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Seller Agreement

1. Scope 

1.1   These General Terms and Conditions (hereinafter Terms) apply to the Seller Agreement between SC connection sdn bhd (hereinafter Starzmall) and a marketplace seller (hereinafter the Seller) (Starzmall and Seller hereinafter individually Partyand collectively Parties, as the context may require) for the activities provided by Starzmall to the Seller of listing and selling products (hereinafter Goods) on and through any of the following websites: www.Starzmall.com, or any other internet domain property of Starzmall (hereinafter the Platform), collecting, reconciling and executing all Transactions involving the Seller through the Platform as a payment processing agent for the Seller, and other related content production, sales traffic activities and/or Order fulfilment activities or such other activities provided by Starzmall to the Seller (hereinafter Activities), as agreed in writing between Starzmall and the Seller. 

1.2   These Terms shall prevail over any other terms or conditions, except as otherwise provided in the Seller Agreement. 

1.3 Words and expressions defined in the Seller Agreement shall have the same meaning in the Terms unless otherwise defined herein. 

1.4 The Seller cannot assign, transfer or subcontract all or part of its rights and/or obligations deriving from the Seller Agreement, without the prior written consent of Starzmall. Starzmall may assign, transfer or subcontract all or part of its rights and/or obligations deriving from the Seller Agreement and reserves the right to use any service providers, subcontractors and/or agents on such terms as Starzmall deems appropriate.

1.5 The Seller will provide to Starzmall telephone and email contact information for a designated contact or contacts available during business hours whom Starzmall can contact regarding any of the responsibilities arising from the Seller Agreement (including, but not limited to, Content Material, sales traffic activities, stock level updating and Price updating and Order fulfilment).

1.6 “These Terms” shall constitute the entire agreement between the Parties relating to the subject matter hereof and supersedes and replaces in full all prior understandings, communications and agreements of the Parties with respect to the subject matter hereof.

1.7 Starzmall may change any of these Terms from time to time with a seven (7) days’ notice to the Seller (including with respect to order fulfilment and shipping rates), provided that Starzmall shall post currently effective Terms on its website at ww.Starzmall.com/page-Agreement-1.html 

PART A. PROVISIONS APPLICABLE TO THE LISTING OF GOODS ON THE PLATFORM 

2. Information about the Goods, Content Material 

2.1 The Seller will provide the Content Material comprising accurate and complete product information, text, images and any other information related to the Goods for each type of Goods that the Seller makes available to be listed for sale through the Platform or to be the subject of sales traffic activities provided by Starzmall in the format required by Starzmall. The Seller will promptly update the Content Material as necessary to ensure it at all times remains accurate and complete. Seller agrees that it may from time to time request Starzmall to assist in generating the Content Material by providing input or references in relation to the courses of the product information and text images, provided that Starzmall is not obliged to verify the accuracy, completeness and legality of the Content Material published on the Platform upon the Seller’s request. 

2.2 The Seller will ensure that the Content Material and, the offer and subsequent sale of any of the Goods, comply with applicable Law (including all minimum age, marking and labelling requirements, product warranties, specifications, drawings, samples and performance criteria) and do not contain any sexually explicit (except to the extent expressly permitted in written form by Starzmall and allowed under applicable Law), defamatory or obscene materials. 

2.3 The Seller will provide the text of the Content Material and the image of the Goods to Starzmall in accordance with Starzmall standard policy including: 

a. Seller SKU code number;

b. Brand name, product name, model, and package content;

c. Dimensions (height, length and width) expressed in centimetres and weight expressed in kilograms;

d. Expiry date if the Goods falls within the Health and Beauty category (if applicable);

e. Normal selling price;

f. Shipping Fees (as defined below); and

g. Warranty details including geographical coverage.

2.4 The Seller is prohibited from selling any of the following Goods on the Platform (except to the extent permitted by the applicable Law of the country or countries, where the Good is listed for sale), including (i) Goods that are required to be certified by or registered with a government authority under applicable Law or to obtain a distribution permit and/or other special permit from a government authority under applicable Law, including but not limited to Goods related to safety, security, public health and environment which are required to have national standardization, any medicine including traditional medicine, cosmetics, food supplements, food and beverages, telecommunication equipment and apparatus, medical equipment, medical supplies, Goods that are required to have local language (other than English) on its label, product manual, warranty statement, and/or other parts of the product or its packaging materials, and (ii) other prohibited Goods including: weapons (including firearms, air rifle and similar and related goods), prohibited drugs, black market and imitated goods, pirated goods or copies of original goods, counterfeits, goods containing vulgar and pornographic content, multi-level marketing, money games, alcohol and other intoxicants, protected flora and fauna (including body parts, such as claws, fangs, skins, fluids, etc.), hazardous explosives and other products that violate applicable Law. Particularly for consumable Goods or Goods having expiration date, the Seller must ensure that it provides Goods to the Customer (as defined below) with a reasonable period allowing the Customer to use such Goods before its expiration date according to applicable Law.
2.5 The Seller shall, at Starzmall’s request, provide Starzmall with any documentation and information supporting the Seller’s right to sell the applicable Goods on or through the Platform, including but not limited to the Seller’s right, license and/or permit to sell such Goods, any documentation or agreement giving the Seller the right to distribute any particular item or brand of certain Goods, and if needed, the notarized copy, invoice or other proof thereof at Seller’s cost. In case of improper use of IP rights or distribution rights or sale of fake or counterfeit products or products prohibited from use, distribution or sale under applicable Law as set forth in Article 2.4 above, Starzmall may at its sole discretion take any or all of the following actions:
(a) Seller’s account on Starzmall will be deactivated permanently with immediate effect, and will be withheld by Starzmall, including all its outstanding payables;
(b) suspend such Goods from being sold on the Platform with immediate effect;
(c) Customers will be informed by Starzmall of such event, and will be entitled to return the fake/counterfeit/non-conforming Goods and to get full refund;
(d) all accounts payable to the Seller as per Starzmall’s accounting including Sellers’ Center account will be applied by Starzmall towards amounts to be refunded to entitled Customers and/or to purchase substitute Goods to compensate the Customers;
(e) Seller may be required to complete additional training programs provided by Starzmall or a third party designated by Starzmall;
(f) OVL (as defined under Section 13.5);

(g)  relevant local government authorities will be informed of the infringement or any illegality; and/or
(h)  Starzmall may terminate this Seller Agreement. 

2.6 In case of sale of refurbished Goods, imported Goods, white label Goods, non-OEM Goods, Seller must comply and strictly follow Starzmall’s specific content requirements and the specific guidelines defined for such Goods on the content production manuals.
2.7 Starzmall reserves the right to immediately suspend the listing and sale of Goods on the Platform if, at its sole discretion, it determines that any part of the Content Material is incorrect, incomplete or not in compliance with applicable Law. 

2.8 The Seller shall indemnify and hold Starzmall, its subsidiaries and affiliates harmless from and against any and all costs (including attorney fees and court costs on an indemnity basis), expenses, fines, penalties, losses, damages, and liabilities arising out of any claim, demand or action resulting from the inaccurate, incomplete or illegal information or otherwise relating to the Content Material provided by the Seller. 

2.9 The Seller hereby undertakes and represents that it has obtained or shall obtain all necessary licences, permits or approvals required for the listing and sale of the Goods on and through the Platform, for any country or countries, where the Goods are listed for sale, prior to the listing of Goods on the Platform.

2.10  The Seller may not in its own capacity or request Starzmall to provide any Content Material, or seek to list for sale on the Platform any Goods, or provide any uniform resource locator marks (“URL Marks”) for use on the Platform, or request that any URL Marks be used on the Platform, unless the Seller has the right to publish the Content Material and has the right and license to sell such Goods under applicable Law.

2.11  Content Material must be provided in the language requested by Starzmall and, to the extent required by applicable Law, in English and/or in the language of the country or countries in which the Goods are available to be listed for sale through the Platform. Starzmall may from time to time translate the Content Material into local language of the country or countries in which Goods are available to be listed for sale through the Platform. Starzmall is not required to verify the accuracy of the translation process and in no event shall Starzmall be made liable for any errors or omissions arising from translating the Content Material into the relevant local languages.

2.12  The Seller may in its own capacity or request Starzmall to add text, disclaimers, warnings, notices, labels or other Content Material required by applicable Law to be displayed in connection with the offer, merchandising, advertising or sale of the Goods.

