Terms of Service for Merchants from Vietnam
Please read these terms of service (“Agreement” or “Terms of Service”) carefully before using the website and services offered by SIA Joom (“Joom”). The Agreement sets out the legally binding terms and conditions for your use of the website at https://merchant.joom.com and Joom’s mobile applications (both iOS and Android) and web-site at https://www.joom.com/ (all together referred to as the “Site”). By using the Site, you agree to be bound by this Agreement, including those additional terms and conditions and policies referenced herein and/or available by hyperlinks, and the platform rules available at https://merchant.joom.com that may be updated from time to time. This Agreement applies to all merchants (those, who are selling to users of the Site and hereinafter referred to as the “Merchants”, “Merchant” or “you”). Joom Intellectual Property Policy for Merchants constitutes an integral part of these Terms of Service and is available via https://merchant.joom.com/ip-policy/.
The contents of this Agreement include the main body as well as all the terms, conditions and policies including (but without limitation) legal statements, privacy policies that have been or will be published or released by Joom at any time. All terms, conditions and policies are an integral part of this Agreement and shall have the same legal effect as the main body of this Agreement.
Joom reserves the right to change some or all the terms, conditions, policies and platform rules at any time. When Joom launches new terms of this Agreement, the new terms shall come into force as the Merchant presses the button “Agree”. You log in or continue to use the “Service”, which means that you have read and accepted the revised, updated Agreement. If Merchant does not agree to any alteration or updates of terms, conditions, policies or platform rules, Merchant must immediately terminate this Agreement by submitting a written notice to Joom. Unless separately stated, any new content that will expand the scope of this Agreement shall be subject to this Agreement and shall be considered as a part thereof.
1. Joom as a Marketplace and Merchant’s Agent
1.1. Joom provides a platform for Merchants who comply with Joom’s policies and requirements to offer and sell certain items.
1.2. Joom acts as a commercial agent of a Merchant within the scope of powers, rights and authorities set in this Agreement, including the powers and rights to negotiate and conclude transactions between Merchants and customers on the Site, set the final price for the items listed on the Site (“Items”), ensure the delivery of Items sold via the Site, issue invoices for such Items, and (at Joom’s sole discretion) assist Merchants in the receipt and processing of customer’s claims for refund and guarantee on behalf of Merchant.
Joom, as a commercial agent of Merchant, acts in Merchant’s name and at Merchant’s expense. Joom does not act as a commercial agent for a customer.
1.3. Customer’s payment obligation to Merchant shall be deemed as performed upon receipt of customer’s payment by Joom (or its payment services provider, as applicable), and Joom via its payment services provider, as applicable, is responsible for remitting the funds to Merchants in the manner described in Joom’s and Merchant’s agreement with payment services provider. If Joom (via payment services provider) does not remit any such amounts to Merchant, Merchant will have recourse only against Joom (its payment services provider, as applicable) and not the customer directly.
1.4. Notwithstanding the above mentioned in clause 1.2, Joom has no control over the quality, safety, morality or legality of any aspect of Items, the truth or accuracy of the listings, the ability of Merchants to sell Items or the ability of customers to pay for Items.
Joom reserves the right to refuse Merchant’s application in the following cases:
- Absence of registration documents requested by Joom. To be admitted to the Site the Merchant shall be a legal entity or an entrepreneur properly registered under laws of the Socialist Republic of Vietnam and shall be properly registered for VAT purposes in the country of its principle place of business and/or, where applicable and required, in the country of destination (i.e. the country of customer’s residence).
- Merchant’s product listing contains products either generally prohibited on Joom or prohibited and/or restricted for sale through the Site in the country of destination (i.e. the country from which the product can be ordered by the user) and/or in the Merchant’s country. Please also refer to paragraph 3.
- Merchant has low ratings on other marketplaces (e-commerce platforms) or is not present on them at all.
- There are bad references from trusted sources.
2. Merchant’s Eligibility and Obligations
2.1. Merchant’s registration on the Site is available only to the legal entities and entrepreneurs duly established under laws of the Socialist Republic of Vietnam. Your status of the legal entity requires you to ensure that your activity on the Site and your products are fully compliant with the legislation applicable to the consumer (including, but not limited to the provision of mandatory information about you and your product to consumers and ensuring consumers’ rights). By entering into Agreement, you represent and warrant that all information provided by you or any other information which may be provided in the future is full, accurate and up to date and you are duly authorized to sell your Items through the Site in accordance with the requirements of this Agreement. Joom may refuse to provide an access to the Site to any entrepreneur or entity and change the Merchant’s eligibility criteria at any time upon its discretion.
