.7. Linkeddup will not be responsible for, resolve or mediate any disputes between the Seller and a Customer.

4.8. All Contracts entered into between the Seller and a Customer shall be subject to this agreement and in the case of any conflict between this agreement and the Contract or any document included in the Product(s) sent to a Customer or implied by trade practice or course of dealing, this agreement shall prevail.

5. SELLER PERFORMANCE

5.1 The Seller agrees to respect and follow Linkeddup to operate their online shop smoothly and avoid the consequences of breaching the policy.

5.2. The Seller agrees to respect and follow Linkeddup Customer Protection Policy. If any changes occur in the policy, the Seller will be informed via email.

5.3. Linkeddup measures Seller performance on an ongoing basis and will share a weekly performance report with the ops score of the respective Seller:

5.3.1. Linkeddup will rank the Seller based on performance.

5.3.2. Linkeddup may, at any time, delist, downgrade or upgrade the Seller depending on commercial and operational performance without any prior notice to the Seller.

5.3.3. Upon delisting, the Seller may need to go through the training module again in order to re-list on Linkeddup’ Platform. Linkeddup retains the right to blacklist Sellers who repeatedly breach delisting thresholds and retains sole discretion on how the re-listing process in managed.

6. SELLER OBLIGATIONS TO CUSTOMER SERVICE

6.1. LBL Marketplace may forward questions or complaints received by LinkeddupCustomer Service department regarding any sold Product(s) to the Seller. The Seller shall be obliged to respond to Linkeddup on all such questions or complaints within forty-eight (48) hours of the receipt of such questions or complaints.

6.2. On receiving Seller’s response to any question or complaint, Linkeddup shall promptly forward the response to the Customer.

6.3. If a Seller fails to respond to any question or complaint within forty-eight (48) hours of receiving the same, the Seller or any of its Products may be de-listed from the Platform without further notice.

7. COMMISSION

7.1. As a service provider for the Seller, Linkeddup shall be entitled to receive a commission for the sale of each Product on the Platform, as agreed upon.

7.2. Commissions are calculated as a percentage of tax inclusive sales price.

8. PAYMENTS

8.1. Seller shall receive all payments for Products purchased on the Platform directly or through any service provider or any sub-contractor assigned by Linkeddup. Linkeddup will not be involved in any financial transaction between the seller and customer.

8.2. The seller will process the Linkeddup commission to the Bank Account via online transaction provided by Linkeddup, within 48hours the order is received by the customer.

8.3. Linkeddup will ensure payment statements are available on the Seller Center with all relevant payment information.

8.4. Payment Policy may vary for International Customers other than USA.

8.11. The Seller shall be responsible for payment of all custom duties, sales tax, excise tax, value-added tax and any other duties, excess, fees or charges of whatsoever nature which may be imposed by governing authorities of any jurisdiction applicable in connection with sale or supply of its Products on the Platform and their purchase by Customers. It is clarified that the Seller shall be solely responsible for the payment of any sales tax on the supply of these Products to the Customer through the Platform and Linkeddup shall have no liability in this regard.

9. WARRANTIES

9.1. The Seller warrants to Linkeddup that all its Products sold on the Platform, whether manufactured, imported or otherwise produced or provided by the Seller or others, will:

9.1.1. Strictly conform to the specifications, drawings, samples, performance criteria, and other descriptions referred to or provided on the Platform;

9.1.2. Be of merchantable quality and fit for the purpose(s) intended; and

9.1.3. Have all relevant regulatory permits and licenses, and conform to all applicable laws, ordinances, codes and regulations.

9.2. The Seller furthermore warrants and represents to Linkeddup that:

9.2.1. It is competent to enter into this agreement and any Contract and its entry into this agreement and any Contract and the performance thereof have been duly authorized by all necessary corporate action and constitutes a valid and binding agreement of the Seller, enforceable against the Seller in accordance with the terms thereof.