2.13  The Seller grants Starzmall a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of the Content Material provided by the Seller, and to sublicense the foregoing rights to the affiliates and operators of Starzmall including right to use and reproduce the Content Material for similar products; provided, however, that Starzmall will not alter any of the trademarks from the form provided by the Seller (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with the removal requests of the Seller as to specific uses of such trademarks; provided further, however, that nothing in these Terms will prevent Starzmall from using the Content Materials without the consent of the Seller to the extent that such use is permissible without a license from the Seller or the affiliates of the Seller under applicable Law.

2.14  Starzmall may use mechanisms that rate, or allow Customers to rate or review, the Goods of the Seller and/or the performance of the Seller as a seller and Starzmall may make these ratings and reviews publicly available.

2.15  Notwithstanding any provision of these Terms, Starzmall will have the right, in its sole discretion, to determine the functionality of the Platform including Content Material, structure, appearance, design, and all other aspects of the Platform, the selling through the Platform, as well as , if any, sales traffic activities, (including the right to re-design, modify, remove or alter the content, appearance, design, meta-tags, titles, mark-ups, style sheets, scripts, applications, internal and external links and other aspects of, and prevent or restrict access to the Platform and any element, aspect, portion or feature thereof (including any product listings), from time to time).

2.16  Starzmall may, with prior written notice given to the Seller, inspect the Seller’s Goods and any storage, facility and/or warehouse in which the Goods are stored or located to ensure the Seller’s compliance with these Terms and applicable Law.

3. Sales traffic activities 

3.1  Starzmall may provide to the Seller dedicated sales traffic activities (hereinafter “Sales Traffic Activities”).

3.2  Starzmall reserves the right, in its sole discretion, to decide the scheduling and the relevant share for each one of the specific Sales Traffic Activities, unless otherwise agreed in written form by the Parties.

3.3 The Seller will not, directly or indirectly, engage in any fraudulent, impermissible, inappropriate or unlawful activities in connection with the Seller's participation in or use of the Sales Traffic Activities, including: 

a. generating fraudulent, repetitive or otherwise invalid clicks, impressions, queries or other interactions, whether through the use of
automated applications or otherwise;

b. other than through reporting offered by Starzmall under the Sales Traffic Activities, collecting any user information, indexing or caching
any portion from the Platform, whether through the use of automated applications or otherwise;

c. targeting communications of any kind on the basis of the intended recipient being a user of the Platform;

d. interfering with the proper working of the Platform, the Activities or Starzmall's systems;

e. transmitting any viruses, Trojan horses or other harmful code; or

f. attempting to bypass any mechanism Starzmall uses to detect or prevent such activities.

3.4 Unless otherwise prohibited under applicable Law, Sales Traffic Activities shall be considered, in accordance to these Terms, as a part of the Activities provided by Starzmall to the Seller.
3.5 Parties agree that any other sales traffic activities not governed under this Agreement shall be subject to separate terms and conditions to be mutually agreed between the Parties. 

4. Stock level updating and Listing Price updating 

4.1 The Seller will provide, in the format and at such times as Starzmall may require, accurate, updated and complete information about the availability status, stock level and Listing Price of each Good that the Seller makes available to be listed for sale through the Platform, for any country or countries, where the Good is listed for sale.
4.2 Notwithstanding with any other provision in these Terms, the Seller will use its best endeavours to provide, in the format and at such times as Starzmall may require, the most competitive Listing Price for each Good that the Seller makes available to be listed for sale through the Platform, compared to the price of the same Good listed for sale on other, if any, electronic Platforms and/or retail stores. Seller shall ensure that the Listing Price for each Good that the Seller makes available for sale through the Platform is no higher than the price offered by the Seller to any customer not through the Platform purchasing same or similar Good in equal to or less quantity and under same or similar terms and conditions. In any such event, the Seller shall, and Starzmall may require the Seller to, lower the Listing Price and match the Listing Price to such lower selling price. In case the Seller fails to match the Listing Price to such lower selling price, Starzmall may, at its sole discretion, take any or both of the following actions: 

(a) any promotion or pricing benefits available to the Seller will be cancelled or suspended with immediate effect; and/or
(b) Seller’s Goods will be suspended from being sold on the Platform with immediate effect.
4.3 The Seller’s Listing Price posted on the Platform shall always conform to Starzmall’s pricing policies in effect. In the event the Seller breaches any of such pricing policies, Starzmall may at its sole discretion take any or all of the following actions: 

. (a)  Seller’s Goods will be suspended from being sold on the Platform with immediate effect;

. (b)  Seller’s account on Starzmall will be deactivated permanently with immediate effect;

. (c)  Seller’s account will be withheld by Starzmall, including all its outstanding payables;

. (d)  OVL (as defined under Section 13.5); and/or

. (e)  Seller will be required to pay a penalty fee, the amount of which shall be determined by Starzmall.

4.4 Seller shall be fully responsible for any error or mistake in the Listing Price posted on the Platform. An Order placed based on the Listing Price posted by the Seller is binding to the Seller and the Seller shall sell the applicable Good at such Listing Price to the Customer. In case the Seller fails to comply with this Article, the Seller shall, upon Starzmall’s request:
(a) fulfil all Orders made on the Platform at the Listing Price;
(b) Seller’s account on Starzmall will be deactivated permanently and with immediate effect; and/or
(c) pay a penalty fee, the amount of which shall be determined by Starzmall. 

5. Suspension of Listing of Goods on the Platform 

5.1 Notwithstanding any provision in these Terms, Starzmall will have the right, in its sole discretion, to delay or suspend listing of, or to refuse to list, or to de-list, or to require the Seller not to list, any or all Goods that the Seller makes available to be listed for sale through the Platform or be subject to Sales Traffic Activities, if any, provided by Starzmall. 

PART B. PROVISIONS APPLICABLE TO THE SALES OF GOODS ON THE PLATFORM 

6. Access to IT tools 

6.1 Any password provided by Starzmall to the Seller may be used only during the period the Seller is permitted to use the Platform, manage the catalogue of Goods listed on the Platform, update information about the Goods (e.g. availability status, stock levels and Prices), electronically accept and fulfil the Orders and review the completed Transactions (as defined in Article 7.1 below).
6.2 The Seller is solely responsible for maintaining the security of its password. The Seller may not disclose its password to any third party (other than third parties authorized by Starzmall to use its account in accordance with these Terms) and is solely responsible for any use of or action taken by those using its password. If the Seller is of the view that the password is compromised, the Seller must immediately change it. 

7. Customer information and Customer Service 

7.1 Starzmall will own all the account information about third party Customers of Goods through the Platform (hereinafter “Customer”), the information about the sale of Goods to Customers through the Platform (hereinafter “Order”) and information related to the Transactions including payments, Activity Fees (as defined in Article 12.1 below), disbursements, refunds, penalties and adjustments, and Starzmall will not be liable to pay any royalties or fees to the Seller in connection with the use of any such Customer account information. 

7.2 The Seller will not confirm Orders, Transactions, deliveries or give any further information about the fulfilment of the Orders to the Customer, including by mail, email, telephone, fax or any other means of communication other than via Starzmall.
7.3 Starzmall will be responsible for and have sole discretion to deal with Customers relating to Orders. The responsibility of Starzmall and the Seller in relation to packaging, handling, deliveries, returns, warranties and Orders shall be in accordance with the fulfilment model specified in Article 9. 

7.4 Starzmall will have the right to determine at its sole discretion, according to Starzmall’s policy, whether a Customer will receive a refund, adjustment or replacement and to require the Seller to reimburse Starzmall if Starzmall determines that the Seller shall refund, adjust or replace the applicable Good in accordance with these Terms.
7.5 Seller shall utilise Customer Information disclosed by Starzmall to Seller or to which Seller has otherwise collected or obtained access to pursuant to or in connection with this Agreement, solely for purposes of this Agreement and shall not sell, assign, license, publish, lease or otherwise commercially exploit any Customer Information or utilize Customer Information in any manner for its own benefits or carry out any data mining, data compilation or data extraction for the purposes of statistical or trade analysis or otherwise, based on or in connection with the Customer Information. All Customer Information shall not be disclosed to any third party without the prior written consent of Starzmall, and shall be disclosed within Seller’s organisation only on a need-to-know, confidential basis. Seller acknowledges and agrees that any failure by it to comply with this Article 7.5 shall constitute a material breach of this Agreement. 