2.2. You undertake to comply with all applicable laws and regulations regarding online sale, advertising (by offering Items you therefore advertise them on the Site) and any restrictions which apply to you and your activity on the Site. You hereby agree that you are fully responsible for any breach of such obligation (as well as any other obligation under or in connection with this Agreement) including the responsibility for any losses and damages that may be caused by such breach (including those arising from the claims of the third parties). You undertake to observe all Joom’s policies as stated in the Agreement and any other rules, policies and procedures that may be published from time to time on the Site by Joom, each of which may be updated by Joom from time to time without notice to you.
2.3. You act as a seller of your products offered on the Site in terms of consumer protection legislation applicable to the customer and remain solely and fully responsible for specifying in the product cards all mandatory information related to its product (including the information required to be provided to the consumer before it is bound by a distance contract as required by Directive 2011/83/EU of the European Parliament and of the Council of 25 October 2011 on consumer rights). In particular, you are obliged to provide in product card information about the existence and the conditions of after sale customer assistance, after-sales services and legal and commercial guarantees. For the above purposes, you must specify in your account on the Site valid and actual contact details that will be shown in products cards and guarantee that customers may contact you via such credentials to receive information about your products, address to you their claims or for any other matters within the scope of consumer protection.
2.4. In case you specify in product cards any features or labels, or your product description contains any claims (for example, related to the content of the product (‘free of X ingredients’ or ‘approved by X number of customers’), you guarantee that any such feature, claim or label are true and correct.
2.5. You agree to immediately notify Joom of any unauthorized use of your password or any breach of security. You also agree that Joom cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. You undertake not to provide your username and/or password information to any other party other than Joom without Joom’s express written permission.
2.6. You shall keep your account information up-to-date and accurate, including a valid email addresses and correct bank account and any other payment details. To be able to sell Items on Joom you shall provide and maintain a valid payment information. If you do not comply with the aforementioned provisions, you assume all responsibility for losses caused by such failure to comply.
2.7. You have no right to transfer or sell your Joom Merchant account and username to another party. In case you have to accept any other terms or policies on the Site or take other actions bounding you by any obligations, acceptance of any such documents or changes on your behalf by your representative to whom you provided access to the Site, your account on the Site and to any other features shall be considered as actions on your behalf by your authorised representative.
2.8. Joom’s services are not available to Joom Merchants with temporarily or indefinitely suspended accounts. Joom reserves the right to refuse service to anyone, for any reason, at any time. Products that do not comply with Joom’s policies will be deleted from the Site. Merchants with repeated instances of noncompliance may have their accounts removed, access to the Merchant Dashboard revoked, and/or transactions cancelled.
3. Prohibited Items
3.1. Every Merchant is responsible for observing applicable laws and regulations, Joom’s policies and procedures, shipping restrictions and any other restrictions applicable to the Items and the selling process, including, but not limited to all applicable local regulations and standards regarding marking of products and any other labelling required by the law where such requirements are applicable. By offering your products on the Site, you confirm that such products are fully compliant with any applicable regulations of the country of origin, the county of destination and any other applicable legislation, including certification and labelling requirements and safety standards.
3.2. There are some types of Items that we don’t allow on the Site, even if they are legal and otherwise meet Joom’s selling criteria. The following types of Items shall not be listed on Joom:
- Certain animal and plant species (such as exotic animals).
- Goods coming from outside the EEA that have not been introduced in the EEA with the owner of the IP right or with its consent.
- Cultural heritage.
- Drugs and illegal substances.
- Firearms, explosives and ammunition.
- Human cells, genes, organs and body parts.
- All medicines (or other medical products and devices).
- Orthopedic products and prosthesis.
- Products that incite violence, fostered racial, ethnic or religious hatred, or advocated discrimination against any group.
- Radioactive material, flammable material, combustible, corrosive and explosive materials.
- Stamps in current use.
- Tobacco in general (including electronic cigarettes and hand rolling).
- Alcohol and drinks.
- Uncertified organic products.
- Products without certificates or licenses which are mandatory for such types of products according to the EU and the US regulations (where applicable), applicable legislation of the country of origin and/or country of destination.
- Goods that do not comply with general or specific advertising or labelling rules applicable in the EU and in the US (where applicable) and/or the country of destination.
3.3. Products listed in paragraph 3.2 and other illegal products or products that do not comply with requirements of the country of destination (i.e. user’s country) will be removed from the Site without any prior notification, and the Merchant’s selling privileges may be suspended and/or terminated.
3.4. In case of sale of non-perishable food products and food supplements (if permitted by the applicable legislation of the country of origin and the country of destination), you guarantee and warrant that:
- Such products comply with the applicable legislation relating to food products (including, but not limited to any applicable customs regulations/restriction).
- Such products have labels with all mandatory information required by the country of origin and/or the country of destination (including EU Regulation No. 1169/2011 of 25 October 2011 on the provision of food information to consumers, local regulations of the country of origin and the country of destination regarding labelling and provision of the information on the local language).
- Information provided on the products is full and not misleading. Such information includes, inter alia, characteristics of the food and, in particular, as to its nature, identity, properties, composition, quantity, durability, country of origin or place of provenance, method of manufacture or production. Such information shall not attribute to the food effects or properties which it does not possess.
