Supplier Terms and Conditions

1.1. These Supplier Terms and Conditions ("Terms") are a binding legal agreement ("Agreement") between the supplier (referred to as "You", "Your," or "Supplier") and Shipper Network Tunisia Branch, a limited liability company incorporated under the laws of Tunisia, having its tax registration number 1804872W and registered office at Lake Constance Street Lake Constance building, Block A, 2nd floor A2.2, Tunis 1053, Tunisia (referred to as "We", "Us", “Our” or "Shipper").

1.2. By using Our platform, You are agreeing to these Terms and confirming that You will comply with all policies and terms associated with Shipper, including but not limited to Our Privacy, Return, Refund, and Dispute Policies.

1.3. The purpose of these Terms is to outline the conditions under which Suppliers are allowed to list and sell their products on Shipper platform by collaborating with resellers registered on the platform.

1.4. Shipper platform or Services means designed as a marketplace where Suppliers can list their products and Resellers can sell these products to the end customers. By accepting these terms, You agree that Shipper acts as an intermediary facilitating this transaction and receives the commission payment for Shipper's services.

1.5. We reserve the right, at Our sole discretion, to modify these Terms at any time. In such an event, We will notify You by email and/or through the platform. Continued use of the platform or the Services after any such modification constitutes Your agreement to such changes.

2. Supplier Account and Eligibility

2.1. In order to list and sell products on Shipper platform, You must create a Supplier Account on Our platform.

2.2. By creating a Supplier Account, You warrant that:

2.2.1. You are a legal entity represented by the authorized representative or an individual over the age of 18 years, having the full legal capacity to enter into a contract;

2.2.2. You are able to fulfill the orders in a timely manner and in compliance with the standards and policies of Shipper platform;

2.2.3. The information provided by You is accurate, complete, and up to date;

2.2.4. Your use of the platform complies with these Terms and all other agreements signed between parties (if any);

2.2.5. Your use of the Service complies with applicable laws and regulations.

2.3. You are responsible for maintaining the confidentiality of Your account information, including Your password, and for all activity that occurs under Your account. You agree to notify Us immediately of any unauthorized use of Your account or password or any other security breach. You may not share Your password or other account access information with any other party, temporarily or permanently, and You agree to accept responsibility for all activities that occur under Your account or password, whether or not You have authorized such activities.

3. Listing Products and Compliance

3.1. As a Supplier on Shipper platform, You have the right to list Your products for sale.

3.2. By listing a product, You warrant that You are legally able to sell the product, the product complies with all applicable laws and regulations, and that the product complies with all Shipper policies.

3.3. The Supplier’s product shall be certified in the country of delivery in compliance with the applicable local legal requirements and regulations and not contain any dangerous and prohibited materials or ingredients.

3.4. The Supplier’s product shall be labeled and marked in compliance with the applicable local requirements and regulations of the country of delivery.

3.5. You are responsible for providing accurate and complete information for each product listing. This includes product name, description, price, and the product images/videos should be clear, accurately represent the product, and comply with all Shipper policies.

3.6. It is Your responsibility to ensure that product inventory is up-to-date.

3.6.1. If You decrease the inventory to a level that could negatively affect resellers selling Your product, Shipper reserves the right to delay the update to the inventory by up to 3 (three) business days. During this period, You are responsible for fulfilling any orders that come in for Your product or face penalties as per the Inventory Adjustment Policy outlined in Section 4.

3.6.2. If You increase the inventory or decrease it in a way that does not negatively affect resellers, the update to the inventory will be applied immediately.

3.7. All product listings require Shipper approval before publicly being available on the platform. Shipper reserves the right to approve or deny any product listing at its sole discretion without any material ground or without prior notice. Rejection of a product listing does not entitle the Supplier to any form of compensation or legal recourse.

3.8. The supplier hereby grants Shipper and its resellers a non-exclusive, worldwide, royalty-free license to use, reproduce, display, distribute, and adapt the supplier's content, including but not limited to images, videos, descriptions, and any other product-related materials, for the purpose of marketing, promoting, and selling the supplier's products.

3.9. By using Our platform, the Supplier agrees to allow Shipper to share his stock movement data with the resellers. This includes but is not limited to information about product availability, incoming restocks, and changes in stock levels. This is done in an effort to maintain transparency and promote efficient business operations between the Supplier and the resellers.

3.10. Prohibition of Counterfeit Products. The Supplier is strictly forbidden from selling counterfeit products on Shipper platform. If You violate this term, You agree to indemnify and hold Shipper harmless from any resulting liability or damages. You will be responsible for remedying all losses and damages caused by Your actions.

