Usage Agreement (Terms and Conditions of Seller on the ODA Platform)
Please see seller’s terms and conditions below. The seller’s terms will be published on the ODA’s website, and they explain the terms that you as a seller can access and use our website, services and applications, including our mobile application, for sale directly to buyers on the site. We would like to draw your attention that these seller conditions are for initial review only. Acceptance of these seller conditions will be deemed effective only when they are accepted on our website. In addition, ODA reserves the right to amend the seller's terms before they are accepted on the site.
1. An introduction.
2. Our Services.
We have the right to determine the content, appearance, design, functionality and all other aspects of the website and services (including the right to redesign, modify, remove and change the content, appearance, design, functionality and other aspects of the website and services and any element, aspect, part or feature of it at any time and from time). To post), delaying or suspending inclusion, refusing to list, cancelling listing, or requiring you not to list any or all products at our absolute discretion. We may, at our absolute discretion, stop any of your sales deals for the purpose of conducting an investigation, and we also have the right to refuse to process and / or restrict shipping destinations and / or to stop and / or cancel any of your sales deals if we deem it necessary for legal purposes, or for ensuring the compliance to the terms of the seller.
3. Sales Models.
The sales forms available to you are detailed in the Service Supplement which forms an integral part of the Seller Terms (the "Service Supplement") of the relevant ODA website. The classification of each type of product must be precisely detailed according to its sales model. In cases where the product is stored by you and delivered to the buyer by us, the order must be made within the time period specified in advance on your account.
According to the seller's performance program, we reserve the right to suspend or block your account for the following reasons: a) Delayed delivery according to the agreed schedule; B) High level of returns; C) negative reviews from buyers; And / or d) cancel an order that has been confirmed by the buyer. Moreover, we reserve the right to retain the products and transfer the ownership of the products to us, while if you fail to pay the dues within thirty (30) days from the date of the pending dues.
4. Your Obligations as a Seller.
B. In addition to your obligations stated in the legal documents, and unless otherwise agreed by us, you must comply with the following conditions:
I. Deliver the product according to the conditions of packaging and other instructions that we notify you in writing and in advance,
II. Safely packaging and transporting products in a way that reduces the risk of product damage,
III. Obtaining all necessary documents, permits and approvals for the delivery of the product,
IV. Arranging for the collection of products from our warehouse that are subject to a request for return, exchange or rejection on our part in the stage of product quality inspection,
VI. Provide a warranty for a period of twenty-four (24) months for all electronic products (specified in the terms of sale) that are sold to buyers in the Kingdom of Saudi Arabia. These guarantees apply in cases where there are defects in materials, design and workmanship. Your obligations are limited to repairing the defective product or replacing the defective part, or at our discretion, to replace the product or refund according to the market price for the product itself. For more details on warranties, please review our Terms of Sale.
VII. Continuing to bear responsibility for after-sales services, warranties, maintenance operations, defects, and
VIII. Commitment to our instructions regarding your products or the use of our services, including with regard to deleting the listings of displayed products that violate the intellectual property rights of others, and arranging delivery or collecting returns, or other similar matters.
IX. Provide us with your VAT registration data, and any additional information required by us. All registration data or requested information provided to us must be accurate and correct; And the;
X. Update your pricing with VAT in mind. Any products shipped to the buyer on or after January 1, 2018, will be subject to VAT, even if the product was ordered by you before January 1, 2018.
XI. You acknowledge that you are responsible for paying all relevant taxes to the General Authority for Zakat and Income.
C. You acknowledge that you are aware that it is our priority to ensure a pleasant and smooth experience for buyers through the site, and that we perform services to buyers to enhance their shopping in relation to delivery, return, exchange and product warranty under the terms of sale. Therefore, you agree to provide the necessary assistance to enable us to fulfil our obligations to the buyers under the terms of sale and you also agree to: (a) Accept the returned product in the event that the buyer is entitled to return the product under the terms of sale or under the warranty period stipulated in the laws of the Kingdom of Saudi Arabia in force, ( B) Replace or return any product that is returned by the buyer under the terms of sale and ensure that the return or exchange is made within a reasonable period of time to enable us to fulfil our obligations under the terms of sale, and (c) take all necessary procedures to return money to the buyer to ensure that we fulfil our obligations to refund money Under the terms of sale.