- Food supplements do not fall into the categories of medicines and do not require obtaining mandatory certificates (or, if food supplements require such certificates and can be sold online according to the applicable legislation, you guarantee and warrant that all necessary certificates are obtained).
- Food supplements marked as such products and that description and labeling of such products do not attribute to food supplements the property of preventing, treating or curing a human disease, or do not refer to such properties.
You hereby also guarantee and confirm that you are duly authorized to sell such products under any applicable legislation and agree that you remain entirely and exclusively liable for the sale of such products.
3.5. Please note that the Site’s audience may include children as young as 13 years of age. Items that may be inappropriate for children to view or buy may be considered as inappropriate for Joom.
4. Trade Control Laws
4.1. You must comply with all applicable laws and regulations of the EU, the country of origin and the country of destination when selling Items on Joom. You are responsible for determining all applicable trade control, customs and tax laws, obtaining any required government authorizations, and are liable for any penalties resulting from non-compliance.
5. Economic Sanctions Laws
5.1. Economic sanctions laws in the European Union, the United States and a number of other countries prohibit or restrict unlicensed transactions with various parties (i.e., individuals, entities, government regimes) for example because they are identified as engaging in terrorism, narcotics trafficking, weapons proliferation and/or other activities that threaten those countries’ national security, foreign policies or economies or (and again for example), because they are resident in certain countries or have a connection to those countries (“Denied Parties”). Various government agencies publish lists, or descriptions, of such parties (“Denied Parties Lists”). In addition, many countries maintain trade sanctions and embargo programs against specific countries (“Sanctioned Countries”), such that unauthorized transactions involving these Sanctioned Countries or parties who are resident in those countries or have a connection to those countries are prohibited or restricted.
In order to comply with these and other legal requirements, it is Joom general policy that Items imported from or originating in the following countries and regions may not be sold on Joom:
- North Korea
- Crimea Region
- Luhansk Region
- Donetsk Region
- Any other country or region as may be notified to Merchants by Joom
No shipments or sales to parties in any of these countries may be conducted through Joom.
Accounts may not be opened or affiliated with a country or region that Joom does not support.
5.2. Additionally, Merchants must not do business with or otherwise engage in or facilitate transactions involving parties, services, and/or goods that are subject to sanctions or other applicable trade control restrictions. This includes, but is not limited to Denied Parties, parties that are owned or controlled by Denied Parties and also parties who are resident in or connected with any country or region if any economic sanctions law that applies to Joom, a Merchant or to any Buyer if and to the extent that such laws prohibit the applicable transaction.
5.3. You must ascertain and comply with any sanctions compliance requirements that apply to your transactions, including any updates to any laws that apply to Joom, a Merchant or to any Buyer and must indemnify Joom against any claim resulting from any breach by you of any sanctions law or and breach by you of this clause 5. Non-compliance with sanctions laws and regulations can result in significant civil and/or criminal monetary penalties, as well as possible imprisonment, seizure of goods, and/or a ban from conducting business.
6. Fees, Payments and Delivery
6.1. Joining and setting up a shop on Joom is free, unless Joom notifies otherwise. Joom’s commission for the commercial agent’s services under this Agreement amounts to 15 % from each Item’s original price (including VAT), for electronics – 5 % from each Item’s original price (including VAT), delivery costs are not included. Commission is subject to adjustment considering sales, promotions, special deals in accordance with clause 6.9 of this Agreement. Unless otherwise stated, all prices and fees are quoted in Euro. Joom reserves the right to determine a new applicable commission at any time upon its discretion.
6.2. Joom does not provide payment services. Joom is entitled to determine payment services providers who will take all necessary actions for payment, acceptance, acquiring, processing and servicing of payments associated with transactions between Merchant and customer (“Payments service provider” or “PSP”). Joom reserves the right to designate any number of PSPs.
6.3. Joom supports business relations only with Merchants that use the payments services of PSP(s), designated by Joom. Merchant is responsible for performance of its obligations arising out of legal and business relations between Joom, Merchant and PSP, including paying all fees and providing all documents and information required by PSP. PSP shall hold the funds on behalf of Merchants and shall be responsible for provision of other payment services (remittance, withdrawal, etc.) in accordance with the agreements concluded by Merchant with PSP.
6.4. Merchant hereby authorizes Joom to:
6.4.1. Collect, process and disclose to PSP in connection with PSP payment services all necessary information on Merchant, its transactions that have been concluded on the Site with customers.
6.4.2. Open accounts for the purpose of providing payment services by PSP to Merchant and send instructions to PSP to deduct the funds in these accounts to repay the amounts owed by Merchant to Joom under this Agreement and credit any amount into such account as determined by Joom in accordance with this Agreement.