3.11. By listing Your products on Our platform, You are inviting the resellers on the platform to collaborate with You and sell Your products. These resellers will engage in marketing efforts to generate orders, and any inability to fulfill these orders will result in a potential loss of resources and time for the resellers and jeopardize their reputation with their customers. You acknowledge this and agree to always strive to prevent such situations from occurring. This starts with the product description, which should accurately reflect the product's reality. The quality of the product and the availability of the product are also essential factors.

4. Inventory Adjustment Policy and Penalties

4.1. We understand that changes in inventory are a normal part of Your business and that You may be selling goods through other channels, which is why Your actual stock can fluctuate. For inventory changes resulting from orders on the platform, adjustments will be applied automatically. However, for changes resulting from external influences, You are responsible for updating Your stock and adhering to the following conditions. These guidelines have been established to ensure a fair marketplace and prevent potential losses that may result from mismanagement of Your stock levels.

4.2. If You decide to reduce Your inventory, Our system will determine the immediate reduction based on Your current stock level minus the expected sales for the next 3 (three) business days (calculated from Your average daily sales over the past seven days). For instance, if You have 300 (three hundred) units of a product in stock and Your average daily sales are 20 (twenty) units, Our system expects You to sell 60 (sixty) units within the next 3 (three) days.

Example: If You decide to decrease Your inventory by 270 (two hundred seventy) units, Our system will immediately apply a reduction of 240 (two hundred forty) units (current stock of 300 (three hundred) units minus the expected sales of 60 (sixty) units). The remaining 30 (thirty) units will be deducted after 3 (three) business days. This approach allows Our resellers time to adjust to the new stock level and enables You to fulfill any incoming orders without being penalized during this period.

4.3. Failing to fulfill orders due to running out of stock can lead to penalties according to the following regulation:

4.3.1. If an order cannot be fulfilled due to lack of stock, a penalty equal to the total cost of platform commission, service fees, packaging fees, and shipping fees for the unfilled order will be applied.

Example: 4.3.2. Considering the same example, let's elaborate on how penalties apply in various scenarios. You have an inventory of 300 (three hundred) units and decide to decrease Your inventory by 270 (two hundred seventy) units. The system calculates that You will likely sell 60 (sixty) units within the next 3 (three) business days (based on Your average daily sales of 20 (twenty) units). As such, the system will immediately reduce Your inventory by 240 (two hundred forty) units, scheduling the remaining reduction of 30 (thirty) units to occur after the 3-day period. If You fail to fulfill any orders during this time, penalties will apply.

The following table presents potential scenarios and penalties:

Scenario	Consequences
All incoming orders are fulfilled	Excellent! There will be no penalties since all orders have been fulfilled.
Some orders within the 3-day adjustment period are not fulfilled (For example, You have only fulfilled 50 out of the 60 predicted orders)	You fulfilled 50 orders, which is more than the 30 units that should have been in Your stock. Therefore, for the 10 orders not fulfilled within the predicted sales, a penalty of 50% of the sum of shipping fees, packing fees, service fees, and commission fees will be applied to those 10 unfulfilled orders.
No orders within the 3-day adjustment period are fulfilled	For the first 30 units that should have been in Your stock, a penalty of 100% of the sum of shipping fees, packing fees, service fees, and commission fees will apply. For the remaining 30 units, a penalty of 50% of the same fees will apply.

This approach ensures that Suppliers maintain a responsible inventory level, providing a seamless shopping experience for Our resellers while allowing for a buffer period to adjust to inventory changes.

4.4. The purpose of the penalties is to protect the resellers and the platform from any potential losses due to inventory mismanagement.

4.5. From time to time, Shipper will request the Supplier to confirm or update their stock levels for certain products. These requests are made to prevent issues arising from products being out of stock. The Supplier acknowledges this and agrees to respond to these requests promptly and provide accurate stock levels for Your products.

4.6. Continued maintenance of accurate inventory can result in the suspension or termination of Your Supplier Account.

5. Product Pricing and VAT

5.1. Product Pricing

5.1.1. The Supplier will set the prices for the Products to be sold on the Platform, which must be inclusive of any applicable VAT. The prices of the Products are dynamic and can change at the Supplier's discretion but in accordance with clauses 5.3 and 5.6 of these Terms.

5.2. VAT Rate

5.2.1 The Supplier is responsible for correctly providing the VAT rate for each product on the add product page. The Supplier agrees that they are solely liable for all issues arising from incorrect VAT rates input on the product page.