8. Order verification 

8.1 Starzmall may in its sole discretion withhold for investigation and/or refuse to process any Order or Transaction. Starzmall may use the support of one or more third party processors or financial institutions or such other service providers in connection with the Platform.
8.2 The prices indicated in the Order shall not be subject to any variations and, unless otherwise agreed in writing, shall include fulfilment costs (e.g., packaging, storing or delivery costs) according to the model to fulfil the Orders of the Goods (hereinafter “
Fulfilment Model”), as agreed between the Seller and Starzmall, as well as charges, Activity Fees and risks, if any, related to the fulfilment, Activities and payment method of the Order. Starzmall reserves the right to reject any particular form of Order or payment for the Goods, and not to honour or accept any discounts, coupons, gift certificates, or other offers or incentives made available by the Seller. 

8.3 Starzmall (directly or indirectly through a third party at its sole discretion) will bear the risk of credit card fraud (e.g. fraudulent purchases arising from the theft or unauthorized use of a Customer’s credit card information) occurring in connection with the Transactions, except with respect to Transactions that the Seller does not fulfil in accordance with the Order information. The Seller will bear all other risk of fraud or loss. The Seller will promptly inform Starzmall of any changes to the nature or specifications of the Goods or any pattern of fraudulent or other improper activity with respect to any of the Goods that may result in a higher incidence of fraud or other impropriety associated with Transactions involving the Goods. 

9. Order fulfilment
9.1 The Parties agree that the order fulfilment model is “Fulfilment by the Seller”; provided that Starzmall may at its sole discretion fulfil any Order, in which case the Seller shall promptly reimburse Starzmall for all costs and expenses incurred by Starzmall with respect to such fulfilment. Starzmall will support with the coordination of post sales activities including answering customer enquiries and processing returns. The Seller will be solely responsible for, and bear all risk and liability for, sourcing, storing, selling, packaging and providing warranty for all Goods, as well as delivering the Orders to the recipient and the shipping address specified in the Order in accordance with applicable Law at all times, and the Seller shall be responsible for any non-conformity or defect in, damage to, or theft of or claims regarding the sourcing, storing, selling, packaging, order processing or failed order processing of the Goods, or other issue arising in connection with the fulfilment of the Order, except to the extent caused by: 

a. credit card fraud for which Starzmall is responsible; or

b. failure of Starzmall to make available to the Seller information about the Order.

9.2 Starzmall will provide to the Seller information in relation to each Order for Goods made through the Platform. The Seller shall be responsible for fulfilling all Orders for Goods in the quantity sold through the Platform and/or as communicated by Starzmall. All Orders will be final and may not be cancelled or revoked by the Seller except as otherwise provided for in these Terms.
9.3 The Seller undertakes that it will fully comply with all applicable Law relating to the sale of the Goods though the Platform under the Customer Agreement (including, but not limited to consumer protection regulations and all local regulations regarding importation of goods and/or services of applicable country, and all local regulations relating to the shipment of prohibited items in all applicable countries). In the event that the Seller violates this Article, the Seller shall indemnify and hold Starzmall harmless for any damages, costs or and/or expenses arising out of such violation, and Starzmall may, at its sole discretion, take any or all of the following actions: 

. (a)  Seller’s Goods will be suspended from being sold on the Platform with immediate effect;

. (b)  Seller’s account on Starzmall will be deactivated permanently with immediate effect;

. (c)  Seller’s account will be withheld by Starzmall, including all its outstanding payables; and/or

. (d)  Seller will be required to pay a penalty fee, the amount of which shall be determined by Starzmall.

9.4 The Seller agrees to stop and/or cancel any Orders if Starzmall so directs, according to Starzmall’s policy. If the Customer has already been charged for such Orders, Starzmall will execute refunds (and any adjustments) and credit the applicable Customer account. The Seller will reimburse Starzmall for all amounts so credited and costs associated with the refund. 

9.5 If required by Law, the Seller shall be responsible to take out appropriate insurance covering the events mentioned above, as well as any other obligation under this Agreement. 

9.6  Where required under applicable Law, the Seller shall be responsible for providing a warranty for Goods. 

9.7  The Seller shall, in any case, wrap and pack the original packaging of the Goods, when preparing the Goods for the shipment. In any case, the packaging shall guarantee the integrity of the Goods as well as of the related original packaging. Neither Starzmall nor the selected third party logistics will be responsible for the intact preservation of the Goods’ original boxes. It is the Sellers’ responsibility to properly package each box and the packaging materials used might include bubble wrap and/or plastic/paper coverage. Seller is required to use additional packaging material for bulky products including refrigerator, washing machine, dishwasher, television, air conditioner and home theatres. 

9.8 The Seller agrees to ship all orders within the time stipulated by Starzmall after the receipt of the Order. Notwithstanding any provision of these Terms, Starzmall reserves the right, in its sole discretion, to modify these deadlines. Starzmall also reserves the right to cancel Orders and/or cancel the Transaction if the timeframe is not met in which case Starzmall may impose fees on the Seller according to Article 14 below. 

9.9 Starzmall may recommend several third party courier vendors having cooperation with Starzmall to the Seller and the Seller may choose a courier recommended by Starzmall. Starzmall reserves the right, in its sole discretion, to allow, define, modify, restrict or cancel the use of any carrier (including, if any, the Seller’s own order processing service structure) to be used when shipping and delivering the Goods, from time to time, unless otherwise agreed in writing by the Parties. Starzmall may, at its sole discretion, allow the Seller to ship the Goods via post (with tracking function) and Seller agrees to be bound by the applicable postal rule and shall not hold Starzmall liable with respect with any delay, damage, loss or cost incurred during shipment. Seller agrees that for Goods shipped via post, the Goods shall be deemed delivered unless otherwise notified by the Customers within 50 (fifty) days from the date the Goods are posted. Starzmall will cancel the Order if it receives notification from Customer that they did not receive the Order beyond a 35 (thirty five) days period unless Seller is able to provide sufficient proof of delivery that the Good was delivered and received by the Customer. 

9.10 Starzmall may, in its sole discretion, allow the Seller to ship Goods at the Seller’s expense using discounted shipping rates that Starzmall is able to procure from any carriers. These shipping rates may be modified from time to time by the carrier. The Seller will not use the carrier account information of Starzmall, including, without limitation, carrier account number and shipping rates, for any purpose, nor disclose such information to any third party, and the Seller will protect such information as Starzmall’s confidential information. Title and risk of loss for any Goods shipped using discounted rates provided by Starzmall under this section will remain with the Seller, and Starzmall’s provision of such shipping rates will not create any liability or responsibility for Starzmall with respect to any delay, damage, loss or cost incurred during shipment and in no event shall Starzmall be made liable for any mistake, error or inaccurate information provided to these third party carriers. The Seller shall authorize the applicable carrier to provide Starzmall with all shipment tracking information. 

9.11 The Seller will be responsible in accordance with Starzmall’s returns and cancellation policy for all costs incurred to ship the Goods as well as the cost of any failed order processing (meaning any Customer Agreement which cannot be successfully executed because a) the delivery address reported on the Order is not correct; b) mistakes, errors or inaccurate information including tracking number, shipment information provided to Starzmall and/or to third party carrier, c) the Customer is not reachable after various attempts – the number of order fulfilment attempts will be defined by the carrier; or d) the Customer refuses and cancels the Order when the Good is delivered to the address specified on the Order) or return of Goods, including cost of freight and transit insurance. Any costs assessed against or incurred by Starzmall in relation to shipping will be deducted from amounts payable to the Seller, or by other methods at Starzmall’s election. The Seller shall also be responsible for payment of all customs, duties, taxes and any other charges related to the shipping and custom clearance of Goods including instances in which the relevant authority imposes a different valuation method for assessing the value of the Goods and the resulting taxes are higher than estimated by Starzmall. 