6.4.3. Instruct PSP to freeze, unfreeze, credit, remit or debit the Merchant’s account with PSP. The amount of the funds subject to freeze (minimal security deposit) shall be set in the relevant section of Joom Help Center’s information. In any case the withdrawal is available only after a safety clearance period of maximum 75 days and only in the amount available to you.
6.4.4. Issue invoices on behalf of Merchant for the sale of Items on the Site, taking into consideration necessary deductions of fees, compensation and remuneration owed to Joom and its engaged service providers.
6.5. Merchant may withdraw the authorization given under clauses 6.4.1.-6.4.3 of this Agreement by giving seven days’ prior written notice to Joom and PSP. The withdrawal of authorization shall be deemed effective upon expiration of the notice period stipulated in this clause and shall not have retroactive effect, i.e. it shall not apply to the transaction and/or activities of the Merchant and/or Joom and/or PSP occurred prior to the expiration of the notice period set out in this clause.
6.6. Merchant shall ensure that account balance with PSP has sufficient balance for payments of funds owed to Joom. You are responsible for paying all fees and applicable taxes associated with using the Site and selling Items on the Site.
6.7. Merchants are required to list prices for Items they sell through the Site and to provide Joom with a shipping price (including the return shipping costs in case the customer expresses its wish to return the item within any period from the order date until 14 calendar days followed after the date of the item’s receipt or under the guarantee). A return label is enclosed in each parcel sent for potential return of the goods in case the customer requests so. Joom may also provide Merchants with a solution for the return shipping labels’ generation.
6.8. Joom reserves the right to:
6.8.1. Set or adjust the final prices of Items and determine the shipping costs displayed to users.
6.8.2. Initiate sales, promotions, special deals in relation to Items offered by Merchants on the Site.
Provisions of clauses 6.8.1 and 6.8.2 do not affect the amount or percentage Joom has agreed to pay to Merchant for Items sold by such Merchant (provided in clause 6.1. above).
6.9. Sales, promotions, special deals initiated by Merchant on the Site are subject to a prior written approval by Joom and shall be made in compliance with any applicable laws and regulations. Joom and Merchant may agree on other sales, promotions, special deals in relation to Items offered by Merchants.
6.10. Unless otherwise informed by Joom, the default payment period for Merchants is 30 calendar days since the shipment date, confirmed by the data of the tracking number. Joom intends to provide necessary information to PSP for the pay-out to Merchant not later than 30 calendar days from the shipment date.
Joom will pay Merchants for their completed transactions 2 times a month. This payment will be a net amount: Merchant’s items’ prices less Joom’s commission, any refund and compensations. In the event Joom introduces a new service, the fees for that service (added to a commission defined in 6.1.) are effective from its launch date and will be charged from amounts payable. Transactions that cannot be confirmed as delivered may be ineligible for payment.
Please note: if there is a case of your non-compliance or the risk of non-compliance by you with any provisions of this Agreement, any other conditions, policies and platform rules of the Site, including such you improper performance or non-performance of this Agreement that resulted in the obligation of Joom to proceed with chargeback for customers in accordance with Joom’s rules for customer or applicable payment provider terms and policies, Joom reserves the right to withhold payments to the merchant for a certain period of time. In such case, Joom will inform you of the period of the payment suspension and may (but is not obliged) request from you evidence of the proper performance of the Agreement.
6.10.1. In case there are any amounts due and they have not been paid as provided in this clause and within the period specified, Merchant shall notify Joom via email or other means specified in these Terms or available in the Merchant’s account. If the amounts due have not been paid due to any problems on the Merchant’s side (including, but not limited to incorrect payment details, change of the legal entity on the Merchant’s side that is non-compliant with Joom’s KYC requirements, any Joom’s terms and policies or any applicable legislation), Merchant shall contact Joom and provide Joom with the correct information as soon as possible. If any amounts have not been paid due to a court decision or order, Merchant shall resolve the legal case and provide Joom with evidence that payments can be released without breach of any Joom’s or Merchant’s legal obligations or restrictions imposed by the relevant court or other authorities.
Merchant is not entitled to any penalties due to delay in payment of any amount as specified above.
If Joom finds out that there are any unpaid amounts that Merchant does not claim to be paid, Joom will inform the Merchant accordingly and send a notification letter via email or post. Merchant shall respond to such letter and either confirm the amount payable and provide Joom with any information that may be requested to execute the payment or provide Joom with evidence that the amount is not correct within 10 business days after the date when the letter is sent. If Merchant does not reply to the letter and does not contact Joom on this matter within 6 (six) months from the date of the letter or the Merchant is liquidated and none of its legal successors contact Joom, Joom reserves the right to write-off the unpaid amounts without any notification to Merchant. Upon such event Merchant has to right to claim any such unpaid balances.
6.11. Ordered Items shall be shipped by Merchants to customers at the Merchant’s expense within 4 business days after payment receipt date by Joom’s PSP.