9.2.2. The Products and their packaging will comply with all applicable marking and labeling requirements.

9.2.3. None of the Products have been or will be produced or manufactured, in whole or in part, by child labor or by convict or forced labor.

9.2.4. It and its subcontractors, agents and suppliers involved in producing or delivering the Products will strictly adhere to all applicable laws of countries where the Products are produced or delivered, regarding the operation of their facilities and their business and labor practices, including without limitation working conditions, wages, hours and minimum ages of workers.

9.2.5. All customs duties, excises tax and any other tax on the import, manufacture or production of the Products have been duly paid.

9.2.6. It is legally entitled and permitted to sell the Products that it is listing.

9.2.7. The Products are not dangerous and do not contain any hazardous substance, contraband, explosives, or any kind of prohibited material as per law.

9.2.8. It will package and ship all Products in accordance with all applicable laws and the Seller shall be solely responsible for any violation of law and will indemnify Linkeddup against the consequences of any such violation.

9.2.9. All information, including but not limited to all information furnished to Linkeddup with regards to the Products is accurate and up to date.

9.2.10. It shall not host, display, upload, modify, publish, transmit, update or share any information which infringes any patent, trademark, copyright, proprietary rights, third party’s trade secrets, rights of publicity, or privacy, is fraudulent or involves the sale of counterfeit or stolen items.

9.2.11. All formal consents, waivers, approvals, authorizations, exemptions, registrations, licenses or declarations of or by or filing with, any authority or contracting party which are required to be made or obtained by the Seller in connection with the entry into this agreement or any Contract and the performance of the same, have been duly obtained.

9.2.12. The entry, delivery and performance of this agreement or any Contract by the Seller will not violate or conflict in any material respect with any law, statute, rule, regulation, ordinance, code, judgment, order, writ, injunction, decree or other requirement of any court or of any governmental body or agency thereof.

9.2.13. In its performance under this agreement and any Contracts entered into with Customers, the Seller shall strictly comply with all applicable laws, treaties, ordinances, codes and regulations, and specifically with any import and export, and health, safety and environmental, laws, ordinances, codes and regulations of any jurisdiction (whether international, country, region, state, province, city, or local) where this agreement may be performed. Upon LBL Marketplace’ written request, the Seller shall provide any written certification of compliance required by any federal, state, or local law, ordinance, code, or regulation.

9.2.14. If necessary, the Seller shall be obliged to procure all formal consents, waivers, approvals, authorizations, exemptions, registrations and/or licenses necessary for Linkeddup to feature the Products on the Platform, at its own cost.

9.2.16. It is our policy to prohibit and actively pursue the prevention of money laundering and any activity that facilitates money laundering or the financing or of terrorist or criminal activities. We are committed to anti-money laundering compliance in accordance with applicable law and require our directors, officers and employees to adhere to these standards in preventing the use of our products and services for money laundering purposes. You warrant that you are not, in any way, actively involved in money laundering or financing of terrorist or criminal activities or any other illegal activity. We reserve the right to carry out necessary money laundering, terrorism financing, fraud or any other illegal activity check before authorizing your account, payments or processing of any applicable refunds.

10. INTELLECTUAL PROPERTY

10.1. The Seller warrants and covenants that its import, manufacture, production, sale, distribution and use of the Products do not infringe directly or indirectly any Intellectual Property. The Seller warrants, represents and covenants that featuring of the Products on the Platform does not, directly or indirectly, infringe any Intellectual Property.

10.2. The Seller undertakes and represents to Linkeddup that it has all rights and ownership or is a licensed user of all Intellectual Property in relation to the Products and the supply of the Products which shall not be infringed due to marketing, promoting and featuring the Products on the Platform. Linkeddup acknowledges that it will not acquire any rights in respect of the Intellectual Property in relation to the Products.

10.3. The Seller represents and warrants to Linkeddup that it is not aware of any claims made by any third party with regards to any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the manufacture, sale, distribution or use of the Products.