9.12 Starzmall reserves the right, in its sole discretion, and subject to applicable Law, to restrict the destinations to which the Seller may ship Goods sold on or through the Platform.
9.13 The Seller must comply with standard operating procedures, import procedures, weight and size restrictions, and other shipping requirements of the applicable carriers and/or import agents. In case the Seller violates any of such shipping requirements, Seller shall, at Starzmall’s request, pay Starzmall any additional handling fees incurred by Starzmall as a result of such violation by the Seller, and may be subject to a penalty fee as may be imposed by Starzmall from time to time. If Starzmall is listed on any import documentation, Starzmall reserves the right to refuse to accept the Goods and/or cancel the Order covered by the import documents and any costs assessed against or incurred by Starzmall will be deducted from amounts payable to the Seller, or by other method at Starzmall’s election. Moreover, if Starzmall decides, in its sole discretion, to support the Seller with the completion of the import procedures of the carrier, or any activities arising from such procedures, Starzmall reserves the right to deduct from amounts payable to the Seller, or by other method at Starzmall’s election, any costs or fees or penalties assessed against or incurred by Starzmall. If Starzmall provides the Seller with the estimated shipping costs prior to shipment, the Seller acknowledges and agrees that actual shipping costs for which Seller will be liable:

a.may be more than the estimated shipping costs if the carrier determines that such Goods weigh more (including based on the carriers volumetric weight calculation) than as submitted by the Seller; or
b. may be the full amount of the estimated shipping costs even if the carrier determines the weight to be less than that submitted by the Seller. 

9.14 The agreement for the supply of the Goods as provided for in the Order (hereinafter the “Customer Agreement”) shall be fulfilled upon receipt by Starzmall of a receipt signed by the Customer by way of acceptance, or any other way, as may requested by Starzmall, in its sole discretion. The title to the Goods shall remain with the Seller until fulfilment of the Customer Agreement. Starzmall shall not be a party to the Customer Agreement, and shall not be liable to any party in relation thereto.
a. In the event that the Seller fails to pay any shipping costs or fees in accordance with this Article 9, Starzmall may in its sole discretion deduct such costs or fees from the Seller’s account held by Starzmall.

b. The Seller has the right to make any claim relating to the weight of packaging materials, classifications of Goods and/or tax, duty, customs or other fees applicable to shipping within 30 days from when Starzmall has deducted its Shipping Fees, failing which the Seller shall be considered to have irrevocably waived such rights.

c. The Seller shall indemnify and hold Starzmall harmless from any and all damages, costs and expenses incurred from or arising out of or in connection with the Seller’s breach of any obligations under this Article 9.
d. In addition to the foregoing, such provision includes any Seller using Starzmall Global Shipping as its shipping method. Such Seller shall additionally be subject to the terms and conditions of Starzmall Global Shipping, which is available electronically at
www.Starzmall.com/page.html?action=member and which may be revised by Starzmall from time to time with a 7 (seven) days’ notice to such Seller using Starzmall Global Shipping. 

[ARTICLES 9.15 to 9.34 ARE APPLICABLE ONLY TO SELLERS USING “FULFILLMENT BY Starzmall” TO FULFILL ORDERS] 

9.15 In addition to the Terms, except those provisions specified in Articles 9 , the provisions of Article 9.15 till 9.34 are applicable to Orders that are fulfilled with the “Fulfilment by Starzmall” Fulfilment Model. “Fulfilment by Starzmall” will be offered by Starzmall to select Sellers, and only to the extent allowed by law. 

9.16  Starzmall will provide to the Seller information in relation to each Order for Goods made through the Platform.

9.17  Starzmall may, in its sole discretion, stop any Orders. Moreover, the Seller will stop and/or cancel any Orders if Starzmall so directs. If the Customer has already been charged for such Orders, Starzmall will execute refunds to the Customer (and any adjustments) and credit the applicable Customer account. The Seller will reimburse Starzmall for all amounts so credited.

9.18 The Seller will be solely responsible for, and bear all risk and liability for, sourcing, delivering the Goods to Starzmall’s appointed location as well as providing warranty for the Goods. As such, the Seller is responsible for any non-conformity or defects in, damage to, or theft of or claims regarding the sourcing and delivery of the Goods to Starzmall’s appointed location, except to the extent caused by: 

a. A credit card fraud for which Starzmall is responsible; or

b. A failure of Starzmall to make available to the Seller information about the Order.

9.19 If required by Law, the Seller shall be responsible to take out appropriate insurance covering the events mentioned above as well as any other obligation under this Agreement.
9.20 The shipping of Goods to Starzmall’s appointed location shall be made ex works of Starzmall (Incoterm DDP), unless different delivery conditions are set out in the Seller Agreement.
9.21 The Goods shall be delivered to Starzmall’s appointed location in the agreed packaging and, in any case, in a packaging guaranteeing the integrity of the delivered Good. If Goods are required to be shipped on pallets, they shall be either 80x120cm (eighty by one-hundred-twenty centimetres) or 100x120cm (one-hundred by one-hundred-twenty centimetres) and have a maximum overall weight of 450kg (four-hundred-fifty kilograms), unless different conditions are set out in the Seller Agreement. The Seller shall be liable for any damage to the Goods due to improper or faulty packaging.
9.22 In the case of any improperly, faulty packaged or labelled Goods, Starzmall may return the Goods to the Seller at expense of the Seller, or re-package or re-label the Goods at the expense of the Seller.
9.23 In the event the Seller fails to comply with the packaging or labelling standards, which may be requested by Starzmall, Starzmall reserves the right to refuse to accept any shipment or unsuitable Goods subject to advising the Seller in writing of such refusal within 10 (ten) days of receipt of the Goods. Starzmall may return at the expense of the Seller or dispose of any unsuitable Goods in the following cases: 

a. Immediately if Starzmall determines in its sole discretion that the Goods create a safety, health or liability risk to Starzmall, its personnel or any third party; 

b. If the Goods do not correspond (in quantity, quality or required specifications) to the Order;
c. If the Seller fails to direct Starzmall to return or dispose of any unsuitable Goods within 30 (thirty) days of the date on which Starzmall gives notice of refusal in accordance with this Article;
d. If the Seller fails to direct Starzmall to return or dispose of any unsuitable Goods within 90 (ninety) days of the date on which Starzmall gives notice of refusal in accordance with this Article.
9.24 In case of delivery made before the date indicated in the Order, Starzmall shall be entitled to either accept the Goods or return them to the Seller at the expense of the Seller.
9.25 The Goods shall always be accompanied by a Delivery Note (as defined in Article 10.8(d)) containing the following information: name of the Seller, number of the Order, quantity, description of the Goods (including, but not limited to a List of codes for inbound Goods, list of bar codes for inbound Goods, description of the Goods, warranty status per each of the Goods), gross and net weight, place of delivery and addressee of the Goods, reason for transport, as well as the information expressly required by applicable Law, and other necessary documentation (including tax invoice). 

9.26  Starzmall’s confirmed receipt of delivery does not: 

a. Indicate or imply that any Goods have been delivered free of loss or damage; or

b. Indicate or imply that Starzmall actually received the number of units of Goods specified by the Seller for such shipment; or

c. Waive, limit or reduce any of Starzmall’s rights under these Terms.

9.27  As a part of Starzmall’s Services and unless otherwise prohibited under applicable Law, Starzmall will provide storage services once it confirms the receipt of delivery, and it will keep electronic records that track inventory of Goods by identifying the number of Goods stored in Starzmall’s appointed location. Starzmall will not be required to physically mark or segregate items from other inventory Goods owned by the Seller in Starzmall’s appointed location. If Starzmall elects to commingle Goods with products the property of Starzmall or of any third parties, both Parties agree that the records of Starzmall will be sufficient to identify which products are Goods. Starzmall may move Goods among facilities. If there is loss of or damage caused by Starzmall to any Goods while they are being stored – except if the loss or damage arises as a result of the Seller not complying with the present Terms or if the loss or damage is related to the decay of any perishable Goods –, Starzmall will pay the Seller the replacement value of the Goods and the Seller will, at Starzmall’s request, provide Starzmall with a valid tax invoice for the replacement value paid to the Seller. Payment of the replacement value represents Starzmall’s total liability for any duties or obligations that Starzmall or its agents or representatives may have for warehousing the Goods (to the extent permissible by Law), and the only right of the Seller or remedy that the Seller may have as a warehouseman. At all other times, the Seller will be solely responsible for any loss of, or damage to, any Good. 

9.28 During storage, Starzmall shall take out insurance for the Goods for damage, loss or theft covering the full value of the Goods, i.e. the cost of sourcing Goods as described in the Delivery Note at the time at which such Goods are declared by Starzmall to be stolen, lost or damaged.
9.29 Starzmall reserves the right to direct, and change from time to time, scheduling restrictions and volume limitations on the delivery and storage of Starzmall’s inventory in Starzmall’s appointed location, and the Seller will comply with such restrictions or limitations. 