5.2.2 The Supplier acknowledges and agrees that Shipper will collect VAT on sold products as per the rate provided by the Supplier on the product page.

5.3. The prices You set should be competitive, reasonable and allow resellers to add their profit margin on top, considering the nature of the product, its quality, the target market, and the current market conditions.

5.4. Any price manipulation or uncompetitive pricing practices could lead to Your account being suspended or terminated. The manipulative and uncompetitive pricing criteria shall be defined and used by Shipper at Shipper's discretion.

5.5. Price Constraints for Resellers

5.5.1. Shipper acknowledges the right of the Supplier to establish constraints on the retail selling price of their products. This means the Supplier can specify the price range within which Resellers are permitted to sell each product to their end customers. This may include setting a fixed price, a minimum price, a maximum price, or a price range. Shipper commits to enforcing these retail pricing constraints to the best of its ability. This will be done by effectively communicating these pricing constraints to the Resellers on the platform and ensuring they adhere to these, particularly in the case of Cash on Delivery (COD) orders.

5.5.2. If the Supplier notices a Reseller selling their product outside of the established price constraints, they should immediately contact Shipper. Upon receipt of such information, Shipper will investigate the matter and take the necessary actions to stop any such violations.

5.5.3. However, while Shipper will make reasonable efforts to ensure Resellers adhere to the Supplier's price constraints, Shipper cannot guarantee compliance by all Resellers at all times, and the Supplier acknowledges this.

5.6. Deposit of Resellers

5.6.1. The Supplier may request a deposit for their products, up to a rate of 70% of the product's total price when setting the price on the Platform;

5.6.2. It's important to note that Shipper may not permit this option. This feature is primarily available for suppliers who manufacture their own products, to safeguard them against cancellations.

5.6.3. When a supplier requires a deposit on a product, the reseller is obligated to pay this deposit at the time the order is placed. This deposit is paid to the supplier as part of their compensation and it will be transferred to the supplier under the following circumstances:

The sale is successfully concluded.
The reseller cancels the order prior to the supplier's specified maximum shipping date.
The supplier ships the order within the agreed maximum shipping date, but the recipient does not pick up the order.

However, the supplier will not receive the deposit under the following circumstances:

The Reseller cancels the order when the last date for shipping the order has passed and the supplier has not shipped the order yet.

Adding to that, In circumstances where the supplier ships the order past the maximum agreed shipping date, and the customer does not pick up the order, only 50% of the deposit will be refunded to the reseller. The remaining 50% will be credited to the supplier.

5.7. Pricing Rules Update

5.7.1. The Supplier reserves the right to change the pricing rules, including the price or the deposit or the price constraints of a product. Any change to the pricing rules will be immediately visible in the marketplace and effective for any newly subscribed Reseller. For existing resellers subscribed to the product, the changes will only be applied slowly. The proposed changes will be communicated to them and are subject to their approval.

5.7.2. During the approval process, which can take up to 3 (three) business days, subscribed resellers can continue to place orders with the Supplier under the current pricing rules of their subscription.

5.7.3. If subscribed resellers do not respond by either approving or rejecting the new pricing rules within the specified timeframe, their inaction will be considered as approval of the new pricing rules. The new rules will be automatically applied to their subscription at the end of this period.

5.7.4. Any explicit rejection of the new pricing rules by subscribed resellers will result in their unsubscription from the product.

5.7.5. The Supplier reserves the right to modify the pricing rules for specific reseller subscriptions. This allows the Supplier to grant certain advantages to some resellers over others. In this case, Shipper shall be informed about such advantages of certain resellers.

6. Order Fulfillment, Packaging, and Delivery

6.1. Upon receipt of a new order from Shipper, You commit to:

6.1.1. Processing the order by packing the product(s) while adhering to the processing times specified in Your account or on Your product page.

6.1.2. Using the packaging materials provided by the platform in accordance with the packaging instructions provided when clicking on accept and prepare the order.

6.1.3. Printing the shipping label and using it in accordance with the packaging instructions available on the order details page.

6.1.4. Ensuring orders are packed and ready for pick-up by Our delivery partner, excluding weekends and public holidays.

6.1.5. Handing over prepared orders to the delivery company and ensuring the product is transported to the customer at the earliest.

6.2. We reserve the right to inspect any or all of the products, and any product that does not meet the packaging requirements or that fails quality checks after examination with the final customer may be subject to penalties.