10.4. Both parties agree to release, defend, protect, indemnify and hold their affiliates, and their respective directors, officers, employees, contractors, agents, suppliers, users, successors, and assigns, harmless from and against any and all costs (including attorney fees and court costs on an indemnity basis), expenses, fines, penalties, losses, damages, and liabilities arising out of any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the advertising, promotion, manufacture, sale, distribution or use of the Products.

10.5. The Seller shall not be entitled to use any Intellectual Property belonging to Linkeddup without Linkeddup’ prior approval in writing.

10.6. Both Parties shall not make any negative, denigrating, or defamatory statement(s)/comment(s) about each other, the brand name, or the Platform, or otherwise engage in any conduct or action that might tarnish the image or reputation of Linkeddup or Seller’s on the platform or otherwise tarnish or dilute any Linkeddup or Sellers’ trade mark, service marks, trade name and/or goodwill associated with such trade, service marks or trade name as may be owned or used by either Party.

11. CONFIDENTIALITY

11.1. All Customer information and data, designs, drawings, specifications, communications, whether written, oral, electronic, visual, graphic, photographic, observational, or otherwise, and documents supplied, revealed or disclosed in any form or manner to the Seller by Linkeddup, or produced or created by the Seller for Linkeddup hereunder are the intellectual property of, and confidential to Linkeddup and Seller and shall be used solely by the Seller for purposes of this agreement. All such information shall be treated and protected by the Seller as strictly confidential and shall not be disclosed to any third party without the prior written consent of Linkeddup.

11.2. Both Parties shall not publicize, disclose, or discuss the existence, content, or scope, whether generalities or details, of this agreement or make any reference to each other, the business of either to any third party by any means, and through any medium (including but not limited to advertising, web site references, photographs, articles, press releases or interviews, speeches or programs) without obtaining prior written consent.

12. INDEMNIFICATION

12.1. The Seller agrees to release, defend, indemnify and hold harmless Linkeddup, including its affiliates, and any director, officer, employee, contractor, or agent, against any costs (including attorney fees and court costs on an indemnity basis), fines, penalties, damages, and liabilities, arising from, alleged to arise from, or in any way associated with:

12.1.1. any defect in Products sold to any Customer;

12.1.2. any claim made by any Customer on the basis of any Contract;

12.1.3. any defect in the packaging or shipping of a Product by the Seller;

12.1.4. any violation of any law committed by the Seller, including any failure by the Seller to pay any required tax on the import, manufacture, production, sale, supply, distribution or delivery of a Product;

12.1.5. any negligence or fault of whatever nature of the Seller or its affiliates, and any director, officer, employee, contractor, or agent; or

12.1.6. any breach in any warranty or representation made herein.

13. LIMITATION OF LIABILITY

13.1. The Platform and Seller Center, including all content, software, functions, materials and information made available on or provided in connection with the seller’s access to and use of the platform and the seller center, are provided "as-is." the seller acknowledges and confirms that it will access and use the platform and the seller center at its own risk. to the fullest extent permissible by law, Linkeddup disclaims:

(i) any representations or warranties regarding this agreement, the contracts 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 Linkeddup’ negligence.

(iv) Linkeddup does not warrant that the functions contained in the platform and seller center will meet the seller’s requirements or be available, timely, secure uninterrupted or error free, and LBL Marketplace 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 contracts or transactions.

13.2. as Linkeddup is not a party to the contracts between customers and sellers, if a dispute arises between them, the customer and seller release Linkeddup (and its agents and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

13.3. Linkeddup will not be liable (whether in contract, warranty, tort (including negligence, product liability or other theory) or otherwise) to the seller or any other person for cost of cover, recovery or recoupment of any investment made by the seller in connection with this agreement, or for any loss of profit, revenue, business, or data or punitive or consequential damages arising out of or relating to this agreement, even if Linkeddup has been advised of the possibility of those costs or damages.