9.30 As part of Starzmall’s Services and unless otherwise prohibited under applicable Law, Starzmall will ship the Goods stored at Starzmall’s appointed location to the Customer at the address specified in the Order. Starzmall may carry out, in its sole discretion, further packaging or modify the packaging of the Goods, in order to secure the integrity of the Goods during the delivery to the Customer. Starzmall may ship Goods together with products the property of Starzmall or of any third parties, including any of Starzmall’s affiliates. Starzmall shall be responsible for damage to, or theft of or claims regarding delivery of Goods from Starzmall’s appointed location to the address specified in the Order, except in relation to any failure caused directly or indirectly by the act or default of the Seller and/or its employees or contractors.
9.31 The Seller shall produce a tax invoice (in accordance with the applicable law) and physically send it to the respective customers for every successful sale. Starzmall shall provide regular lists of successful sales and the respective customer addresses to facilitate this process. Seller agrees that it is the Seller's responsibility to determine whether Seller Taxes apply to the transactions and to collect, report, and remit the correct Seller Taxes to the appropriate tax authority, and that Starzmall is not obligated to determine whether Seller Taxes apply and is not responsible to collect, report, or remit any sales, use, or similar taxes arising from any transaction. "
Seller Taxes" means any and all sales, goods and services, use, excise, import, export, value added, consumption and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by the Seller. 

9.32 In the event the wrong Goods are delivered or the Goods become damaged lost, unless Starzmall determines that the damage or loss was caused directly or indirectly by the act or default of the Seller or any of the Seller’s employees, agents or contractors, Starzmall will: 

a. Ship replacement Goods to the Customer and pay to the Seller the replacement value for the replaced Goods; or
b. Process a refund to the Customer and pay the Seller the replacement value of the Goods.
9.33 Any sellable Goods that are properly returned will be placed back into the inventory of the Goods of the Seller. Starzmall may fulfil Orders for the Goods with any returned Goods. The Seller will take title of all Goods that are returned by Customers. Starzmall reserves the right to examine and determine at its own discretion if Goods are suitable for selling.
9.34 Starzmall reserves the right to reject Goods delivered to Starzmall’s Appointed Location if the Goods do not pass the quality check for inbound. Starzmall shall proceed with the Inbound Quality Check if the Delivery Order and the Confirmed Purchase Order tally and the quantities match. 

10. Returns and Mis-deliveries 

10.1 The Seller will accept Mis-deliveries and returns if Starzmall so directs, as well as returns according to Starzmall’s policy. Details of the returns and cancellation mechanism are set out in Annex 1 of the Seller Agreement which may be subject to change by Starzmall from time to time.
10.2 If the Customer has already been charged for the returned or Mis-delivered Order, Starzmall will execute refunds to the Customer. Starzmall will route all refunds (and any adjustments) and credit the applicable Customer account. The Seller will reimburse Starzmall for all amounts so credited. Starzmall reserves the right to modify or discontinue the mechanism for processing returns and adjustments at any time. 

10.3 Starzmall may at its sole discretion coordinate the quality inspection of the returned Goods. If Starzmall or any third party of its choice, determines during the quality inspection that the returned Good is faulty or damaged, that the Good cannot be offered to other Customers because of this fault or damage and that this fault or damage has been caused by the Customer, the Seller will not be liable to accept the returned Good 

a. Seller may request for reimbursement of the full value of Goods where Seller did not receive the returned Goods after agreed timeframe or where the returned Goods received by the Seller fall outside of Starzmall’s return policy. The request shall be made and dealt with in the following manner 

i. If the arrival of the shipment of the returned Goods exceeds 60 (sixty) days from the day Starzmall notifies the Seller about the returned Goods till the arrival to Starzmall’s appointed location, the Seller has to submit a written request with supporting documentation within 7 (seven) days calculated from the last day of the 60 (sixty) day period. The Goods will be deemed abandoned upon expiry of the 7-day period where no request received by Starzmall from the Seller and Starzmall may elect to dispose the Goods or deal with the Goods in any manner it deems fit.

ii. If the returned Goods have been collected or received by the Seller at Starzmall’s appointed location and the returned Goods fall outside of Starzmall’s return policy, the Seller has to submit a written request with supporting documentation within 7 (seven) days of the collection of the returned Goods at the appointed location. Starzmall shall have the sole discretion to determine the outcome of the claim raised by the seller and Starzmall’s decision shall be deemed final.

iii. Notwithstanding the foregoing clauses of this Article 10.3, any costs or expenses incurred in connection with the return of the returned Goods, including but not limited to payment processing costs and Shipping Fees and Transportation Costs, shall not be reimbursable to the Seller.

The amount of reimbursement to be made by Starzmall to the Seller shall be determined by Starzmall on a case by case basis after considering various factors, including but not limited to the severity of the damage, the lost value of the Good and the Seller’s sales and return history. Notwithstanding the foregoing, Starzmall may in its sole discretion reject any reimbursement request by the Seller.

b. The amount of reimbursement to be made by Starzmall to the Seller shall be determined by Starzmall on a case by case basis after considering various factors, including but not limited to the severity of the damage, the lost value of the Good and the Seller’s sales and return history. Notwithstanding the foregoing, Starzmall may in its sole discretion reject any reimbursement request by the Seller. 

10.4 If the seller wants the returned Goods back, Starzmall will support with the coordination of their shipment to Starzmall’s appointed address and arrange for the Seller to pick up the returned Goods in accordance with Article 10.8 below. Starzmall will use its best endeavours to support with the coordination of the shipment of the returned Goods to the address indicated by the Seller within 60 (sixty) days from the day that Starzmall notifies the Seller about the returned Goods till the arrival to the address indicated by the Seller, unless otherwise agreed in writing by the Parties. Starzmall will bear no responsibilities resulting from the coordination of the shipment of the returned Goods back to the Seller.
10.5 Starzmall shall not be liable for any claims, demands, liabilities, expenses, losses, cost or damage arising from or relating to the coordination of the delivery or the quality inspection of returned Goods – including, but not limited to, the decay of perishable Good in respect of all direct and indirect losses, special or consequential, including but not limited to loss of revenue, loss of business, loss of anticipated savings or lost profits.
10.6 The Seller is responsible for any non-conformity or defect in, or any public or private recall of, any of the Goods. The Seller will promptly notify Starzmall of any such non-conformity, defect, or public or private recall or the threat thereof and cooperate and assist Starzmall in connection with any recalls, including by initiating the procedures for returning Goods to the Seller under the standard processes of Starzmall. The Seller will be responsible for all costs and expenses Starzmall or any of Starzmall’s affiliates incur in connection with any recall or threatened recall of any of the Goods (including the costs to return, store, repair, liquidate or deliver to the Seller or any vendor any of these products).
10.7 Unless otherwise agreed in writing by the Parties, Starzmall will collect, reconcile and credit to the Seller the Commission related to any returned or Mis-delivered Order. Starzmall will not credit to the Seller any other charges and/or fees related to any returned or Mis- delivered Order.
10.8 Starzmall may coordinate the storage of the returned Goods in Starzmall’s appointed location. In this case: 

a. The Seller shall be liable for any damage to the Goods due to improper or faulty packaging (except for the extent provided by
Article 10.3);

b. In case of any faulty, defective improperly packaged or labelled Goods, Starzmall may coordinate the return of the Goods to the
Seller at the expense of the Seller, or re-package or re-label the Goods at the expense of the Seller;

c. In the event the Seller fails to comply with the packaging or labelling standards, which may be requested by Starzmall, Starzmall reserves the right to refuse to accept any shipment or unsuitable Goods by giving notice to the Seller in writing of such refusal within 10 (ten) days of receipt of the Goods. Starzmall may return at the expense of the Seller or dispose of any unsuitable Goods in the
following cases: 

i. immediately if Starzmall determines in its sole discretion that the Goods create a safety, health or liability risk to Starzmall, its personnel or any third party;

ii. if the Goods do not correspond (in quantity, quality or required specifications) to the Order; or

iii. if the Seller fails to direct Starzmall to return or dispose of any unsuitable Goods within 30 (thirty) days of the date on which
Starzmall gives notice of refusal in accordance with this Article 10.8(c);

d. The Goods shall always be accompanied by a delivery note (a “Delivery Note”) containing all the information expressly required by applicable Law, and other necessary documentation. Starzmall’s confirmed receipt of delivery does not: 

i. indicate or imply that any Goods have been delivered free of loss or damage;

ii. indicate or imply that Starzmall actually received the number of units of Goods specified by the Seller for such shipment; or

iii. waive, limit or reduce any of Starzmall’s rights under these Terms.

