This is only applicable to our Vendors/Sellers/Toy Shops
The Number Market Marketing Company, a limited
liability company registered under Jordanian laws with the Ministry of Industry
and Trade under the number (61285), and its address is King Abdullah II St - Amman, Tel: + +962 777 645 007 Email: [Info@toy.market]
It is represented by Mr. Khalil Mahmoud Khalil Abu Al-Rub (hereinafter referred
to as the “First Party” or the “platform”); And the
The Vendor company which is a company registered under
Jordanian laws with the Ministry of Industry and Trade and bears the national
number. (referred to herein (after "Second Party" or
"Vendor" or "Seller").
Preamble
Whereas, the Company operates an e-commerce platform
consisting of a website and/or mobile application under the name “TOY.MARKET”
(hereinafter referred to as the “Platform”), and through this platform, the
Company allows legal persons to display their products consisting of children’s
toys and selling them through the Platform, and as the Vendor wishes to take
advantage of the Platform to display and sell its products of children’s toys
and sell them (“Products”) without the Company bearing any liability whatsoever
since the Platform is available to all vendors, and where both Parties
acknowledge their legal and contractual capacity to enter into this Agreement
and to be bound by its terms, the Parties have agreed as follows;
1. PREAMBULATORY
CLAUSE
1.1 The preamble of this
Agreement and all its appendices and all the policies, terms, and conditions of
the First Party and the Platform published on the Platform are an integral part
of the Agreement and shall be read with it for all purposes, and the Second
Party acknowledges reading the terms contained herein and agrees to them and
any future amendments thereto.
2. VENDOR'S
ACCOUNT AND VENDOR'S DECLARATIONS:
2.1 The Vendor's account
created on the Platform is subject to revision and approval at the Company's
discretion provided that the Vendor has the right to create one account on the
Platform, before activating the same on the platform, by filling in all the
required information, including information about products. The
company reserves the right to refuse and/or cancel and/or delete any
account/subscription of the Vendor and/or suspend the activation of the account
and/or subscription and/or reject and/or cancel and/or delete any products in
the event the Vendor breaches the terms and conditions of this Agreement or
breaches what is stated in Clause (1.1) above, without prejudice to any of the
other rights of the Company.
2.2 By registering on the
Platform, the Vendor shall be able to display, market, and sell products on the
Platform, provided that the payment process is made under the provisions of
this Agreement.
2.3 The Vendor acknowledges
that the Vendor is solely responsible for its account on the Platform and the
Products offered and sold through its account on the Platform, and hereby
acknowledges that they have obtained all necessary approvals and licenses to
conduct their business, sell and market their Products under the provisions of
this Agreement, and the Vendor acknowledges that the Company’s obligations are
limited to the process of facilitating the sales through the Platform, bearing
in mind that the Company is not a party to the sales contract between the buyer
and the Vendor and that the Company does not bear any responsibility whatsoever
for any of the above.
3. PRODUCT
SHOWCASING
3.1 The Vendor acknowledges
he shall be solely responsible for displaying his Products on the
Platform by uploading the Products with clear pricing including all relevant
and added fees, detailed information, specifications, and pictures of each
Product, as determined by the Company, noting that the Product shall be
photographed and presented in the form and manner determined by the Company.
3.2 The Vendor acknowledges
and agrees that the description of the Products shall include at least the
following:
3.2.1 The image of
the Products to be displayed on the Platform.
3.2.2 A clear name
and accurate description of the Products to be displayed on the Platform “in
both Arabic and English”.
3.2.3 Available
quantities of each Product.
3.2.4 The price of
the Product and the added amounts under the provisions of this Agreement.
3.2.5 Clearly
state the warranty period in the Product description in case there is a
warranty on the Product.
3.2.6 Determine
the number of each Product.
3.3 The Vendor acknowledges
and guarantees to the First Party that all Products displayed on his account on
the Platform have obtained all the necessary approvals, licenses, and
specifications specified by the Company before they are presented on the
Platform and marketed, and that the Vendor bears full financial and legal
liability in the event of a violation, including being held liable towards the
Company and/or the buyer and/or any third parties.
3.4 The Vendor acknowledges
that the lists of the listed Products and any information related to the
Products and/or prices and/or any modification and/or change to the Products
and prices on its page are correct, constantly updated, and true
4. PRICING
4.1 The Vendor acknowledges
and agrees that the pricing method of the Products is carried out by the Vendor
with the approval of the Company so that all Product prices are determined
inclusive of sales tax and any other tax applicable to the Products and are in
Jordanian Dinar or any other currency chosen by the Vendor upon the Company’s
approval. The Vendor is solely responsible for paying any taxes to the
competent authorities for this purpose.
4.2 The Vendor may apply any
discounts, including seasonal discounts, or any other discounts according to the
relevant legislation and/or amend or change the prices after the approval of
the Company. The percentage of the Company specified previously shall be added
to the price announced by the Vendor inclusive of sales tax and any related tax
for any of the Products on the Vendor’s page.