6.3. Ownership and Responsibility. You, the supplier, maintain ownership of Your product until a sale is formally concluded via the platform. The criteria for a concluded sale are detailed in Clause 6.7.

6.4. You are responsible for any losses that incur due to poorly packed shipments. It is Your responsibility to ensure all products are well-packed, capable of withstanding normal handling during transit, and capable of being returned safely if necessary.

6.5. We maintain the right to impose penalties if You violate any part of Our packaging policies and guidelines, which can be accessed via the supplier web application. These policies are essential to these terms. If You need to deviate from these guidelines for any reason, You must obtain Our explicit written approval beforehand.

6.6. The packaging provided by Shipper to the suppliers must be reserved for packing orders received from the site, not for other purposes. Any loss or deterioration of these packages will be subject to reimbursement by the supplier.

6.7. Sale Conclusion. The supplier agrees and acknowledges that a sale on Shipper platform is only considered concluded after the ordered product has been delivered to the end customer and any hold period, if applicable, has passed. The hold period means to any predetermined period of time during which the funds from a completed sale are withheld from the Supplier to cover potential returns or disputes. The duration of the hold period, if any, will be specified in Your account settings or the policies of Shipper.

6.8. The Supplier is responsible for fulfilling all orders You receive via Shipper platform within the fulfillment time specified in Your account settings or on the product page.

6.8.1. Any change to Your order fulfillment times will be subject to Shipper's approval and may take up to 7 (seven) business days to be applied. This allows sufficient time for Shipper to inform all resellers subscribed to the product about the change.

6.8.2. An order is considered as sent only when the status on the logistic website confirms that the delivery service picked up the order. Any delays in order pick-up that are not due to recognized force majeure events will be Your responsibility.

6.8.3. Shipper reserves the right to prohibit or restrict the Supplier from altering or setting their own fulfillment times. Any such alterations are subject to the sole discretion and approval of Shipper.

6.9. If the shipment is not picked up by the logistics service within the set fulfillment time, and consequently, the order is refused or not collected by the final customer, You will be held responsible for covering the reseller's losses including return fees, packaging fees, and service fees of the shipment. Also, You will not receive any deposit the reseller paid.

6.10. You undertake to use the packing material provided by Shipper for packing Your products. A deposit fee may be required to receive this packing material.

6.10.1. You are responsible for maintaining a sufficient stock of approved packing material. Failing to maintain an adequate stock of the approved packing material may result in an inability to fulfill Your orders, which could cause delays in order processing and may lead to penalties.

6.11. Failure to adhere to these order fulfillment, packaging, and delivery terms may lead to penalties and result in the suspension or termination of the Supplier’s account.

7. Returns, Refunds, and Dispute Resolution

7.1. Return and Refund Policy:

7.1.1. The Supplier agrees to comply with Shipper's return and refund policy and all future changes to these policies. Any continued use of the platform after changes are made constitutes the Supplier's express approval.

7.1.2. The Supplier acknowledges that customers may return products in accordance with the terms of Shipper's return policy, and in such cases, the Supplier is responsible for providing refunds or exchanges as stipulated in the policy.

7.1.3. During the hold period and in the event that the reseller requests to return a product, a dispute will be created, and the payment for this product remains "Under review" until the platform resolves the dispute.

7.2. Dispute Resolution:

7.2.1. The Supplier agrees to cooperate fully with Shipper in resolving any disputes that arise in connection with the use of Shipper platform, including disputes with customers. The Supplier agrees to accept the results of any dispute resolution process conducted by Shipper or an independent third-party arbitrator.

7.2.2. We approach returns, exchanges, and all disputes fairly for the reseller and the supplier. You confirm that You have read, understood, and accepted Our Returns and Refunds Policy and all their future updates. We commit to inform You by email of any changes, and Your continued use of the platform is considered express acceptance of these changes.

8. Additional Services

8.1. As a part of Shipper platform, We may offer additional services that are designed to improve the experience of both the suppliers and resellers. These services are optional and may come with additional charges.

8.2. The nature, scope, cost, and availability of these additional services will be communicated to You through the platform. By choosing to use these services, You agree to comply with any additional terms and conditions and pay any fees associated with these services according to these Terms.

8.3. We reserve the right to modify, add, or remove these additional services at any time without notice. However, changes will not affect any orders already placed and confirmed.

9. Fees and Charges

9.1. Shipper collects all payments from the resellers and/or the resellers’ customers and keeps them on Shipper’s account during the hold period. After the hold period, collected payments will be sent to the Supplier (s) net of the commission of the platform.