e. Starzmall’s appointed location may provide storage activities once it confirms the receipt of delivery, and if such storage services are provided, it will keep electronic records that track inventory of Goods by identifying the number of Goods stored in Starzmall’s appointed location. Starzmall will not be required to physically mark or segregate items from other inventory Goods owned by the Seller in Starzmall’s appointed location. If Starzmall elects to commingle Goods with products the property of Starzmall or of any third parties, both Parties agree that the records of Starzmall will be sufficient to identify which products are Goods. Starzmall may move Goods among facilities. If there is loss of or damage to any Goods while they are being stored, except if the loss or damage arises as a result of the Seller not complying with these Terms or if the loss or damage is related to the decay of any perishable Goods, Starzmall will pay the Seller the replacement value of the Goods and the Seller will, at Starzmall’s request, provide Starzmall with a valid tax invoice for the replacement value paid to the Seller. Payment of the replacement value represents Starzmall’s total liability for any duties or obligations that Starzmall or its agents or representatives may have for storing or warehousing the Goods (to the extent permissible by Law), and the sole right of the Seller or remedy that the Seller may have as a warehouseman. At all other times, the Seller will be solely responsible for any loss of, or damage to, any Good. 

f. During storage, Starzmall shall maintain insurance for damage to or loss or theft of Goods covering the full value of the Goods, i.e. the cost of sourcing Goods as described in the Delivery Note at the time at which such Goods are declared by Starzmall to be stolen, lost or damaged.
g. Starzmall reserves the right to direct, and change from time to time, scheduling restrictions and volume limitations on the delivery and storage of Starzmall’s inventory in Starzmall’s appointed location, and the Seller will comply with such restrictions or limitations. 

h. Starzmall may fulfil Orders for the Goods with any returned Goods. The Seller will take title of all Goods that are returned by Customers. Starzmall reserves the right to examine and determine at its own discretion if Goods are suitable for reselling. 

i. Starzmall shall be responsible for damage to or theft of or claims regarding delivery of Goods from Starzmall’s appointed location to the address specified in the Order, except in relation to any failure caused directly or indirectly by the act or default of the Seller and/or its employees, agents or contractors;
ii. Starzmall shall process invoices or receipts and/or Delivery Notes on behalf of the Seller (in accordance with applicable Law), and shall include this documentation in the package. At the end of each month, Seller may request and receive a copy of all documentation related to the invoicing and/or shipping of the Order issued by Starzmall and/or by the third party logistics provider, as the case may be; 

iii. In the event the wrong Goods are delivered or the Goods become damaged or lost, unless Starzmall determines that the damage or loss was caused directly or indirectly by the act or default of the Seller or any of the Seller’s employees, agents or contractors, Starzmall may: a) ship replacement Goods to the Customer and pay to the Seller the replacement value for the replaced Goods, or b) process a refund to the Customer and pay the Seller the replacement value of the Goods; 

iv. If Starzmall provides replacement Goods or a refund to a Customer and that Customer returns the original Goods to Starzmall’s appointed location, Starzmall will be entitled to dispose of the Goods in accordance with Article 10.8(j) below, or, if they are saleable, Starzmall may, at its option place such Goods back in the inventory of the Seller. If the Goods will be put in the inventory, the Seller will reimburse Starzmall for the replacement value of the returned Goods. Any replacement Goods shipped by Starzmall under these Terms will be deemed to be, and will be treated in the same manner as, an Order and sale of such Goods from the Seller to the Customer via the Platform in accordance with these Terms. 

i. Notwithstanding clause (j) and (k), in respect of Goods which have been returned by the Customer, Starzmall will not return Goods to the Seller where the Goods are under a certain amount, such amount to be calculated with reference to the cost of shipping the Goods back to the Seller, and Starzmall has the right to dispose of the Goods. The specified amount will be updated by Starzmall from time to time. 

j. The Seller may, within 7 (seven) days of receipt of return notification, request that returned Goods be delivered back to the Seller. Starzmall may charge the Seller a fee for coordinating the shipment of returned Goods to the Seller, for any reason, including upon termination of the Seller Agreement. The Seller shall be liable for all costs, duties, taxes and expenses applicable to the shipment of returned Goods to the Seller. The Seller shall be responsible for the pick-up of such returned Goods from Starzmall’s appointed location within 15 (fifteen) working days after written notification by Starzmall. Seller shall be liable for any mistake, error or inaccurate information provided to Starzmall. If Starzmall has an outdated or incorrect address for the Seller, or if Starzmall cannot make arrangements for the Seller to pay for the return shipment, the Goods will be deemed abandoned upon expiry of 30 days period where no request received by Starzmall from the Seller to ship returned Goods or upon failed custom clearance of the returned Goods to the Seller and Starzmall may elect to dispose of the Goods as provided herein in any manner it deems fit. 

k. The Seller may, at any time, request that Starzmall dispose of Goods on its behalf. Starzmall may dispose of Goods in accordance with Seller’s instructions. Title to Goods remains with the Seller and Starzmall is acting as Seller’s agent in disposing the Goods, and Starzmall will be entitled to retain all proceeds, if any, received from the disposal of any Goods. Seller shall indemnify Starzmall for disposal of the Goods should the Goods be subsequently found to be infringing any local Laws and regulations or any third party’s intellectual property rights. 

l. The Seller shall comply with instructions that Starzmall may give in relation to any potential suspension of the work in Starzmall’s appointed location.
10.9 Notwithstanding the foregoing of this Article 10, Starzmall is not under an obligation to ship returned Goods out of Vietnam. 

11. Faults, defects and non-compliance of Goods

11.1 The Seller warrants that the delivered Goods (delivered to the Customer or to Starzmall’s appointed location, as indicated by Starzmall) will comply with the specifications listed on the Platform and with applicable Law (that the Goods strictly conform to any and all product warranties, specifications, drawings, samples, performance criteria and all applicable quality, safety and hygiene requirements) and will be free from faults and defects. Starzmall reserves the right to make, at any time, directly or through a third party of its choice, a quantity and quality check and to communicate any fault, defect or non-compliance to the Seller by any written means within 30 (thirty) days of the discovery of the fault, defect or non-compliance.
11.2 In the event of any fault, defect or non-compliance with applicable Law and/or specifications listed on the Platform in relation to Goods delivered to the Customer or to Starzmall’s appointed location, Starzmall may request the removal of the Goods, and all costs and expenses associated with such removal will be borne by the Seller. Alternatively, Starzmall may request the Seller to collect the defective, faulty or non-compliant Goods and provide substitute Goods, and all costs and expenses associated with such collection and substitution will be borne by the Seller. 

11.3 Notwithstanding anything to the contrary, Starzmall reserves the right at all times to be compensated by the Seller for any damage suffered as a consequence of any fault, defect and non-compliance with respect to any of the Seller’s Goods.
11.4 The Seller shall indemnify Starzmall from any cost, loss, expense or damage deriving from any third party claims, legal actions or proceedings brought against Starzmall and deriving from or in connection with the sale and use of the defective, faulty and/or non- compliant Goods. 

11.5 In the event that the Seller lists on the Platform any fake or counterfeit products or products prohibited from use, distribution or sale under applicable Law or submits any document or agreement (including invoices) for a product that Starzmall suspects to be fake, falsified, fabricated or counterfeit, Starzmall may at its sole discretion take any or all of the actions listed under Article 2.5 above.
11.6 In the event that the Seller (i) violates any import regulation, including but not limited to the declaration of a Good’s value to be lower than its actual value to the applicable local authority (ii) provides an untraceable or unidentifiable tracking number to Starzmall or its Customers or (iii) provides a misleading, incorrect, and/or fraudulent Goods or any such contents on the Platform, Starzmall may at its sole discretion take any or all of the actions listed under Article 2.5 above. 

12. Activity Fee
12.1 Starzmall will invoice to the Seller a fee (hereinafter Activity Fee) for the Activities provided by Starzmall to the Seller (such as the listing of Goods on the Platform, content production, Sales Traffic Activities or Order processing activities), in accordance with applicable Law, according to the Prices indicated in the Seller Agreement, which shall not be subject to any variation unless otherwise agreed in writing by the Parties.
12.2 Unless otherwise agreed in writing, settlement of the invoices for Activity Fees shall be effected by setting off against funds received by Starzmall from Customers in respect of the applicable Transactions. 