D. You agree that you will receive the products that are returned to you due to the customer's cancellation of the order, or because of the product’s failure in the quality inspection process. These products will be returned to you within seven (7) working days. Products that are classified as undeliverable, and products that are returned at the customer’s request will be returned to you within twenty-one (21) working days, or within thirty (30) working days for products that are shipped internationally, as you have been informed of a different timeline from time to another. You can choose to keep the product which has passed our quality inspection with us for any potential sales in the future. Moreover, a product that did not pass the quality inspection test will be returned, and based on the product's condition, you will be paid a fee for such damages as mentioned on the website from time to time.
E. You acknowledge that you may be exposed to a fine of up to 100% of the product price, in the event that any request is rejected by you for any of the following reasons, for example, but not limited to:
I. The product has been out of your stores even though it appears in a condition available in your seller's account, or if it was visible on the site in an available condition and you did not have it in stores, or
II. An incorrect product price was specified by you on your seller account.
F. You agree to the following terms with respect to all products that are returned by the buyer under warranty claims:
I. Collection of the product by us from the buyer and delivery to the most recent address that you have registered in your seller account and / or in our seller database;
II. Upon receipt of the product for warranty service, you are obligated to sign the work request form submitted by our delivery representative as evidence of acceptance of the receipt, after you inspect the product (if necessary) with the delivery representative present;
III. You are solely responsible for the repair of the product at your service centre, the provision of an alternative product or the delivery of the product to the official service centre of the brand;
IV. In the event that you repair or replace the product under warranty and return it to the delivery representative, it must be in good condition, and this includes all accessories, if any. The product and packaging must be clean and free from any damage, and the product must remain in its original box or packaging;
V. In the event that you are located outside the city of Riyadh, Kingdom of Saudi Arabia, it is your responsibility to follow up the shipping company (which has been selected according to our discretion) regarding the receipt and / or delivery of the product, by providing you with the details of the shipping document from the said shipping company. It also guarantees that the process of receiving and / or delivering the product to our warehouse takes place within a maximum of two days, starting from the date on which we provide the details of the shipping document to you.
G. You acknowledge that you may be subjected to a fine of up to 100% of the product price, which may include additional costs such as delivery charges, in order to refund money to the buyer in any of the following cases related to warranty claims:
I. If you have denied warranty claims;
II. In the event that you return a product to us or the buyer and do not repair it or refuse to exchange the product without providing a compelling and reasonable reason;
III. In the event that no calls or emails are answered from the warranty follow-up team;
IV. If you sell used or refurbished products;
V. In the event that you are unable to provide an official technical report detailing the repair or replacement of the product, or that the product is out of warranty, when the delivery representative or the shipping company collects the product from you;
VI. In the event of non-compliance with the maximum repair period of (14) days from the date of receiving the product.
H. In addition, you agree to:
I. We may, for any operational or other reasons, buy the product from you and resell it to the buyer, and this will be at our sole discretion. In this event, your obligations under this clause will remain in effect, including, but not limited to; Warranty policy, return policy, and payment terms, they will still apply to the buyer who made the order from the site as if the sale was directly to that buyer,
II. We have the right to refuse the product upon receipt from you in the following cases: (1) If the product is damaged, (2) The product does not meet our packaging, quality, or other conditions, (3) the absence of the necessary documents, or (4) failure The product complies with these seller’s terms or any other applicable laws,
III. In the circumstances in which we store your product, we have the right to dispose of your product (s) or dispose of them as we want, in accordance with the Return to Seller (RTV) policy and process as specified in the Service Supplement, if you did not work to receive your returned products yourself from our warehouse, Or you did not request delivery to you through us, or for any reason, refusal or failure to receive your RTV products within the period we inform you of, in the event that: 1. Rejection on our part; 2. Return by the customer; OR 3. Require stock returns, within the specified time period for the business model you have chosen starting from the date on which we notify you to return the rejected stock, or confirm the stock return.