9.2. You are required to pay a commission for using Shipper platform. This commission is a percentage of the selling price of Your products to the resellers on the platform and will be deducted when the sale is concluded and before We remit the balance to You.

9.3. The commission rate applicable to Your product will be displayed on the 'Add Product' page and is based on the product category. If a product is assigned to more than one category, the highest commission rate among those categories will be applied.

9.4. Detailed information about commission rates and fees are also available on the 'Supplier Commission and Fees' page on the platform. We reserve the right to change the commission rate and service fees from time to time. Any changes will be communicated to You through the platform and will apply to orders placed after the changes are implemented.

9.5. By continuing to use the services after the changes have been implemented, You are agreeing to the updated commission rates and fees.

9.6. In addition to the commission fee, You may be required to pay service fees for any additional services availed by You or any charges due to non-compliance with Our terms and conditions, such as late fulfillment of orders, not using approved packaging material, etc.

9.7. All fees and charges payable by You are inclusive of applicable taxes.

9.8. If You dispute any fee or charge paid by You, You must notify Us within 15 (fifteen) business days of the disputed charge. We will investigate the matter within 15 (fifteen) business days from the moment of receiving the request, and Our decision in the matter will be final and not negotiable.

9.9. Non-payment of fees and charges may lead to the suspension or termination of the Supplier’s account. In such cases, Shipper reserves the right to initiate further legal action as appropriate.

10. VAT and Other Taxes

10.1. Responsibility for Taxes and Tax Compliance. The Supplier is fully responsible for determining and applying the correct VAT rate on its products listed on Shipper platform. The Supplier’s price shall include all taxes and duties associated with the sale of Your products, including, without limitation, sales, use, transfer, privilege, excise, income taxes, and other taxes, duties, and contributions ("Taxes"). Compliance with tax laws, including collecting, withholding, reporting, and remitting correct taxes to the appropriate tax authority, remains Your responsibility.

10.2. Cooperation and Compliance with Shipper. In relation to compliance with tax obligations, You agree to cooperate comprehensively with Shipper and to provide promptly and in a timely manner any information or documents Shipper may request from You. This includes situations where Your physical presence and/or presentation of specific documents related to Your products are required by legal authorities.

10.3. Liability and Indemnity. Any failure to meet Your tax obligations, even if based on incorrect VAT information provided by You, remains Your sole responsibility. You agree to promptly reimburse Shipper upon demand for any of Your tax obligations (including any penalties, additions to tax, or interest thereon) that Shipper is required to pay by any tax authority.

10.4. Invoicing and VAT Collection. As part of Shipper's process, invoices will be requested from You for every withdrawal from Your Shipper’s account. It's Your responsibility to provide these invoices promptly. Shipper will collect VAT on the products, and You are fully responsible for the VAT collection by providing the correct VAT rate on the product addition page.

Upon a withdrawal request from the Supplier through the Shipper platform, a pre-filled invoice will be automatically generated by the platform. The Supplier is then obliged to use this pre-filled invoice as a reference to create a similar invoice using their own invoicing system, which should encompass all items and prices mentioned in the pre-filled invoice. The resulting invoice, signed and stamped by the Supplier, must be in full compliance with the legal requirements stipulated by the tax department. The Supplier must upload this finalized invoice directly to the withdrawal request, in the "Invoice" section.

10.5. Tax Withholding. Shipper may, under certain circumstances, withhold taxes when paying You. You acknowledge and automatically agree to this potential tax withholding by using the platform.

11. Disbursement and Withdrawals of Funds

11.1. Disbursement of Funds and Timing. Upon the conclusion of a sale, as clarified in Clause 6.7 of these Terms, Shipper will transfer the funds to Your account balance. The amount transferred includes the product price inclusive of VAT and is net of any commission owed to Shipper. Please note that the disbursement process may also be subject to any transaction fees or other charges or penalties as determined by Shipper and agreed upon in these Terms or other agreements between parties. We reserve the right to delay or cancel disbursement in cases of disputes, returns, or suspected fraudulent activities.

11.2. VAT Obligations and Withdrawal of Funds:

11.2.1. The Supplier may request to withdraw the funds from Shipper account balance at any time, in accordance with the withdrawal procedures set forth by Shipper.

11.2.2. Withdrawal requests may be refused if there are reasonable grounds to believe that the account may go into deficit after processing the withdrawal or if the account is under a chargeback investigation.

11.2.3. The Supplier's product pricing provided to the platform is inclusive of VAT, and the corresponding invoice provided by the Supplier must clearly reflect the VAT collected.