6.12. Any return of the item in accordance with a guarantee (as determined in Joom’s policies) or if done after the order has been made or within 14 calendar days after the item’s receipt must be free of charge for the customer and shall be done at the Merchant’s expense. In other cases, returns shall be made at the expense of the customer. All Items may be returned except for those Items which cannot be returned under the applicable laws and regulations of the country of destination. Merchant is obliged to indicate a full information with all necessary details for a return shipping and is liable for any losses caused by failure to meet these requirements.
6.13. In the event Joom introduces a new service, the fees for that service (added to a commission defined in 6.1.) are effective from its launch date.
7. Listing and Selling
7.1. By listing an item on the Site, you warrant that you and all aspects of the item comply with Joom’s published policies (regarding IP rights protection, guarantees, personal data protection, advertising, etc.). You also warrant that you are legally authorized to sell the item. You must accurately describe your item and all terms of sale on your Joom account page. Your listings may only include reliable text descriptions, graphics, pictures and other contents relevant to the sale of that item. All Items must be listed with appropriate and truthful tags. Each listing must accurately and completely describe Item(s) for sale in that listing. If the “in stock” quantity is more than one, all Items in that listing must be identical.
7.2. All sales made via the Site are binding for Merchants. The merchant is obligated to ship the order or otherwise complete the transaction with the customer in a prompt manner, unless there is an exceptional circumstance, such as: the transaction cannot be completed due to laws, regulations, policies, natural disasters, wars, strikes and other unforeseen factors. The cost and losses arising from not completing orders in time shall be undertaken by Merchant.
7.3. You are allowed to sell items listed in Joom’s publicly available catalog of goods (as may be amended from time to time by Joom), unless prohibited or restricted in accordance with this Agreement. For illustration purposes, the currently available categories of items are:
- Women’s Clothing & Accessories
- Health & Beauty (depending on the applicable restrictions in the location of a user)
- Home & Kitchen
- Automobiles & Motorcycles Accessories and Parts
- Baby Stuff
- Jewelry & Bijouterie (depending on the applicable restrictions in the location of a user)
- Men’s Clothing & Accessories
- Luggage & Bags
- Hobby, Sport, Traveling
- Pet products
- Weddings & Events
- Office & School Supplies
- Cameras and Optics (depending on the applicable restrictions in the location of a user)
- Industry & Business
- Garden Supplies
- Groceries of not short-lived kinds such as sweets (candies, jellies, caramels, chocolate, etc.), dried fruits, beans, dried baby food and cereal
- Coffee and tea (depending on the applicable restrictions in the location of a user)
In case of sale of groceries, any other kind of food products (if permitted by the applicable legislation of the country of origin and the country of destination), non-perishable baby food, coffee and tea, you guarantee and warrant that such products comply with any applicable legislation and satisfy without limitation the following requirements:
- Such products comply with the applicable legislation relating to food products (including, but not limited to any applicable customs regulations/restrictions).
- Such products have labels with all mandatory information required by the country of origin and/or the country of destination.
- Each item has description of the intended use and conditions of use of such product, consumer qualities, purpose of use, methods of cooking, list of ingredients, nutrition value, storage conditions, weight, place and date of manufacture, contraindications. Such information shall be provided in the official language of the country of destination.
You hereby also confirm that you are duly authorized to sell such products under any applicable legislation and agree that you remain entirely and exclusively liable for the sale of such products.
8. Prohibited, Questionable and Infringing Items and Activities
8.1. You are solely responsible and liable for your conduct and activities on the Site and/or with regard to Joom and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, Items, and links (together, “Content”) that you submit, post, and display on Joom.
8.2. Restricted Activities: Your Content and your use of the Site:
- Must not be false, inaccurate or misleading.
- Must not be fraudulent or involve the sale of illegal, counterfeit or stolen Items.
- Must not infringe any third-party’s copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy.
- Must not breach this Agreement, any Site policy or community guidelines, or any applicable law or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising).
- Must not contain Items that have been identified as hazardous to consumers.
- Must not be defamatory, libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including Joom staff or other users), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device.
- Must not modify, adapt or hack Joom or modify another website so as to falsely imply that it is associated with Joom.
- Must not solicit business for, direct sales to, or promote any website, service, or entity outside Joom.
- Must not violate this Agreement, any rules and/or policies of the Site or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising).
8.4. Merchant authorizes Joom as an agent of Merchant to assist Merchant in handling and resolving customer’s claims and complaints that relate to refunds and guarantee in accordance with the policies set by Joom and/or PSP. For this purpose, Merchants shall be obliged to reply to Joom’s support agents and provide any necessary information that may be important for the case within 48 hours, but in any case not later than within 5 calendar days.
All the payments owed to Merchant shall be made by deducting or withholding the amounts of refund, compensation and other fees determined by Joom. Merchants should agree to our decision on the refunds made in compliance with the Joom’s terms and policies and legislation applicable to the customer. Joom will notify you of the result and reserve the right of final explanation.