IV. You retain all ownership rights to the products until they are delivered and paid for by the buyer, and we will not have the right to receive the products at any time during the provision of our services (except in cases where ODA pays the full cost of the products through damage compensation, or in the event that the returns policy is not complied with. RTV in clause h (iii), according to which, in any circumstance, ownership of the products fully passes to ODA);
V. We will file invoices and creditor notices on your behalf, based on your VAT record data that you provide in accordance with paragraph 2-4 (h) in order to facilitate transactions between you and the buyer. These invoices and credit notes will be sent to you in electronic format.
VI. The primary relevance of the invoices will be between you and the buyer; therefore, you will not issue any invoices to us for the products unless otherwise agreed between the two parties, you can only issue the packing list or the delivery receipt to us.
VII. You will have the discretion to choose and adjust product pricing manually, via a pricing engine or through an Application Programming Interface (API) provided in your seller account. In accordance with clause e (ii), and you must fulfil all requests requested by the customer even if the entered price is wrong, and you must bear in full any costs or liabilities due to pricing errors.
5. Fees and Payments.
A. The fees applicable for using our services depend on the specific business model. Fees are included and detailed in the service appendix of the respective site and may vary in the future. The fee schedule in effect on the date of the conclusion of the relevant product sale transaction shall be effective.
B. We may impose or impose on one of our subsidiaries or third parties involved in providing services a fee related to: (a) listing of products, (b) a percentage of the sale, (c) use of our delivery, warehousing and logistics services, (d) Fees for processing payments, chargebacks to the customer or other related fees, (e) customs duties or other taxes that we may incur when providing services to you, (f) costs we may incur if you violate clause b (vi, vii). Other fees that will be notified in advance.
C. We or our affiliated partners or third parties involved in providing services will bill you for our service fees. Furthermore, you authorize us to raise billing on your behalf for any services you provide to us.
D. You will be able to verify the validity of the sales reports through your account. The report includes the amount that has been successfully collected for the sale of your products minus the applicable fees (“sales proceeds”).
E. Sales proceeds will be deposited weekly into your bank account. The proceeds of sale are only deposited into bank accounts in the Kingdom of Saudi Arabia or any other country that appears on the site as supported by our standard functions that are activated for your account. In no case shall we be responsible for any incorrect bank account information provided by you, and the consequences thereof.
F. In order to authorize payments to be made in your favour, we may need to create an account for you with our other payment processing companies, including accepting their terms and conditions and providing your details on your behalf. You hereby authorize us to do so, and we shall not be liable to you for any damage or loss that you may incur as a result of that.
G. You agree that we can offer discounts on your products. In this case, we will add the discount in the invoice submitted by you to the buyer, and we will pay this discount by adjusting our commission.
H. If you wish to sell your products to customers in the Kingdom of Saudi Arabia, you authorize us under this agreement to announce the sale of these products to us at a price higher than the price specified by you in order to cover the shipping and configuration fees.
In addition, when importing goods from outside Saudi Arabia, 5% of the goods price will be calculated as a tax imposed by the Saudi government as fees for clearing imported goods (the aforementioned percentage is subject to what is updated by the Saudi government in this regard). Although goods exported outside the United Arab Emirates are subject to 0% of the value-added tax (VAT) in the United Arab Emirates, the Kingdom of Saudi Arabia will impose value-added tax on any goods imported from abroad when they cross the border. Accordingly, this agreement is prepared upon your approval to impose 5% of the selling price of goods in Saudi Arabia as a tax fee. According to Article (54) of the value-added tax law in the United Arab Emirates, the recoverable input tax is defined as follows:
The amount of the refundable tax that a taxable person may claim for the tax period is the sum of taxes that are paid in exchange for selling goods and services to be used or intended to be used to do the following:
I. Taxable supplies,
II. Supplies manufactured outside of the state, which would have been possible,
III. It is subject to tax if it is manufactured in the country,
IV. The supplies specified in the legal executive regulations are the supplies manufactured outside the United Arab Emirates, which would have been exempt from tax had they been manufactured inside the country.
I. If you provide us with your VAT registration data, we will issue the invoice to the buyer on your behalf and send you the full amount collected from the buyer after deducting any of our commissions.
J. If you do not provide your VAT registration data, we may purchase the product from you and resell the product to the buyer in accordance with clause h (i). You agree that we will deduct five percent (5%) of the amount that will be transferred to you, unless a VAT invoice is submitted from you.