11.2.4. You understand that Shipper is accountable for paying VAT on all orders.

a) In situations where the Supplier has collected the VAT, Shipper is responsible for paying the VAT difference;

b) In cases where the Supplier is not obligated to collect VAT for the tax administration, Shipper will deduct the corresponding VAT amount from the funds being transferred to the Supplier. Shipper is legally obligated to pay the full VAT on the products to the tax administration. Consequently, the invoice provided by the Supplier under such circumstances will not reflect any paid VAT.

11.2.5. Any withdrawal requests will be processed within a reasonable timeframe of up to 5 (five) business days after receipt of all necessary documentation, such as invoices or other required documents. Shipper reserves the right to hold, cancel, or delay the withdrawal request in case of any discrepancies, disputes, or suspected fraudulent activities.

11.3. Compliance with Financial Regulations. All disbursements and withdrawals will be conducted in compliance with applicable local and international financial regulations. The Supplier is responsible for complying with all such regulations and for any penalties or legal actions arising from non-compliance.

11.4. Changes in Disbursement and Withdrawal Policies. Shipper reserves the right to modify its policies regarding disbursement and withdrawal of funds at any time. You will be notified of any changes, and continued use of Your supplier account will constitute Your acceptance of these changes.

11.5. Proof of Payment. Proof of payment into Your designated account constitutes definitive proof of payment and receipt of funds due to You.

11.6. Account Information. You are entirely responsible for ensuring that the information and account details You provide on Your supplier account are always accurate and up-to-date and that the account is secure. We will not be responsible for any loss or damage You may suffer due to fraud or errors in Your supplier account.

11.7. Offsetting of Amounts. Subject to applicable laws of the Territory, We may at any time offset any amount You owe Us against any amount We owe You by sending You a written notice of the offset.

11.8. Account in Arrears. If We hold insufficient funds in Your name for payment of sums You owe us, Your account is considered in arrears, and this incurs;

11.8.1. Immediate payment of the entire amount You owe Us by the payment method We will request.

11.8.2. The possibility of suspending or postponing Your payments if We investigate potential fraud or any violation of this agreement.

11.8.3. Detention and disposition of some of Your products that have not been sold or returned in exchange for Your debt (amounts You owe Us).

11.9. Payment Suspension. We may defer or suspend Your payments if We investigate potential fraud or any violation for a fixed period of time until Shipper finishes the investigation, but not more than 90 (ninety) business days.

12. Breach of Supplier Terms

12.1. General Violation and Consequences. Violation of these Terms, any relevant Shipper policies, or any other agreement You have with Shipper constitutes a material breach of the Supplier Agreement. In such a breach, Shipper reserves the right to suspend or terminate Your supplier account, halt any pending transactions, and withhold any funds in Your account. Shipper may also take further legal action as deemed necessary.

12.2. Reporting Violations. You are required to promptly report any violations of these Terms or any suspicious activities on the platform.

12.3. Investigations. Shipper reserves the right to investigate any suspected breaches of these Terms and to take any action We deem appropriate. This includes but is not limited to reporting suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary for such individuals to investigate a potential breach, including Your profile, email addresses, usage history, IP addresses, and traffic information.

12.4. Revision, Amendment, and Notification of Changes. Shipper may revise or amend these Terms at any time by posting the amended terms on Shipper platform. You will be notified of any major changes to these Terms through the email address associated with Your supplier account or via an announcement on the platform. Your continued use of the platform after the effective date of any such amendments means that You agree to the amendments.

13. Confidentiality and Data Protection

13.1. Confidentiality. The Supplier on Shipper platform may have access to certain confidential information relating to Shipper, its services, and its users ("Confidential Information"). You agree to keep all such Confidential Information strictly confidential and not to disclose it to any third parties without Shipper's prior written consent.

13.2. Use of Confidential Information. You may only use the Confidential Information to fulfill Your obligations and exercise Your rights under these Terms. Any other use of the Confidential Information is strictly prohibited.

13.3. Data Protection. In the course of using Shipper platform, You may collect, process, or store personal data relating to Shipper's users. You agree to comply with all applicable data protection and privacy laws in relation to such personal data.

13.4. Data Security. You are responsible for implementing appropriate technical and organizational measures to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access.

13.5. Breach Notification. In case of any breach of data security, You are required to notify Shipper immediately and to cooperate fully with Shipper to mitigate the effects of the breach and to prevent its recurrence.

13.6. Data Processing Agreement. Where applicable, You agree to enter into a data processing agreement with Shipper to ensure the proper protection of personal data according to the Privacy Policy of Shipper.