5. PROCESSING,
PACKAGING, AND DELIVERY OF PRODUCTS
5.1 Although the terms and
conditions of the Platform facilitate returns and exchanges between the Vendor
and the buyer and coordination between the two parties without the Company
being directly involved in the return and exchange, the Company is not in any
way a party to the sale transaction between the Vendor and the buyer, and the
contract of sale and purchase between the buyer and the Vendor is subject to the
terms agreed between the two parties under the provisions of this Agreement and
any terms and conditions contained on the Platform.
5.2 When a purchase order
has been confirmed for any of the Products, the Vendor must:
5.2.1 Prepare the
order by packaging and labeling the product(s); And
5.2.2 Deliver the
Product(s) to the delivery companies, within (two days maximum) from the time
of the confirmation of the purchase order.
5.3 The Product shall be
delivered via the companies specified by the First Party or with whom the First
Party contracts for delivery and transportation for the benefit of the Vendors,
taking into consideration that the Company is not liable in any case for the
transportation, delivery nor destruction of the Product(s).
5.4 Delivery fees, and other
additional costs and fees are paid by the buyer only, which must be displayed
to the buyer after completing the sale transaction on the Vendor’s page.
6. ADDITIONAL
SERVICES
6.1 The Vendor may subscribe
to additional services available from time to time through the Platform,
including but not limited to:
6.1.1 Order
processing services, as required by the Company's guidelines; And
6.1.2 Marketing
and advertising services; And
6.1.3 Product
photography services; And
6.1.4 Services of
adding Product(s) to the Platform by the Company; And
6.1.5 Any services
that the Company decides to add from time to time and that the Provider agrees
to subscribe to.
6.3 If the Vendor wishes to
subscribe to any of the additional services, then he must submit a written
request to the Company in accordance with the terms, conditions, and fees
outlined by the Company, which the Company has the right to amend or change
from time to time as it deems appropriate.
6.4 The First Party may
modify or cancel any of the additional services for any reason, and for no
reason, provided that the Vendor is notified at least (30) thirty days in
advance, and the First Party may withhold any of the additional services from
the Vendor if t refrains from paying any of the financial dues payable under
the provisions of this Agreement.
7. COMMISSIONS
7.1 The Vendor acknowledges
and agrees to pay a commission percentage of the sale price including sales tax
and any other taxes for every Product sale transaction made through the
Platform, in addition to paying the fees for all Platform services and any
additional services if the Vendor is subscribed to them.
7.2 The Vendor is informed
that there will be changes to commissions and/or fees from time to time, upon
prior notice from the Company and at its sole discretion, and this will not
affect any previous obligations to pay commission prior to the publication of
new rates or for previously paid services.
8. TRANSFERS
AND PAYMENTS
8.1 The Vendor acknowledges
that the payment on the Platform is made via the methods specified by the
Company, and the Company deducts its agreed commission directly from the value
of those amounts received by it and any other amounts owed to the Company
pursuant to this Agreement, in addition to deducting transportation and
delivery expenses and costs and that will be paid directly to the relevant
entities.
8.2 The Company shall
transfer the selling price of the Products after deducting all discounts,
commissions, expenses, and costs of transportation, delivery, and shipping as
the case may be, through the clearing that takes place at the end of each
month, provided that the amounts due after the deductions are paid as indicated
to the Vendor within (7) days from the Company’s receipt of the payments for
the Products, and in the event of that the funds are transferred to the
Vendor’s account, the Vendor shall bear the transfer commission.
8.3 The Vendor shall bear
full responsibility with respect to the account details that it has provided,
and the Vendor shall provide the Company with accurate and updated details of
the bank account, and the proof of payment to the Vendor’s account shall be
considered as conclusive evidence that the Company has paid all their due
payments and that the Vendor has received such amounts.
8.4 Upon the Vendor’s
request, shall be provided with an account statement showing the details of the
selling prices of the Products, discounts, and transfers. This statement is
conclusive evidence against the Vendor regarding its subject matter that is not
subject to appeal except as stated in clause (8.5) below.
8.5 If the Vendor objects to
any transaction or account statement, the Vendor shall submit a complaint to
the Company within (30) thirty days from the date of issuing the account
statement or the date of the transaction, as the case may be. If a complaint is
not submitted, the Vendor’s right to object shall be forfeited, and the account
statement shall be conclusive evidence.
9. BREACH
OF THE TERMS AND CONDITIONS OF THE AGREEMENT
9.1 In the event that the
Vendor breaches the provisions of this Agreement and/or the Platform’s policies
and terms & conditions, the First Party shall have the right to take any of
the actions referred to below, provided that the First Party has the right to
apply more than one measure collectively:
9.1.1 Send
a written notice for the Vendor to rectify the situation within (3)
three days from the date of notification of the written notice, otherwise, the
First Party may suspend, ban or block the Vendor’s access to the Platform and
its account temporarily or permanently; and/or
9.1.2 temporarily
or permanently suspend, ban or block the Vendor's access to the Platform and
its account without the need for written notice; or
9.1.3 Termination
of the Agreement.