K. Notwithstanding any provision to the contrary in these terms of the seller and without prejudice to other rights and compensation that we enjoy, you acknowledge our right to:
I. Withhold all and any amounts owed in your favour to compensate for all losses or damages incurred by us or incurred by any seller, as we determine individually, as a result of, for example, but not limited to: (1) Products that violate the intellectual property rights of others; And (2) fraudulent behaviour on your part; And the;
II. Upon suspending or closing your account or terminating your use of our services, we have the right to set off a set-off between the amounts that are paid to you according to an amount that we specify that is sufficient to cover refunds, refunds, adjustments, or other amounts paid to buyers in connection with your sales deals. For a period extending to three (3) months. And at the end of the three (3) month period following suspension or termination, we will pay you any amount not used in compensation for refunds, refunds, modifications, or other amounts paid to buyers or we request compensation from you through any of the following means, for any additional amount required to offset chargebacks, refunds, adjustments, or other amounts paid to buyers, as applicable:
- By deducting payments owed to you in the future;
- Cancel any outstanding balances on your account;
- Charging your credit card fee; or
- Seek compensation from you by any other legitimate means.
For that, you authorize us to use any or all of the foregoing means to obtain compensation, including debits from your credit card or bank account.
L. You agree to indemnify us and absolve us of our liability, including indemnification and liability for our parent company, its subsidiaries and its subsidiaries, directors, officials, agents, employees, suppliers, subcontractors and licensees related to our company or the parent company and subsidiary and subsidiary companies from and against any losses, damages and expenses (including legal fees and fees) Attorneys) that may arise out of or relate to any claims or requests made by any third party due to or arising from: a) Your breach of this Section 5 or Section 4 (viii); Or (ii) your violation of any applicable laws or regulations.
6. Intellectual Property.
You grant us a non-exclusive, fee-free, sublicensable, transferable, permanent and global license to use your trademarks and other intellectual property rights that you may provide to us in order for us to provide services to end users. Moreover, it is not permissible to use ODA's name, trademark or logo in any advertisements, promotional campaigns or information without the prior written consent of ODA or permission to be used, and upon obtaining this approval the name, trademark and logos of ODA shall be used accurately in accordance with the permission granted by ODA.
7. Guarantees, Representations and Undertakings.
A. Warrant, represent and undertake that:
I. You are fully empowered to agree to these seller’s conditions and that you must comply fully at all times with all applicable laws, regulations and legislation, including but not limited to:
- Anti-bribery, anti-corruption, export control and penalties laws;
- Consumer protection laws;
- import regulations, including with regard to species approvals; And the
- Customs duties and other applicable direct and indirect taxes;
II. You have obtained all necessary licenses, permissions, permits, property rights, approvals and licenses in the products that you list or that are listed on your behalf in order to sell or promote these products in the Kingdom of Saudi Arabia;
III. Your listed products conform to the required quality and safety standards in the Kingdom of Saudi Arabia;
IV. That all products are new (not refurbished or used) and free from defects;
V. You are solely responsible for any legal obligations arising from the purchase and use of your goods listed on the site by users of the site or any other third party.
VI. You own or have the power to grant licenses granted to us by you under the terms of the seller; And that any content that you provide as part of your use of the services and any products that you include do not violate the rights of others anywhere in the world including, but not limited to, any intellectual property rights (whether registered or not),
VII. You must correctly and accurately list the dimensions of the product on the website. If the dimensions are not correct, you will be responsible for any additional shipping costs that may be incurred.
B. Subject to the provisions of clause a, services are provided to you on a "as-is" basis without making representations, guarantees or conditions of any kind. We disclaim all warranties, conditions, and representations of any kind, whether express, implied or subordinate, including, but not limited to, all conditions, representations or warranties related to marketability, fitness for a specific purpose or general purpose, or non-infringement. , Compatibility, or that the services are secure, error-free, or that they would operate without interruption or be provided in a correct or timely manner or not at all.
C. Additionally, although we try to be as accurate as possible, we do not guarantee that the product description or other content of any service is accurate, complete, reliable, current or error-free. In addition, it is your responsibility to review the contents of your listings for accuracy, and do not attempt to hold our catalogue / content providers liable for inaccuracies.