13.7. Confidentiality of Compliance Information. All information and documents related to compliance with the Terms, including information about business methods, procedures, policies, information about resellers, and sales information, are strictly confidential unless they are already in the public domain and shall be used only according to clause 13.2 of these Terms.

13.8 Misuse of Order Information. In situations where an order is marked as prepared but has not been picked up by the delivery company on the same day, this is deemed as unauthorized use of the order information sent by resellers, and the Supplier will be directly liable to Our platform users for such misuse. Furthermore, penalties may be applied in such instances, with the severity of the penalty reaching up to 50 (fifty) times the price of the order.

13.9. Liability for Data Protection Violations. The Supplier will be liable for any lawsuits or actions against Shipper for any violations of personal data protection laws committed. The Supplier, by accepting these Terms, gives explicit consent to be held responsible for such violations.

14. Miscellaneous

14.1. Compliance with Laws. Adherence to laws relating to consumer protection, data protection, and product safety is crucial and obligatory on Shipper platform.

14.2. Relationship of the Parties. Nothing in these Terms creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Supplier and Shipper. You have no authority to make or accept any offers or representations on behalf of Shipper.

14.3. Governing Law and Jurisdiction. These Terms are governed by the laws of the jurisdiction in which Shipper is based. Any disputes arising from these Terms shall be subject to the exclusive jurisdiction of the courts of that jurisdiction.

14.4. Entire Agreement. These Terms supersede any previous agreements, arrangements, understandings, or representations (whether written or oral) between You and Shipper.

14.5. Changes to Supplier Terms or any other terms or policies. Your continued use of Shipper platform following any modifications will be considered as an acceptance of these changes.

14.6. Severability. If any provision of these Terms becomes invalid, it shall be modified to the minimum extent necessary to make it valid. If such modification is not possible, the provision shall be deemed deleted. This does not affect the validity of the rest of these Terms.

14.7. Waiver. No failure or delay by Shipper in exercising any right or remedy under these Terms shall constitute a waiver of that or any other right or remedy.

14.8. Assignment. You may not assign Your rights under these Terms without the prior written consent of Shipper. However, Shipper may freely assign its rights and obligations.

14.9. Notices. Any notices must be delivered by email to the official email address added to the account. It is Your responsibility to keep Your email address valid. You will be deemed to have received any email sent to Your account when Shipper sends the email.

14.10. You agree to indemnify, defend, and hold harmless Shipper, its affiliates, and their respective officers, directors, employees, agents, licensors, and suppliers from and against all losses, expenses, damages, and costs, including reasonable attorneys' fees, resulting from any violation of these Supplier Terms, or violation of any law or the rights of a third-party, or any activity related to Your account (including negligent or wrongful conduct) by You or any other person accessing the platform using Your account.

14.11. You understand and agree that You are personally responsible for Your behavior on the platform and for any consequences thereof. You agree to comply with all applicable laws, rules, and regulations, and You agree not to take any action that would infringe upon the rights of others or that would restrict or inhibit others from enjoying the platform.

14.12. Contacting Resellers. Through the Platform, Shipper can provide you with details about Reseller’s such as their trade name and brand(s), as well as offer ways to get in touch with them. However, you are not allowed to contact them directly. If you need to contact a reseller you can reach out to Shipper and we will do everything possible to obtain the information you need from the Reseller on your behalf.

Your account may be suspended or terminated if you or anyone on your behalf contacts or attempts to contact a Reseller outside of the tools provided on the Platform without permission. It is at the Shipper's discretion whether you are allowed to contact a Reseller. Also, you should not attempt to establish a direct relationship with a Reseller outside the Platform.

15. Intellectual Property Rights

15.1. Respect for Intellectual Property. Each Party agrees to respect the intellectual property rights of the other party. This includes but is not limited to, all copyright, patent, trademark, design rights, trade secrets, and all other forms of intellectual property.

15.2. Ownership. All intellectual property rights in the services provided by Shipper, including but not limited to any software, design, text, images, or other material used, are and will remain the property of Shipper or its licensors.

15.3. Use of Intellectual Property. The Supplier is granted a limited, non-exclusive, revocable license to use the intellectual property of Shipper solely for the purpose of using the services provided by Shipper under these terms. Any unauthorized use of Shipper's intellectual property by the Supplier breaches these terms and may also violate copyright, trademark, and other laws.

15.4. The Supplier’s License. The Supplier grants to use all its copyright, patent, trademark, design rights, trade secrets, and all other forms of intellectual property to Shipper and the resellers for the purpose of product selling.