Joom may decide to implement a policy that allows Joom to withhold payment or other due payments according to this Agreement. If Joom has reasonable doubts to believe that any actions or behaviors of the Merchant may cause disputes and/or may lead to fees, penalties or customers’ claims, Joom has rights to take necessary measures to postpone payments to the Merchant and/or withhold amount payable or other due payments according to this Agreement, until all investigations of those actions and behaviors have completed.
8.5. You agree that Joom has no obligations to keep information, update information or send you the latest information in the case of suspending or ceasing your account.
8.6. Without limiting Joom’s remedies for any violation of any provision above (or any other provision in any other agreement between you and Joom), if Joom (in its sole discretion) determines that you violate any of the above provisions, Joom may, temporarily or permanently, freeze your account (including, without limitation, any amounts therein and any payment to you therefrom) or suspend any payments due.
8.7. You agree to fully indemnify and hold Joom harmless for any losses, damages, costs, expenses (including legal fees) and liabilities which Joom may incur in connection with any suit, claim, proceeding or complaint caused by Merchant’s infringement of any third-party’s copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy as well as any violation of Joom Intellectual Property Policy for Merchants. Joom reserves the right to use any other remedy available under this Agreement or the applicable law in case of violation of a third-party rights caused by the third-party rights’ infringement by the Merchant.
9.1. Joom does not claim ownership rights in your Content. You grant Joom a license solely to enable Joom to use any information or Content you supply Joom with, so that Joom is not violating any rights you might have in that Content. You grant Joom a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right (with the right to authorize sublicensing) to exercise the copyright, publicity, and database rights you have in the Content, in any media now known or not currently known, with respect to your Content. You agree to allow Joom to store or re-format your Content on Joom and display your Content on Joom in any way as Joom chooses.
9.3. Joom is the data controller with respect to any Joom user data collected through our Services. The Merchant acts as a data controller with respect to the user data in connection with performance of sale contracts concluded with such users. Merchant shall at all times comply with the applicable legislation, including but not limited to, the EU General Data Protection Regulation. The Merchant is limited to using such data for performance of the sales contract and may not use it for, among others, marketing purposes.
9.4. By posting Content on Joom, it is possible for an outside website or a third party to re-post that Content. You agree to hold Joom harmless from any dispute concerning this use.
10. Dispute Resolution and Exemption Clause
10.1. In the event a dispute arises between you and Joom, please contact Joom.
10.2. Any dispute arising from or in connection with the subject matter of this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales. Use of the Site is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section.
10.3. Should you have a dispute with one or more users or any third party, you release Joom (and its officers, directors, agents, subsidiaries, joint ventures and employees) from any and all 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.
10.4. Joom, for the benefit of Merchants and at its sole discretion, may take reasonable efforts to help Merchants to resolve disputes. For avoidance of any doubts, Joom has no obligation to resolve disputes between Merchants and users or between Merchants and outside parties. To the extent that Joom attempts to resolve a dispute, Joom will do so in good faith and in accordance with Joom’s policies. Joom has no power and will not make judgments regarding legal issues or claims.
11. Joom’s Intellectual Property
11.1. Joom, and other Joom graphics, logos, designs, button icons, scripts, and service names are registered trademarks of SIA Joom. Joom’s trademarks may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service in any manner that is likely to cause confusion.
12.1. Without limitation to any other remedies, Joom may unilaterally decide, without notice and without refunding any fees, delay or immediately remove Content, warn Joom’s community of a Merchant’s actions, issue a warning to a Merchant, temporarily suspend the Merchant’s account, temporarily or indefinitely suspend Merchant, Merchant’s account privileges, terminate a Merchant’s account, prohibit access to the Site and/or take technical and legal measures to keep a Merchant off the Site and refuse to provide services to a Merchant if any of the following applies:
- Investigation of Merchant’s actions on the Site.
- Joom is unable to verify or authenticate any of Merchant’s personal information or Content.
- Joom believes that a Merchant is acting inconsistently with the letter or spirit of Joom’s policies, has engaged in improper or fraudulent activity in connection with Joom or Merchant’s actions may cause legal liability or financial loss to Joom’s Merchants or to Joom.
14. No Warranty
14.1. Joom, Joom’s subsidiaries, officers, directors, employees and Joom’s suppliers provide Joom’s website and services “as is” and without any expressed, implying or statutory warranty or condition. Joom, Joom’s subsidiaries, officers, directors, employees and Joom’s suppliers specifically disclaim any implied warranties of title, merchantability, performance, fitness for a particular purpose and non-infringement. In addition, no advice or information (oral or written) obtained by you from Joom shall create any warranty.
15. Liability Limit
15.1. In no event shall Joom, and (as applicable) Joom’s subsidiaries, officers, directors, employees or Joom’s suppliers be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use of the Site, Joom’s services, or this Agreement, including but without limitation, lost profits, bodily injury, emotional distress, or any special, incidental or consequential damages.