D. In the event we determine, in our sole discretion, that you have violated any of the warranties, representations and undertakings contained in paragraph a:
I. You will be responsible for paying compensation of no less than fifty thousand Saudi riyals, in addition to paying any fine or fees imposed by any authority or government agency,
II. Any payments due from us to you will be held until such breach is remedied;
III. We may impose a fine as compensation from you to us, which will be determined and approved at our discretion, for all direct and indirect losses that we suffer as a result of the violation, including compensation for loss of reputation,
Moreover, when you do not pay the full compensation and / or penalty imposed, we impose a conditional ban on a time basis. Notwithstanding the foregoing, we reserve the right to take appropriate legal action against you and report these products that violate Clause A to the law enforcement authorities.
A. It is strictly forbidden to list or sell any counterfeit products on the site. Every product sold on the site must be original and reliable. Banned counterfeits include Counterfeit products, adulterated products or pirated copies of products or content, or counterfeit products that have been illegally copied, reproduced or manufactured.
B. It is your responsibility to ensure that all products listed on the site for sale by you are original and non-counterfeit products, and do not violate the intellectual property rights of any third party.
C. We reserve the right to verify and ensure that all products sold on the site are original and non-counterfeit products, and in the event that it appears, based on our own discretion, that one of the products is a counterfeit or 100% original, then we will take the following actions:
I. You will be responsible for paying compensation of no less than two hundred thousand Saudi riyals (200,000 Saudi riyals), in addition to paying any fine or fees imposed by any government authority or agency,
II. Any payments due from us to you will be held until the counterfeiting issue is considered and resolved.
III. We may impose a fine as compensation from you to us, which will be determined and approved at our discretion, for all direct and indirect losses that the counterfeit product caused to us when selling it on the site, including compensation for the loss of reputation,
IV. In addition, in the event that the compensation and fines imposed on you are not fully paid, we will impose a temporary ban on you, which will be cancelled only when the conditions are met.
V. Despite the conditions set forth above, we reserve the right to take the necessary legal measures against you, and to report cases of counterfeiting and counterfeit products to the relevant authorities and government agencies to take the necessary action.
A. Nothing in the seller’s conditions shall limit or exclude the liability of any party:
I. For fraud, including fraud, committed by this party;
II. For death or personal injury caused by negligence on the part of that party; or
III. For any other liability that may not be limited or excused under applicable law.
B. Subject to the provisions of Clause a, we shall not, in any case, be our parent company, subsidiary companies, or affiliated companies, as well as members of the Board of Directors, officials, agents, employees, suppliers, subcontractors or our licensors and have any liability, whether on the The basis for an action or claim in the contract, tort, negligence, breach of legal duty or otherwise arising out of or in connection with the conditions of the seller, for loss of profits, loss of data or information, business interruption or other financial losses or for any special damages or Indirect, consequential or incidental, even if we, our affiliates, board members, officials, agents, employees, licensors, subcontractors, or our suppliers have been advised of the possibility of such damages.
C. In addition, to the extent permitted by the applicable law, we (including our parent company, its subsidiaries and its subsidiaries, directors, officials, agents, employees, suppliers, sub-contractors or licensors affiliated with and affiliated with them) are not obligated, and you acknowledge Not to hold us (including our parent company, its subsidiaries and its subsidiaries, members of the board of directors, officials, agents, employees, suppliers, sub-contractors, or our licensors) any liability for any damages or losses arising directly or indirectly from:
- The content or other information that you provide when you use the services,
- Your use of our services or your inability to use them, and / or delay or interruption of our services;
- Pricing, shipping, coordination or other guidance and information that we have provided or used for product listings,
- Any defects or damages occurring in the product prior to our acknowledgment of receiving your product,
- Malfunctions, errors, or any inaccuracies of any kind in our services, viruses or other malicious programs that are obtained by accessing or contacting our services,
- Damage to your computer as a result of using our website,
- Content, actions, or abstention from others who use our services,
- Any comment or other actions we take related to your use of the services,
- How long or how your listings appear in the search results,
- Your need to modify practices, content, or behaviour, or your loss or inability to conduct business as a result of changes to the seller’s terms.
