Seller Policy

Agreement and Parties

These Vendor Terms and Conditions together with the Vendor Application Form (together, the Agreement), the Terms and Conditions available at www.ordernget.com(Terms and Conditions) and Privacy Policy available at www.ordernget.com(Privacy Policy) as amended from time to time form the basis of the agreement between the Vendor set out in the Vendor Application Form (herein referred to as the Vendor) and Dubai Consultancy, a company incorporated and existing under the laws of the Emirate of Dubai, United Arab Emirates, whose address is at address to be typed here  (herein referred to as DC).

In this Agreement, the Vendor and DC may individually be referred to as a Party and together the Parties.

This Agreement, the Terms and Condition and the Privacy Policy (together the Terms), govern the conditions on which the Vendor is entitled to access, use and sell goods and products (Goods) on www.ordernget.com(the Platform).

By accessing and using the Platform or the Support Services as a Vendor, the Vendor will be deemed to agree to the Terms. If the Vendor does not agree to the Terms, then it must stop using or accessing the Platform immediately in its capacity as a Vendor.

Background

(A)            DC has developed the Platform to connect sellers to potential buyers (Buyers) of Goods.

(B)            The Vendor wishes to promote and sell its Goods on the Platform.

(C)           DC has agreed to permit the Vendor to sell its Goods on the Platform subject to the Terms.

 

  1. Interpretation

The rules of interpretation in this clause apply in this Agreement:

1.1           Headings shall not affect the interpretation of this agreement.

1.2           A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).

1.3           A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.4           Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.

1.5           Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.6           A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.

1.7           A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.

1.8           References to clauses are to the clauses of this agreement. 

  1. License and use of the Platform

2.1           Subject to the compliance with the Terms, DC hereby grants to the Vendor a non-exclusive, non-transferable right to use the Platform solely for the sale of the Vendor’s Goods.

2.2           DC reserves the right to refuse to list any Goods on the Platform or to remove any listing of Goods in its absolute discretion.

  1. Support Services

3.1           DC will, as part of the services provided under this Agreement and at no additional cost to the Vendor, provide the Vendor with DC’s standard customer support services (Support Services) during the following hours: 10:00 am to 04:00 pm (UAE time) 7 days a week.

  1. Obligations

4.1           The Vendor shall:

(i)          act in accordance with all applicable laws, regulations, and industry codes.

(ii)         ensure that it holds all required licenses to sell the Goods it offers for sale on the Platform.

(iii)        specify terms of sale, which must be clear, in compliance with all applicable laws, regulations and industry codes, and specify the Buyer’s rights in the event the Goods are defective or damaged (Terms of Sale) for all Goods it offers for sale on the Platform.

(iv)       ensure that it complies with its Terms of Sale.

(v)        ensure that all Goods offered for sale on the Platform are of merchantable quality, comply with all applicable laws, regulations and industry codes, and are in accordance with the description the Vendor added to the Platform when offering the Goods for sale; and

(vi)       ensure that it fulfils all purchases made on the Platform by delivering Goods in the quantity ordered by the Buyer, conforming with the description on the Platform at the time the order was placed by the Buyer and, where the Vendor is responsible

(vii)    ensure that minimum of 3 to 5 SKU’s is added for selling on the platform.

4.2           Each Party shall:

(i)          act professionally and with good faith at all times.

(ii)         not knowingly or negligently take any action or omit to take any action that would be detrimental to the goodwill associated with the other Party’s name or create unfavorable publicity for the other Party or bring the other Party into disrepute.

(iii)        comply with its obligations with care, skill and diligence, in accordance with good industry practice.

  1. Data Protection and Use

5.1           Each Party shall, in in the context of this Agreement, comply with all applicable laws and the Platform’s published Privacy Policy relating to the privacy and security of any personal data (Data).  The Privacy Policy may be amended from time to time by DC in its sole discretion.

5.2           The Vendor agrees to process the Data in accordance with the terms of this Agreement, the Privacy Policy and any lawful instructions reasonably given by DC from time to time.

5.3           The Vendor must not use the Data to market to, or otherwise contact the Buyers except as necessary to fulfil orders placed or enquiries made through the Platform.

5.4           Each Party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the Data or its accidental loss, destruction or damage. 