15.5. Notification of Infringement. If either party becomes aware of any infringement or suspected infringement of its intellectual property rights, it shall promptly notify the other party.

15.6. Intellectual Property Takedown Notice. If the Service contains any materials, interfaces, logos, designs, products, or something else that is not the intellectual property of SHIPPER and Shipper doesn’t have licenses for using it, the licensor has the right to request to delete its intellectual property from the Service according to the procedures defined in the Digital Millennium Copyright Act (hereinafter – “DMCA”) and/or Directive (EU) 2019/790 of the European Parliament and of the Council of 17 April 2019 on copyright and related rights in the Digital Single Market and amending Directives 96/9/EC (hereinafter – “EUCD”).

16. Termination and Suspension

16.1. Termination for Breach: Shipper reserves the right to terminate these Terms with immediate effect by giving written notice to the Supplier if the Supplier commits a material breach of any term of these Terms and (if such breach is remediable) fails to remedy that breach within a period of 14 (fourteen) days after being notified to do so.

16.2. Termination for Insolvency: Shipper may terminate the Supplier’s account with immediate effect by giving written notice to the Supplier if the Supplier becomes insolvent, enters into liquidation or bankruptcy proceedings, makes an arrangement with its creditors, has a receiver or manager appointed over it or any part of its assets, or undergoes a similar or analogous event.

16.3. Suspension. Shipper may suspend the Supplier’s access to its services under these Terms in case of any breach by the Supplier of these Terms pending investigation and/or remediation of that breach.

16.4. Termination by Supplier. The Supplier has the right to terminate these Terms by notifying Shipper via email. A notice period of 7 (seven) business days will be applied before the termination takes effect.

17. Infringement and Abuse

17.1. We are not responsible for the accuracy of the Service work and the accuracy of functionality.

17.2. We are not responsible for the incorrect setting and using the Service due to any damage to you.

18. Disclaimers, No Warranties

18.1. The Service is made available to you on an “as is” and “as available” basis, with the express understanding that we have no obligation to monitor, control, or vet the content or data appearing in the Service.

18.2. You use the Service at Your discretion and risk and take full responsibility for Your using the Service.

18.3. Shipper makes no claims or promises about the Service's quality, accuracy, or reliability and expressly disclaims all warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

19. Third Party Rights

19.1. This Agreement does not give rise to any rights of the third parties to terminate, rescind, or agree to any amendment, waiver, variation, or settlement under or relating to these Terms are not subject to the consent of any other person.

20. Prohibited Uses

20.1. As a condition of Your use of the Service, You will not use the Service for any purpose that is unlawful or prohibited by these Terms. You may not use the Service in any manner that could damage, disable, overburden, disrupt, or impair any of Our servers or APIs, any networks connected to any of Our servers or APIs, or that could interfere with any other party's use and enjoyment of the Service.

20.2. You may not exceed or circumvent, or try to exceed or circumvent, limitations in the Service, including on any API calls, or otherwise use the Service in a manner that violates any of Our documentation or user manuals.

20.3. You shall not, and shall not, permit any authorized users to use the Service or any software component of the Service for any purposes beyond the scope of the access granted in these Terms. You shall not at any time, directly or indirectly, and shall not permit any authorized users to (i) copy, modify, or create derivative works of the Service, any software component of the Service, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service except as expressly permitted under these Terms; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Service, in whole or in part; (iv) remove any proprietary notices from the Service; or (v) use the Service in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or another right of any person, or that violates any applicable law, regulation, or rule.

21. Acknowledgment

21.1. The Supplier acknowledges that they have read these Terms, understand it, and will be bound by its Terms.

21.2. Shipper operates an anti-fraud and anti-money laundering compliance program and reserves the right to perform due diligence on all users of the Platform.

21.3. The Supplier agrees to provide Shipper with all the information, documents, and access to their business premises that may be needed:

21.3.1. To verify the Supplier's membership and the performance of their obligations under these terms and conditions;

21.3.2. For disclosure purposes, pursuant to a valid order of a court or other governmental agency;

21.3.3. As required by applicable law or regulation.

21.4 If there is a conflict between translations of these Terms, the Terms in English shall prevail.

22. Hierarchy

22.1 In the event of any conflict between these Terms of Use and Shipper's codes, policies and guidelines shall control in the order listed herein.

23. Contact Us

23.1. If the Supplier has any questions or concerns about this Agreement or the Services, please contact Us at contact@shipper.network.