2.9 It is agreed that the
penalties outlined in Clause (9.1) above shall also be applied as well in the
cases set forth below:
1.2.9 receiving
negative reviews or comments on the Platform regarding the Vendor or the
Products; or
2.2.9 that if any
of the Products sold do not conform to the specifications shown on the Vendor's
account on the Platform; or
3.2.9 Any other
reason that the Company deems necessitating the application of these penalties,
in particular, to maintain the reputation and credibility of the Platform; or
4.2.9 The Vendor's
violation of the terms and conditions of the Agreement or the terms &
conditions, and policies published by the Company on the Platform and as
referred to in the Agreement.
10. CONFIDENTIALITY
10.1 Each of the two Parties
is obligated to maintain the confidentiality of the information exchanged
during or due to the implementation of the provisions of this Agreement, and
not to disclose or share it with any third party, under the liability of
compensation for any direct or indirect losses, claims, expenses and/or
expenses.
11. PRODUCTS
RETURN AND REFUND
11.1 Notwithstanding what is
stated in this clause, and if there is a warranty on the Products sold, the
Vendor must guarantee these Products according to the terms of their warranty.
11.2 Returns and exchanges of
Products are managed under the Platform's policy, which may be modified from
time to time by the Company, through the Vendor’s account directly on the
Platform.
11.3 When returning Products
through the Platform, the value of the Product subject to return will be
returned in full to the buyer, including the value of the commission owed to
the Company (excluding the fees paid for shipping and transporting the Product)
subject to the return provisions stipulated on the Platform.
11.4 For Products that have
not been delivered to the buyer, the buyer shall receive their full value if
they cancel the purchase order within (7) seven hours from the time of
completing the purchase transaction, even if the purchase order is accepted
from the Vendor, and the amounts shall be refunded to the buyer automatically
within (30) days from the date of cancellation of the purchase order.
11.5 When the Product is
returned through the Platform, the price of the product will be refunded either
by returning the amount to the buyer's credit card; Whereas, payment on the platform
is made through a credit card, or credited to his electronic wallet within
thirty (30) days from the date of returning the product.
11.6 The buyer's issuance of
the purchase order is an authorization from the buyer to the First Party or any
third party specialized in electronic payments to deduct the value of the
purchases from the balance of the Buyer’s credit card.
12. NOTICES
12.1 The addresses for
notices and communications under this Agreement shall be the addresses set out
at the beginning of this Agreement.
12.2 Any notice required to
be given under this Agreement shall be in writing in the Arabic language and
sent to the address of the Party to be served or the address to which the other
Party is notified under this clause and sent by registered mail, fax, courier
or other electronic means of transmission. The Vendor shall inform the Company
as soon as the address of the Vendor is modified or changed.
13. TERMINATION
PROVISIONS OF The AGREEMENT:
13.1 Subject to any other
cases provided for, under this Agreement, the provisions of this Agreement
shall terminate in any of the following cases:
13.1.1 Agreeing to
terminate the provisions of this Agreement with the written consent of both
Parties.
13.1.2 The
unilateral termination of this Agreement by either Party through a written
notice addressed to the other Party (30) days prior to the desired date of
termination, taking into account any financial rights owed to any of the two
Parties, and provided that the financial rights of the two Parties are settled
within a maximum period of (30) days from the date of termination.
13.1.3 Permanent
suspension of the Platform's work by a decision of the Company unilaterally,
will result in immediate termination of this Agreement.
13.2 In the event of the
termination of the provisions of this Agreement or the blocking of the Platform
from the Vendor, the additional value services agreed upon between the two
Parties shall end, and no Party shall be entitled to any compensation
whatsoever as a result of the termination or arising from the termination.
14. APPLICABLE
LAW AND JURISDICTION
14.1 The provisions of
Jordanian law shall apply to the interpretation and implementation of the terms
and conditions of this Agreement. And the Jordanian courts, specifically and
exclusively (Amman Court - Palace of Justice) shall have the authority to consider
and resolve any dispute or disagreement arising out of or related to this
Agreement.
15. GENERAL
PROVISIONS
15.1 The provisions of this
Agreement shall prevail if the provisions stipulated in it differ from any
terms and policies contained on the Platform.
15.2 The First Party, without
the need for the prior consent of the Vendor, may assign, transfer, dispose or
assign any of its rights and obligations under this Agreement to any party or
person without any restriction.
15.3 the Vendor shall not,
without the prior written consent of the Company, assign, transfer, dispose or
otherwise dispose of any of their rights and/or obligations under this
Agreement.
15.4 This Agreement shall not be amended without the written consent of the two Parties by signing the amendment by the authorized signatory of each Party, except as otherwise stipulated and with the exception of the amendment to the policies, terms, and conditions of the First Party and the Platform which are published on the platform, and can be amended unilaterally by the First Party.