  1. Charges and payment

6.1           The Vendor shall pay a commission of 10 percent, calculated as a percentage of the Total Transaction Value (defined below) based on the rates published on the Platform from time to time. The Total Transaction Value is the total price paid by a Buyer for the purchase of the Vendor’s Goods on the Platform, Excluding, where applicable, any shipping, handling, clearance, delivery or other costs as maybe required by the Buyer or the Vendor, and any relevant taxes.

6.2           The Commission will be debited from the Total Transaction Value collected by DC from the Buyer, with the remainder amount being transferred to the Vendor within 14- 30 days after any return period that may have been set out in the Vendor’s Terms of Sale has ended.

6.3           The Commission set out in this Agreement shall be deemed to be exclusive of any value added tax (VAT) which is chargeable on the supply or supplies for which such sums (or any part thereof) are the whole or part of the consideration for VAT purposes. Where, VAT is or becomes chargeable on such supply for which DC is required to account to the relevant tax authority, the Vendor shall pay to DC (in addition to and at the same time as any other consideration for such supply) a sum equal to the amount of such VAT (and, if required by applicable law, DC shall promptly provide a valid VAT invoice to the Vendor).

6.4           If there is a dispute in relation to the Goods, then the Vendor acknowledges that payment under clause 6.2 may be delayed until such date that the dispute has been resolved to the satisfaction of the Parties and the Buyer.

6.5        DC shall be entitled at its sole discretion, to increase the Commission and other charges from time to time, by giving at least 7 days prior notice to the Vendor. Notice may be given by electronically via the Platform.

  1. Confidentiality

7.1           Each Party may be given access to information relating the business or personnel of the other Party in order to perform its obligations under this Agreement (Confidential Information). A Party’s Confidential Information shall not be deemed to include information that:

(i)          is or becomes publicly known other than through any act or omission of the receiving Party.

(ii)         was in the other Party’s lawful possession before the disclosure.

(iii)        is lawfully disclosed to the receiving Party by a third party without restriction on disclosure.

(iv)       is independently developed by the receiving Party, which independent development can be shown by written evidence; or

(v)        is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

7.2           Each Party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than the implementation of this Agreement.

7.3           Each Party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

7.4           The Vendor shall not make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the DC, except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), or any court or other authority of competent jurisdiction.

7.5           The above provisions of this clause 7 shall survive termination of this agreement, however arising.

  1. Term and termination

8.1           This Agreement shall, unless otherwise terminated as provided below, commence on the date signed by the Parties and shall continue for 12 months (Initial Term) and, thereafter, this Agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:

(i)          either Party notifies the other Party of termination, in writing, at least 30 days before the end of the Initial Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period, or within any period agreed by both parties in accordance with the termination notice.

(ii)         the Parties agree to new terms and conditions electronically on the Platform, which are intended to replace this Agreement; or

(iii)        this Agreement is otherwise terminated in accordance with the provisions of this Agreement.

8.2           Either Party may terminate this Agreement in its sole discretion and without any reason by giving 30 days’ prior written notice to the other Party.

8.3           Without affecting any other right or remedy available to it, either Party may terminate this agreement with immediate effect by giving written notice to the other party if:

(i)          the other Party commits a material breach of the Terms, which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 10 days after being notified in writing to do so.

(ii)         the other Party repeatedly breaches any of the Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the Terms.

(iii)        a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other Party.

(iv)       an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is filed; or

(v)        the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

8.4           On termination or expiry of this Agreement for any reason:

(i)          the Vendor’s shall no longer be entitled to offer Goods for sale on the Platform.

(ii)         the Vendor shall fulfil all outstanding orders in accordance with the Terms.

(iii)        DC shall pay the Vendor all due amounts in accordance with the Terms.

(iv)       any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced; and

(v)        Once the Vendor has fulfilled all outstanding orders and any disputes in relation to the Goods have been resolved, the Vendor’s access to its account on the Platform will be withdrawn and all licenses granted under the Terms shall terminate.

  1. Force Majeure

9.1           Neither Party will be in breach of its obligations under this Agreement if it is unable to perform or fulfil any of its obligations hereunder as a result of the occurrence of a Force Majeure Event. A Force Majeure Event shall mean any event or condition beyond the reasonable control of the affected Party, which arises after the date of this Agreement and prevents its proper performance (but not arising as a result of the affected Party’s own fault or negligence). A Force Majeure Event includes:

(i)          war, revolution, riot or terrorism.

(ii)         radiation or contamination by radioactivity from any nuclear waste or any other hazardous properties or chemicals.

(iii)        interruption or failure of utility service including but not limited to electricity, gas or water.