13. Payments 

13.1 Starzmall will collect all payments from the Customer (including all cash on delivery payments) as payment processing agent for the Seller and will have the exclusive right to do so, and will remit such funds to the Seller in accordance with these Terms. As a payment processing agent, Starzmall shall take no responsibility with respect to the legality of the payment transactions between the Customer and the Seller relating to the Orders made through the Platform. The Seller undertakes that all payment transactions are in compliance with applicable Law (including anti-laundering regulations). If expressly accepted in written form by Starzmall, a logistics service provider/carrier of Goods may also collect payments from the Customer (including cash on delivery payments). 

13.2 Starzmall will reconcile and pay to the Seller all payments disbursements, refunds, Default Fees and adjustments (“Payments”) in accordance with these Terms. Payments shall be made in accordance with the agreed payment mechanism and term agreed in writing upon by the Parties.
13.3 If Starzmall concludes that the actions and/or performance of the Seller, in connection with the Seller Agreement, the Customer Agreement, and such third party agreements relating to Seller’s obligation may result in any dispute with Customers, chargebacks or other third party claims, or there are any sums owed by the Seller to Starzmall, or any claims of third parties against Starzmall arising from the Seller’s performance, whether under a purchase order or under any other document, then Starzmall may, in its sole discretion, withhold any Payments for the shorter of:

a period of 90 (ninety) days following the initial date of suspension; and
completion of any investigation(s) regarding the actions of the Seller and/or performance in connection with the Seller Agreement, Customer Agreement, these Terms and any other document. 

13.4 In case of breach of contract by the Seller, Starzmall shall, without limitation, have the right to delay or suspend Payments. Any Payment made by Starzmall shall not in any way be considered as a waiver of its rights under these Terms or the provisions set out in the Order.
13.5 Starzmall reserves the right to impose Order value and/or Transaction limits (“
OVL”), either a minimum limit or a maximum limit, on some or all Customers or the Seller relating to the value of any Transaction, the cumulative value of all Transactions during a period of time, or the number of Transactions per day or other period of time. Starzmall will not be liable to the Seller: 

a. if Starzmall does not proceed with an Order or Transaction that would exceed any limit established by Starzmall; or
b. if Starzmall permits a Customer to withdraw from a Transaction because the Platform or the Goods are unavailable following the commencement of a Transaction. 

13.6 The Seller shall be responsible for all relevant taxes, duties, fees and other charges arising out of or associated with the Payments, and the Seller undertakes to Starzmall that it shall pay all such taxes, duties, fees and other charges on time. To the extent required by applicable Law, Starzmall shall be entitled to withhold any and all taxes in connection with the Payments. In the event that Starzmall is held liable for any taxes in connection with the Payments, the Seller shall indemnify Starzmall for such tax liability irrespective of when such tax liability is assessed.
13.7 Any inquiry or complaint about the payment of an Order shall be received by Starzmall within 120 (one hundred and twenty) calendar days after the Order date. Starzmall will not accept any queries regarding an order after this point and Seller waives the right to dispute any charges not disputed within this timeframe.
13.8 Any inquiry or complaint on a Payment shall be received by Starzmall within 30 (thirty) calendar days after the transfer date of the Payment. Starzmall will not accept any queries after this point and Seller waives the right to dispute any charges not disputed within this timeframe. 

13.9 Notwithstanding anything to the contrary in this Article 13, all Orders placed in Vietnam shall be subject to the following:
(a) the Seller agrees to receive payments from an appointed payment agent by Starzmall (the “
Appointed Payment Agent”) and Starzmall agrees to receive back all the payments from Customer from the Appointed Payment Agent. The Appointed Payment Agent by Starzmall will collect all payments from the Customer (including all cash on delivery payments) as payment processing agent for the Seller in accordance with these Terms.
(b) As a payment processing agent, Starzmall shall take no responsibility with respect to the legality of the payment transactions between the Customer and the Seller relating to the Orders made through the Platform.
(c) The Seller undertakes that all payment transactions are in compliance with the applicable Law (including anti-laundering regulations).
(d) If expressly accepted in written form by Starzmall, a logistics service provider/carrier of Goods may also collect payments from the Customer (including cash on delivery payments). 

14. Default Fees

14.1 If the Seller cancels or rejects the fulfilment of an Order, or does not comply with these Terms, Which leads to the cancellation of the Order (either by the Seller or by Starzmall), Starzmall reserves the right to charge to the Seller the Activity Fee applicable to that Order and/or any other fee, as may imposed by Starzmall, according to Starzmall’s policy. Annex 2 attached to the Seller Agreement sets out a list of Default Fees, which may be amended by Starzmall from time to time.
14.2 Starzmall will invoice to the Seller the Default Fees, if any. The invoices shall be sent to the Seller and shall include the following data: number and date of the Order, object, detailed Activity Fees and/or amount of Default Fees.
14.3 Unless otherwise agreed in writing, the payment in respect of Default Fees shall be effected by setting off against funds received by Starzmall from Customers in respect of the Transactions. 

15. Organization and independence of the Seller 

15.1 Starzmall is not a party to Transactions between Customers and the Seller, and the Seller hereby releases Starzmall (and its affiliates, agents and employees) from Claims (as defined in Article 15.3 below), demands and damages (actual and consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such transactions. 

15.2 The Seller and Starzmall are independent contractors, and nothing in the Seller Agreement will create any partnership, joint venture, agency, franchise or sales representative relationship between the Parties. The Parties mutually acknowledge that the Seller Agreement shall not cause the establishment of any direct relationship of employment between Starzmall and persons who provide support to the Seller. The Seller will have no authority to make or accept any offers or representations on behalf of Starzmall. 

15.3 The Seller releases Starzmall and agrees to indemnify, defend and hold harmless Starzmall (and officers, directors, employees and agents) against any claim, loss, damage, settlement, cost, expense, civil fine, penalty or other liability (including, without limitation, attorney’s fees) (each, a “Claim”) arising from or related to: 

a. The actual or alleged breach or failure to comply by the Seller and/or its employees, agents or contractors of any obligations in the
Seller Agreement or the Customer Agreement;

b. Any sales channels of the Goods owned or operated by the Seller (including the offer, sale, fulfilment, refund, return or adjustments
thereof), the Content Material of the Seller, any actual or alleged infringement of any Intellectual Property Rights by any of the
foregoing, and any personal injury, death or property damage related thereto;

c. The taxes of the Seller; or

d. One or more third party taking legal action against Starzmall arising out of or connected with the Seller Agreement.

15.4 Notwithstanding any other provision in this Agreement to the contrary, nothing contained herein shall oblige Starzmall or Seller to engage in any action or omission to act which would be prohibited by or penalized under applicable Law.
15.5 If at any time Starzmall reasonably determines that any indemnified Claim might adversely affect Starzmall, Starzmall may take control of the defense at the expense of the Seller. The Seller may not consent to the entry of any judgment or enter into any settlement of a Claim without the prior consent by Starzmall in writing, which consent may not be unreasonably withheld.
15.6 These Terms will not create an exclusive relationship between Starzmall and the Seller. Nothing expressed or implied in these Terms is intended or shall be construed as giving any person other than the Parties hereto any legal right, remedy, or Claim under or in respect of these Terms. These Terms and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of Starzmall and the Seller.
15.7 As between the Seller and Starzmall, the Seller will be solely responsible for all obligations associated with the use of any third party service or feature that the Seller permits Starzmall to use on its behalf, including compliance with any applicable terms of use.
15.8 The aggregate liability (inclusive of interest and legal and other costs) of Starzmall to the Seller in each 1 (one) year in respect of all claims, actions or demands arising under or in connection with this Seller Agreement (whether by reason of any negligence by Starzmall or any of its employees or agents, any non-fraudulent misrepresentation, any breach of contract or an express or implied warranty, condition or other term of this Seller Agreement, breach of statutory duty, or any duty at common law or under the terms of any indemnity given by Starzmall or otherwise) will not in any event exceed the sums paid by Starzmall to the Seller under this Seller Agreement in the relevant 3 (three) month period. In no event will Starzmall be liable for indirect, incidental, special or consequential damages, including loss of use, loss of profits or interruption of business, howsoever caused or on any theory of liability.
15.9 Seller will insure or self-insure its obligations under the Seller Agreement and the Customer Agreements and upon request by Starzmall will immediately forward a copy of the said insurance policy to Starzmall.
15.10 Starzmall will, at the Seller's costs and expenses, reasonably cooperate with Seller with respect to any such claim, demand, or action in all respects, including, but not limited to by notifying Seller within 14 (fourteen) days of receiving any lawsuit or notice of potential claim; by removing product information and/or photographs from Starzmall’s websites at Seller’s request; and by providing Seller with access to materials and witnesses Starzmall deems relevant. Both Parties will neither make nor accept any settlement offer without the other party’s consent, which consent will not be unreasonably withheld. 

