1 Scope
(1) ZALORA Marketplace (“ZALORA”) owns and operates a platform in the Malaysia that allows merchants to list and sell their products to the public over the internet. This platform is currently provided on the website www.zalora.com.my, but may be provided on different websites or applications in the future.
(2) The seller will have the opportunity to sell their products on the ZALORA platform. ZALORA is entitled to accept purchases on behalf of the seller. The service provided by ZALORA is limited to referring customers to the seller and accepting orders and payments on their behalf. In addition to this at ZALORA's discretion they may provide the seller with analytics about the performance of the seller's products and additional marketing support. This support may be reflective of the agreed level of commission.
(3) The seller authorises ZALORA to accept binding orders from customers on their behalf.
(4) ZALORA may carry out changes to the website or service, or suspend the service, without notice.

2 ZALORA's rights and obligations
(1) The seller acknowledges that the relationship between customers and ZALORA is governed by the privacy policy and the general terms and conditions, both available on the website.
(2) ZALORA will present on the website the approved products listed by the seller. The seller will be responsible for listing their own products.
(3) ZALORA is authorised to accept binding sales on behalf of the seller and will be careful to pass order data on to the seller as well as technology allows.
(4) In order to maintain its reputation for quality and high standard of service, ZALORA reserves the right to terminate the relationship with the seller if the seller repeatedly receives bad reviews or complaints, or fails to comply with our recommendations.

3 Seller's rights and obligations
(1) The seller is obliged to provide all the information necessary when listing a product on marketplace.zalora.com.ph. This should include but is not limited to, a detailed title and sub-title, price, quantity, picture and description. The seller must never knowingly deceive a potential customer by misrepresenting their product/s. The seller must notify ZALORA of any changes to the detail of their listings while uploaded on the site.
(2) The seller guarantees that information listed on ZALORA relating to his products satisfies all legal requirements, and in particular satisfies information requirements for consumer protection.
(3) The seller will be responsible for keeping an up-to-date inventory of all their products listed on ZALORA.
(4) The seller guarantees that the information provided by him does not violate any third party's copyright.
(5) The seller will contact the customers no more than is necessary for processing the transactions referred by ZALORA. In particular, the seller will not send any advertising email or other commercial advertisements to the customer without prior agreement from ZALORA or the expressed wish of the customer. When delivering products sold via ZALORA, the seller will not advertise any of ZALORA's competitors.
(6) The seller will process orders and arrange delivery with all reasonable care the moment the seller receives confirmation of sale through the ZALORA site, email and/or text message. The delivery options and time indicated on their listing is binding, orders should be fulfilled within 1 working day. The seller is required to keep his advertised products and services available to the best of his ability. Repeated stock-outs will result in the removal of the seller and all their products from the ZALORA's platform.
(7) If the seller cannot fulfill an order submitted to him, he must notify ZALORA as soon as possible, and within 1 day of receiving the order at the latest.
(8) The seller agrees to adhere to his range of products and prices as provided to ZALORA and as described on their listing on the website. The seller guarantees that there are no ongoing criminal, bankruptcy or tax proceedings or other penalties outstanding in relation to the products they are selling through the platform. The seller further guarantees to take great care to keep up-to- date his range of products, stock count, prices and associated terms and conditions, like delivery fees.
(9) The seller representative is to provide ZALORA with a copy of his/her official IDs, permits and registration at the contract signature.

4 Commission
(1) The seller agrees to pay ZALORA a fixed percentage commission on the gross revenue from the sales made through the ZALORA platform. Depending on the category it may be appropriate to agree different commission percentages for certain items or product categories.
(2) ZALORA may start charging additional fees for the sale of goods through the platform at any point. These may include but are not limited to, listing fees, multiple photos fees and enhanced marketing fees. In the event of the introduction of further fees, the seller will be notified prior to their commencement in writing and they will have the option to opt out.
(3) ZALORA reserves the right to adjust the percentage commission, providing suitable notice is served in advance to the seller. ZALORA will give the merchant adequate notice of any commission changes, in writing. This does not cover adjustments that constitute a material change of the contract terms, which would require an additional agreement on the change.