(iv)       natural catastrophe including but not limited to pandemic, epidemic or disease, earthquakes, floods, fire, tsunamis.

(v)        criminal damage, sabotage, strike, lock out or other industrial disturbances; and

(vi)       material adverse governmental action or decision of any nature whatsoever which materially and adversely affects the legal position of a Party to continue with its obligations under this Agreement.

9.2           If any Force Majeure Event occurs which renders a Party (Affected Party) unable to perform or complete any of its obligations under this Agreement, the Affected Party shall as soon as is practicable notify the other Party in writing of the occurrence of such Force Majeure Event giving full details thereof and measures being taken by the Affected Party to reduce the severity of such event and subsequently the cessation of such event. 

9.3           The Affected Party shall not be liable for any delay in performing its obligation under this Agreement to the extent that such delay has been caused by one or more Force Majeure Events.

9.4           If a Force Majeure Event continues for a period of more three months or more from the date on which the Affected Party gives notice in accordance with clause 9.2 (or in the absence of such notice, the date on which the Affected Party should have given notice), the other Party may terminate this Agreement by giving the Affected Party 7 days’ notice.

9.5         If this Agreement is terminated pursuant to clause 9.4, all rights and obligations hereunder shall forthwith terminate and neither Party shall have any claim against each other save and except for obligations which have already accrued, for any antecedent breach and any provision of this Agreement which is expressly or by implication intended to come into force or continue in force on or after termination.

  1. Liability and indemnity

10.1        The Vendor shall defend, indemnify, and hold harmless DC against all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and legal fees) arising out of or in connection with the Vendor’s supply of the Goods, its use of the Platform or a breach of any of the Terms.

10.2        DC liability to the Vendor shall, save in case of fraud or willful misconduct, be limited to the amount of Commission paid in the six-month period leading up to the event giving rise to the liability.  

  1. Conflict

If there is an inconsistency between any of the provisions in these Vendor Terms and Conditions and the Vendor Application Form, Terms & Conditions and Privacy Policy the provisions in these Vendor Terms and Conditions shall prevail.

  1. Waiver

No failure or delay by a Party to exercise any right or remedy provided under the Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

  1. Rights and remedies

Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

  1. Severance

If any provision (or part of a provision) of the Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or illegal, the other provisions shall remain in force.

  1. Entire agreement

            15.1        The Terms, and any documents referred to in them, constitute the whole agreement between the Parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

  15.2        Each of the Parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in the Terms.

  1. Assignment

16.1        The Vendor shall not, without the prior written consent of DC, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Terms.

16.2        DC may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Terms.

  1. No partnership or agency

Nothing in this agreement is intended to or shall operate to create a partnership between the Parties, or authorize either party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

  1. Notices

Any notice required to be given under the Terms shall be delivered via the Platform, unless the Vendor’s access to the Platform has been withdrawn, in which case DC may send notices to the Vendor using the contact details set out in this Agreement, and the Vendor may send notices to DC at info@DC.com.

  1. Variation

19.1        No variation of this Agreement shall be effective unless:

(i)          it is in writing and signed by the Parties (or their authorized representatives); or

(ii)         the Parties agree to new terms and conditions electronically on the Platform, which are intended to replace this Agreement.

19.2        DC may change any of the Terms by giving the Vendor at least 7 days’ notice. If the Parties agree to new terms and conditions electronically on the Platform which replace this Agreement, then this Agreement shall be automatically terminated. If the Vendor does not agree to any such amendments, then this Agreement shall be deemed terminated from the date the amendment takes effect, and clause 8.4 shall apply.

  1. Governing law

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws applicable in the Dubai International Financial Centre (DIFC).

  1.        Dispute and Jurisdiction

21.1        In the event of any dispute, difference, claim, controversy or question among the Parties, directly or indirectly, arising at any time under, out of, in connection with or in relation to this agreement (or the subject matter of this agreement) or any term, condition or provision hereof, including without limitation any of the same relating to the existence, validity, interpretation, construction, performance, enforcement and termination of this agreement (Dispute), the Parties shall first endeavor an amicable settlement by good faith consultation and negotiation.

21.2        In the event that the Parties are unable to resolve the Dispute by good faith consultation and negotiation within one (1) month from the date the Dispute has arisen, the Dispute shall be finally settled by arbitration in accordance with the DIFC-LCIA arbitration rules. The seat of the arbitration shall be the DIFC, and the language of the arbitration shall be English.