15.2. Joom’s liability, and (as applicable) the liability of Joom’s subsidiaries, officers, directors, employees, and suppliers, to you or any third parties in any circumstance are limited to the greater of (a) the amount of fees you pay to Joom in the 12 months prior to the action giving rise to liability, and (b) 100 Euro.
16.1. You agree to indemnify and hold Joom and (as applicable) Joom’s parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of:
- Your breach of this Agreement or the documents incorporated by reference, or your violation of any law or the rights of a third party.
- Your breach of agreements with PSP.
- Revocation of authorizations given to Joom under this Agreement or agreements with PSP.
17. No Guarantee
17.1. Joom does not guarantee usable, timely, secure, correct, continuous, uninterrupted access to the Site, and operation of the Site may be interfered with by numerous factors outside Joom’s control. Joom is not responsible for any services breaking down, including (but without limitation) system corruption or other situations that may affect receiving, processing, testing, completion or settlement of transaction.
18. Legal Compliance. Taxes
18.1. You shall comply with all applicable local and international laws, statutes, ordinances and regulations regarding your use of the Site and any Joom service and, if applicable, your listing, solicitation of offers to purchase, and sale of Items. You hereby also agree and undertake to comply with all applicable laws and regulations of the country of customer’s residence, including, but not limited to, all applicable consumer protection regulations and restrictions.
In addition, you shall be responsible for paying any and all taxes applicable to any sales of Items you make on the Site (excluding any taxes on Joom’s net income) and for which you are responsible for accounting and payment. Please note that you may be required to register for the tax purposes in other country in accordance with the effective legislation and regulations of such country. If this is the case, you undertake to comply with all applicable requirements of such another country and are fully responsible for such compliance, including any consequences for any breach resulted from non-compliance with the applicable laws and regulations. If Joom is held liable for your non-compliance with such requirements (i.e. for non-registration for VAT purposes in the customer’s country and/or for non-payment of any applicable taxes), you agree to release Joom from any and all claims, liability, costs, damages or other obligations arising out of your breach of the applicable laws and regulations and agree to compensate Joom any costs, fees and penalties immediately upon receipt of such request from Joom. Joom hereby reserves the right to charge any such costs, fees and penalties from the amounts payable to you for the Items sold on the Site in accordance with this agreement.
18.2. In an effort to remain compliant with respective consumer and tax legislations, we strongly encourage our Merchants to maintain good standing with respect to customs duties and value added taxes, where applicable.
18.3. Merchants shall take any measures required by the applicable legislation in order to comply with the EU and UK VAT rules effective as of 1 July 2021 and as of 1 January 2021 respectively, as well as with any other VAT rules that may apply to the sales of merchants in the country of destination. The mentioned legislation consists, inter alia, of Council Directive 2006/112/EC of 28 November 2006 on the common system of value added tax, Council Directive (EU) 2017/2455 of 5 December 2017 amending Directive 2006/112/EC and Directive 2009/132/EC as regards certain value added tax obligations for supplies of services and distance sales of goods, Council Implementing Regulation (EU) 2017/2459 of 5 December 2017 amending Implementing Regulation (EU) No 282/2011 laying down implementing measures for Directive 2006/112/EC on the common system of value added tax, Council Directive (EU) 2019/1995 of 21 November 2019 amending Directive 2006/112/EC as regards provisions relating to distance sales of goods and certain domestic supplies of goods, Council Implementing Regulation (EU) 2019/2026 of 21 November 2019 amending Implementing Regulation (EU) No 282/2011 as regards supplies of goods or services facilitated by electronic interfaces and the special schemes for taxable persons supplying services to non-taxable persons, making distance sales of goods and certain domestic supplies of goods (“VAT rules”).
To ensure the correct application of the new VAT rules, the Merchant agrees to be bound by the following obligations:
- Merchant shall provide Joom with full and valid information that may be required or requested by Joom in order to comply with the VAT rules (i.e. full, valid and up-to-date information on the location of goods at the point of sale, information on the ownership over the items stored in the territory of the EU at the point of sale or in the territory of such other country VAT rules of which may apply, etc.).
- Merchant shall ensure its compliance with the invoicing requirements of the country of its tax residence and the country of destination (i.e. user’s country) with regard to the sales for which the Merchant is obliged to account for VAT and shall ensure it does not issue invoices for sales for which it is Joom’s obligation to account for VAT.
- Merchant shall ensure that the value of items in one package (merchant’s parcel) does not equal or exceed EUR 150 (for the EU countries) and 135 pounds (for the UK). Other limits (if any) that may be provided by the applicable legislation of other countries shall also be strictly observed.