5 Customer online payment
(1) In case of electronic payment by the customer (e.g. by credit card, debit card, or Wireless online Transfer), ZALORA collects the payment for the relevant order in ZALORA's name on behalf of the seller, and pays it out to the seller according to the invoicing agreement.
(2) The seller will keep receipts of deliveries to customers for at least 13 months and make those available on request. In case of problems that may cause the order to be rescinded, or in case of a delivery failure, the seller must immediately notify ZALORA by phone so that the credit card payment may be cancelled.
(3) The seller bears the risk of abuse of the payment medium (e.g. of credit card or debit card fraud). If a fraudulent payment has been credited to the seller, ZALORA reserves the right to correct the amount the merchant is invoiced to offset this payment.

6 Invoicing and seller payment
(1) ZALORA's invoices may be delivered by email, online, fax, post or in person. They include ZALORA's claims on the merchant, commission, and, if applicable, other fees as stated in §4 (2).
(2) ZALORA is to send a monthly statement of confirmed orders to the Seller by the 10th of each month after which the seller will have 20 days for verification and commission settlement.
(3) ZALORA shall remit to the seller within (45) days from the close of the month all procees from the sales made by the seller less valid customer returns and whatever fees, dies and charges that ZALORAis entitled to under the agreement.

7 Liability
(1) The seller indemnifies ZALORA from all claims arising in relation to matters outside ZALORA's control, including but not limited to the quality of goods and services provided by the seller. The seller further indemnifies ZALORA from third parties' claims resulting from any violation of laws and regulations by the seller.
(2) ZALORA cannot guarantee that its service will be free from all malfunctions, but will exercise all reasonable care and skill to resolve any such case.
(3) VAT liability rests with the seller and ZALORA will not be responsible for any VAT issues.

8 Privacy
Both parties are obliged to treat confidentially the content of this agreement, as well as all other information and data they acquire in connection with the partnership, and not use it for purposes outside the scope of this contract or pass it on to third parties. This obligation is in force for 1 year after the termination of the contract. Both parties are obliged to follow privacy laws and handle accordingly all data related to customers, suppliers and business partners.

9 Licence
(1) ZALORA has the right to freely maintain the sellers's listing and its ranking on the website. ZALORA offers customers the opportunity to give ratings and reviews of the seller's goods and services on the website, and has the right but not the obligation to publish these online and make them visible to all customers. ZALORA reserves the right to delete ratings and reviews.
(2) ZALORA may scan, transcribe, and publish online the merchant's listings, logos and other materials required. The merchant grants to ZALORA a royalty- free, perpetual, unrestricted licence to use and distribute any materials provided by him, for the purpose of advertising ZALORA's service. In particular, this includes use in Google AdWords campaigns, domain name registrations and other online marketing and search engine optimization measures.

10 Terms and termination
(1) This agreement is valid as soon as the seller signs the contract, or fulfils an order referred by ZALORA, and remains valid indefinitely, until termination by either party. Termination can occur at any time, with a period of notice of one month, in writing, by email, post or fax. The revenues generated during this notice period are still subject to the partnership agreement. The right to immediate termination by either party for important cause remains unaffected.
(2) The right to immediate termination in particular covers the case where the seller repeatedly receives negative ratings and reviews on the website, and when these are not obviously unjustified. Repeatedly providing misleading information or withholding information required to present the seller's items is also grounds for immediate termination. Typos, mistakes and transmission errors are excluded from this, as long as they are not caused with intent or by gross negligence.

11 General
(1) If a single clause in this agreement is invalid, both parties will endeavor to replace the invalid clause by a valid one that reproduces as closely as possible the intended economic meaning of the invalid clause. The validity of the rest of the agreement remains unaffected. This applies in particular if the agreement is found to be incomplete.
(2) ZALORA reserves the right to modify his general terms and conditions without giving any justification. In that case, ZALORA will give the seller adequate notice via email. The notice will contain advice on the right and period of objection to the changes, and on the consequences of leaving unexercised the right to object.
(3) The changed terms and conditions are considered agreed by the merchant if he does not object to them in writing within 2 weeks of receiving notice of the changes.
(4) Any terms and conditions of the seller are not part of this agreement unless ZALORA expressly agrees to adhere to them in writing.