14. FORCE MAJEURE

14.1. Linkeddup shall not be liable to the Seller or be deemed to be in breach of this agreement by reason of any delay in performing or any failure to perform any of Linkeddup’ obligations if the delay or failure was due to any cause beyond Linkeddup’ reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond Linkeddup’ reasonable control:

14.1.1. Act of God, explosion, flood, tempest, fire or accident war or threat of war, sabotage, insurrection, civil disturbance or requisition;

14.1.2. Acts, restrictions, regulations, byelaws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

14.1.3. interruption of traffic, strikes lockouts or other industrial actions or trade disputes (whether involving employees of Linkeddup or of a third party);

14.1.4. interruption of production or operation, difficulties in obtaining raw materials labor, fuel, parts or machinery;

14.1.5. power failure or breakdown in machinery.

14.2. Linkeddup may, at its option, fully or partially suspend delivery/performance while such circumstances continue and LBL Marketplace shall not be liable for any loss or damage suffered by the Seller as a result of such suspension, including but not limited to from the Seller’s failure to fulfill any Contract with a Customer.

15. DURATION & TERMINATION

15.1. This agreement remains valid for one year extendable by tacit agreement until one of the parties terminates it.

15.2. The Seller may terminate this agreement by means of thirty (30) Days’ notice by registered letter with acknowledgement of receipt.

15.3. On or at any time after the occurrence of any of the events of default in Clause 15.4 LBL Marketplace shall, in addition to any rights or remedies it may have in law, in equity, be entitled to terminate this agreement with immediate effect by written notice to the Seller.

15.4. The following shall constitute events of default:

15.4.1. the Seller being in breach of any warranty or representation under this agreement or any Contract;

15.4.2. the Seller being in breach of any obligation under this agreement or any Contract and failing to remedy the same on or before seven (7) Business Days from receipt of a written notice from Linkeddup of such breach;

15.4.3. the Seller passing a resolution for its winding up or a court of competent jurisdiction making an order for the Seller’s winding up or dissolution;

15.4.4. The making of an administration order in relation to the Seller or the appointment of a receiver over or an encumbrance taking possession of or selling any of the Seller’s assets;

15.4.5. the Seller making an arrangement or settlement with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors;

15.4.6. the Seller ceasing or threatening to cease to carry on business; or

15.4.7. LBL Marketplace reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller and notifies the Seller accordingly.

15.5. The termination of this agreement shall not terminate any Contracts already entered into and the Seller shall be obliged to perform all Contracts entered into with Customers.

15.6. The Parties will settle all outstanding liabilities on termination of this agreement.

17. NOTICES

17.1. All notices between the Parties shall be in writing.

18. RELATIONSHIP OF THE PARTIES

18.1. Nothing in this agreement will create any partnership, joint venture, franchise, sales representative or employment relationship between the Parties or impose any liability on Linkeddup in relation to the Seller beyond that specifically expressed in this agreement as a commission agent.

19. MODIFICATIONS

19.1. The Seller acknowledges and agrees that Linkeddup may at its sole discretion modify, amend or change any of the General Terms and Platform Policies and such modified, amended or changed General Terms and Platform Policies shall come into force and be binding on the Seller upon the posting of such changes on Seller Center or on the Platform, and the Seller is responsible for reviewing these locations and informing itself of all applicable changes or notices. The Seller should refer regularly to Seller Center to review the current agreement (including the Platform Policies). LBL Marketplace will inform the Seller of any modification via email. THE SELLER’S CONTINUED ACCESS AND USE OF THE PLATFORM AND SELLER CENTER AFTER LBL MARKETPLACE’ POSTING OF ANY CHANGES WILL CONSTITUTE ITS ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.

19.2. The Seller will then have fourteen (14) days to accept any and all modifications or communicate disagreement via the Seller Center or via Email. If there is no response from the Seller it will count as an agreement on the Sellers part.