- In case the Merchant becomes aware of the Joom’s VAT identification number (“VAT number”), the Merchant shall ensure that it uses the VAT number only for the items (parcels with items) sold via the Site and only in cases when Joom is obliged to account for VAT. Merchant shall also take all reasonable actions and introduce all necessary measures in order to ensure confidentiality of the VAT number. If Merchant transmits the VAT number to any third parties, including its affiliated parties or logistics providers, Merchant shall ensure that there is an agreement between the Merchant and such affiliated or third party (parties) on confidentiality, non-disclosure and correct use of the VAT number.
- In case the Merchant disclose the VAT number, whether intentionally or not, it shall notify Joom immediately and take all possible actions in order to cease unauthorized use of the VAT number.
- In case of any investigation of unauthorized use of the VAT number, the Merchant shall actively and timely cooperate with Joom in order to investigate such unauthorized use and any other related circumstances. In particular, the Merchant agrees to provide Joom with any documents and information that may be related to the use and transmission of the VAT number.
- In case the Merchant uses any of the VAT numbers in breach of this Agreement, allows to use or does not take reasonable and necessary measures in order to preclude the use of any of the VAT numbers by any unauthorized person/third party, the Merchant shall compensate Joom or any its affiliated party upon Joom’s request with any losses incurred by Joom as the result of such unauthorized use (including, but not limited to, the amount of overpayment of VAT that resulted from the unauthorized use of any of the VAT numbers) as well as reasonable associated documented legal fees. Any such losses and expenses shall be paid to Joom not later than within 30 calendar days from the moment of receipt of Joom’s request.
- Merchant shall comply with any other rules specified in the Merchant Help Center related to the compliance of Joom and the Merchant with the EU, UK or other countries’ VAT rules.
Joom cannot be held liable for any actions or omissions of the Merchant resulted in non-compliance with any applicable VAT legislation, including the EU, UK and other counrties’ VAT rules.
19.1. If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect.
20. No Partnership, No Commission Agreement
20.1. Merchants have no right to represent Joom to make or accept any offers or acceptance on behalf of Joom. Merchants cannot make any statements at any circumstance that may cause conflict with these Terms of Service. This Agreement does not establish an exclusive partnership between Merchants and Joom.
20.2. This Agreement shall not be considered the commercial commission agreement and/or the commission agreement. This Agreement does not establish relations between Joom as the commission agent and the Merchant as the commitment.
21. Modification and Termination of the Joom Service
21.1. Joom reserves the right to modify or terminate the Joom service for any reason, without notice, at any time (including but not limited to the cases when Merchant’s and PSP’s agreement is terminated or Merchant’s account with PSP is closed). Joom reserves the right to alter these Terms of Service or other Site policies at any time, so please review the policies frequently. If Joom makes a material change Joom will notify you here, by email, by means of a notice on our home page, or other places Joom deems appropriate. What constitutes a “material change” will be determined at Joom’s sole discretion, in good faith, and using common sense and reasonable judgment.
22. Choice of Law
22.1. This Agreement shall in all respects be interpreted and governed by the laws of England and Wales.
23.1. Sections 6 (Fees, Payments and Delivery), 9 (Content), 10 (Dispute Resolution and Exemption Clause), 11 (Joom’s Intellectual Property), 12 (Breach), 13 (Privacy), 14 (No Warranty), 15 (Liability Limit), 16 (Indemnity), 17 (No Guarantee), 18 (Legal Compliance. Taxes), 19 (Severability), 21 (Modification and Termination of Joom Service), 22 (Choice of Law) shall survive any termination or expiration of this Agreement.
24.1. Except as explicitly stated otherwise, any notices shall be given by postal mail to Joom at Gustava Zemgala st. 78, LV-1039, Riga, Latvia (in the case of Joom) or, in your case, to the email address you provide to Joom (either during the registration process or when your email address changes). Notice shall be deemed as proof of service 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, Joom may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Joom. In such case, notice shall be deemed as proof of service three days after the date of mailing.
25.1. The services hereunder are offered by SIA Joom, located at Gustava Zemgala st. 78, LV-1039, Riga, Latvia.
26.1. This Agreement is strictly confidential, and its content shall not be disclosed to the third parties, except for PSP. Joom reserves the right to claim Merchant for all losses and damages caused by a disclosure of such information by Merchant to the third parties.
26.2. Documents and information provided by Merchant at the moment of registration on the Site, any further documents and information uploaded via https://merchant.joom.com and the Merchant’s account on the Site or made available to Joom by any other means shall be regarded as confidential. However, Joom or its subsidiaries and affiliated parties have the right to disclose documents related to the Merchant and Merchant’s products (such as conformity documents that include, but not limited to certificates of conformity issued by authorized bodies and agencies and self-declaratory documents) and any other supporting documents upon request of authorized bodies and third parties if such request is lawful and reasonable and if such disclosure is required for further execution of this contract. Such disclosure does not require any prior permission of Merchant and can be made without any prior notification to Merchant.
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