D. Subject to clause a, if clauses a or c are determined to be unenforceable or unenforceable for any reason, our overall obligations, including the commitment of our parent company, its subsidiaries and its subsidiaries, its subsidiaries, managers, officials, agents, employees, suppliers, or sub-contractors, or Licensors affiliated with us, our parent company, its subsidiaries and subsidiaries; Towards you, whether its origin is an action or a claim in the contract, negligence, breach of legal duties, or otherwise resulting from the conditions of the seller or related to them - on the minimum value of:
· The price of the product sold on our website and the original shipping costs,
· The value of the disputed fees, provided that their value does not exceed the total value of the fees that were paid to us during the twelve (12) months period preceding the action that led to the liability, or;
· Three hundred Saudi riyals (300 Saudi riyals).
E. You agree to indemnify us and absolve us, including indemnification and discharge from our parent company, its subsidiaries and its subsidiaries, members of the Board of Directors, officials, agents, employees, suppliers, subcontractors or our licensors and theirs, from and for any losses, damages and expenses Legal fees and attorneys' fees) (“claims”) arising out of or related to:
· We refused to receive your product from you under the terms of the seller,
· Any claims or requests raised by third parties (including buyers who use our site) due to or as a result of your use of the services,
· Your violation of any provision of the seller’s conditions, including but not limited to any guarantees, representations and undertakings,
· Your violation of any of the applicable laws including, but not limited to, the data protection law and anti-spam laws as well as anti-bribery, anti-corruption, export control and penalties laws,
· Your listed products, including in relation to defects in products and losses incurred by third parties arising from the use of your products,
· How you use our services, including, but not limited to, that the content of any data, products or brands affiliated with you that you include violates the intellectual property rights of others, or that the content of your lists is defamatory, defamatory, slanderous, or a violation of any other rights (Including privacy rights) belong to third parties (including other site users).
10. Suspending and Terminating your Account.
A. Without prejudice to any of our rights and our compensation and without any liability towards you, we may restrict, suspend or withdraw your right to access our services and / or delete the existing content provided by you or on your behalf if we consider, in our absolute discretion: 1. You may You violated the terms of the seller in any way, 2. We refused to receive the product from you according to the seller’s conditions, 3. You did not cooperate in an appropriate manner with any investigation by us or by any private or governmental entity, 4. You did not comply with the achievement of performance indicators Agreed; Or if continuing to provide services to you would expose us or other site users to regulatory action or any other imminent danger. Upon termination of your account, your seller account registration will be terminated.
B. Any termination of these conditions of the seller (whatever its cause) must not: (a) affect any rights or obligations owed to either party, (b) affect any provision of the seller's conditions which explicitly or implicitly states its validity or Termination; Or (c) requires a court order.
A. For the purposes of these seller conditions, the term "confidential information" includes private, confidential, non-public or proprietary material and information that has been or may be disclosed to you, either directly or indirectly, or which you obtained or became aware of, whether verbally or in writing. Or graphically, in an electronic form, or other forms in accordance with the agreement on the seller's terms or as a result of them.
B. You must maintain the confidentiality of the confidential information that we may provide to you or that you receive as a result of your use of the services, and you may not divulge, disclose, use, make available or copy any such confidential information without our written consent to that. You may disclose confidential information to employees, agents or subcontractors only when they need to know it. This confidential information is excluded from the obligation of confidentiality:
- Known or known to you, either directly or indirectly, from a third-party source who is not subject to the obligation of confidentiality towards us,
- That has become known to the public or other than that which has ceased to be a secret, private property, or secret, except for the data that was disclosed through violation of these seller’s conditions,
- Independently developed by you,
- Which is required to be disclosed by any government agency or through the law, provided that you provide us with sufficient prior written notice to allow us to challenge such disclosure.
12. General Provisions.
A. You agree and acknowledge that we may assign our rights and obligations under these seller’s terms at any time to a subsidiary company in the Kingdom of Saudi Arabia. You agree to fulfil all requirements and / or approvals necessary to complete this assignment.
C. The Saudi system is the governing system (law) for transactions that arise in accordance with this employment agreement, and in the event of any dispute related to this agreement, it is resolved amicably within a maximum period of 30 working days, and in the event that the dispute is not resolved amicably, it will be resolved. By way of commercial arbitration in the city of Riyadh, Kingdom of Saudi Arabia.