16. Termination and Withdrawal 

16.1 Starzmall has the right to unilaterally and immediately terminate the Seller Agreement and these Terms upon the occurrence of any of the following events: 

a. the Seller being in breach of any obligation or warranty under the Seller Agreement and failing to remedy the same within 7 (seven)
days from receipt of a written notice from Starzmall of such breach;

b. the Seller passing a resolution for its winding up or a court of competent jurisdiction making an order for the Seller’s winding up or
dissolution;

c. the making of an administration order in relation to the Seller or the appointment of a receiver over or an encumbrance taking
possession of or selling any of the Seller’s assets;

d. the Seller making an arrangement or composition with its creditors generally or applying to a Court of competent jurisdiction for
protection from its creditors;

e. the Seller ceasing or threatening to cease to carry on business; or

f. Notwithstanding the foregoing, Starzmall will have the right to unilaterally terminate the Seller Agreement and these Terms without cause, at Starzmall’s sole discretion, within 14 (fourteen) days from the date on which Starzmall gives written notice of such termination.

16.2 The Seller has the right to unilaterally terminate the Seller Agreement within 14 (fourteen) days after the occurrence of any of the following events: 

a. Starzmall delaying payment for more than 30 (thirty) days without valid reason according to these Terms;

b. Starzmall delaying returns for more than 60 (sixty) days without valid reason according to these Terms;

c. the making of an administration order in relation to Starzmall or the appointment of a receiver over Starzmall’s assets;

d. Starzmall making an arrangement or composition with its creditors generally or applying to a Court of competent jurisdiction for
protection from its creditors;

e. Starzmall ceasing or threatening to cease to carry on business; or

f. Notwithstanding the foregoing, the Seller will have the right to unilaterally terminate the Seller Agreement and these Terms without cause, at Seller’s sole discretion, within 14 (fourteen) days from the date on which the Seller gives written notice of such termination.

16.3 Before termination of the Seller Agreement, the Seller shall inform Starzmall of all concluded agreements entered into with Customers, which have to be performed. For the avoidance of doubt, the Seller shall remain responsible for the fulfilment of the pending Orders according to the specific fulfilment model agreed with Starzmall. If the Seller fails to do so, Starzmall may cancel the Orders and may impose the Activity Fee applicable to those Orders plus a Penalty on the Seller in accordance with Article 14.1, which will be deducted from any Payments to be paid by Starzmall to the Seller.
16.4 If the Goods are listed for sale on the Indonesian market, the Parties agree to waive Article 1266 of the Indonesian Civil Code to the extent that a court order is required to terminate the Seller Agreement and these Terms. 

17. Industrial and intellectual property rights 

17.1 The Seller represents and warrants to Starzmall that it is the owner or has lawful rights with respect to patents, copyrights, trade secrets, trademarks, trade names, or other intellectual property rights relating to the Goods and the Content Material and it is not aware of any claims made by any third party with regard to any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the Content Material, advertising, publishing, promotion, manufacture, sale, distribution or use of the Goods and by this representation to not infringe on the above mentioned rights directly or indirectly. 

17.2 The Seller agrees to release, defend, protect, indemnify and hold Starzmall and its affiliates harmless from and against any and all costs (including attorney fees and court costs on an indemnity basis), expenses, fines, penalties, losses, damages, and liabilities arising out of any alleged or actual patent, copyright, trade secret, trademark, trade name, or other intellectual property right infringement or other claim, demand or action resulting from the Content Material, advertising, publishing, promotion, manufacture, sale, distribution or use of the Goods. 

17.3 The Seller shall not be entitled to use any intellectual property belonging to Starzmall without Starzmall’s prior approval in writing with respect to patents, copyrights, trade secrets, trademarks, trade names, technology and IT developments or other intellectual property rights relating to the Goods and the Content Material. 

18. Confidentiality
18.1 For purposes of these Terms, “Confidential Information” means any data or information that is proprietary to Starzmall, its affiliates, subsidiaries or affiliated companies, and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to: 

a. any marketing strategies, plans, financial information, or projections, operations, sales estimates and business plans relating to the
past, present or future business activities of such Party;

b. any past or present performance results, including orders and volumes;

c. any plans and strategies for expansion;

d. any products or activities, and customer or supplier lists;

e. any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method;

f. any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source
code, object code, flow charts, databases, inventions, information and trade secrets; and

g. any other information that should reasonably be recognized as confidential information of the disclosing party. Confidential
Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated
Confidential Information.

18.2 The Seller shall not disclose Confidential Information, except with the prior written consent of Starzmall. The Seller may only use the Confidential Information for the purpose of performing the Seller Agreement, and not for any other purposes. Notwithstanding the foregoing, the Seller may disclose Confidential Information with prior written notice to Starzmall for any of the following reasons: 

a. to comply with the mandatory provisions of applicable Law or the rules of any recognised jurisdiction;
b. the information is properly disclosed to the professional advisers, auditors or bankers of the Seller, provided that the recipient first agrees not to disclose the information;
c. the information is in the public domain, other than through a breach of this clause;
d. for the purposes of any arbitration or legal proceedings arising from the Seller Agreement; and
e. to any governmental authority at their request. 

18.3 The rights and obligations of the Seller under this Article 18 shall survive termination of the Seller Agreement. 

18.4 Return of Confidential Information:
a. The Seller shall return and deliver to Starzmall all tangible material embodying the Confidential Information provided hereunder and all minutes, notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving therefrom and all other documents or materials (hereinafter “
Notes”) (and all copies of any of the foregoing, including copies that have been converted to computerized media in the form of image, data or word processing files either manually or by image capture, (hereinafter “Copies”)) based on or including any Confidential Information, in whatever form of storage or retrieval, upon the earlier of: 

i. The expiration or termination of the Seller Agreement), whichever is earlier; and

ii. at such time as Starzmall may so request.

The return of such documents must be performed within 24 (twenty four) hours after the occurrence of the events referred to above. 

b. However, the Seller may retain such of Starzmall’s documents as is necessary to enable it to comply with its document retention policies. Alternatively, the Seller, with the written consent of Starzmall may (or in the case of Notes, at the Seller’s option) immediately destroy any of the foregoing embodying Confidential Information (or the non-recoverable data erasure of computerized data) and, upon request, certify in writing such destruction by officer of the Seller supervising the destruction. 

18.5 No specific warranties are made in relation to the Confidential Information by either Party under these Terms. The Seller understands that no representation or warranty as to the accuracy or completeness of the Confidential Information is being made by Starzmall. 

19. Force Majeure 

19.1 Starzmall shall not be liable to Seller or be deemed to be in breach of the Seller Agreement by reason of any delay in performing or any failure to perform any of Starzmall’s obligations if the delay or failure was due to any event or cause beyond Starzmall’s reasonable control (each an event of “Force Majeure”). Without prejudice to the generality of the foregoing, the following shall be regarded as events of Force Majeure: 

a. Act of God, explosion, flood, tempest, fire or accident;

b. War or threat of war, sabotage, insurrection, civil disturbance or requisition, act of terrorism or civil unrest;

c. Acts, restrictions, regulations, bylaws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local
authority:

d. Import or export regulations or embargoes;

e. Interruption of traffic, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Starzmall or of a
third party);

f. Health epidemics declared by the World Health Organization;

g. Interruption of production or operation, difficulties in obtaining raw materials labour, fuel parts or machinery; and

h. Power failure or breakdown in machinery.

19.2 Upon the occurrence of any of the events set out in Article 19.1, Starzmall may, at its option, fully or partially suspend delivery/performance of its obligations hereunder while such event or circumstance continues. If any of the events set out in Article 19.1. shall continue for a period exceeding one month, Starzmall may forthwith terminate the Seller Agreement upon giving notice in writing to the Seller. 

20. Miscellaneous 

20.1 Compliance with Law: In its performance under this Agreement or any Customer Contract, Seller shall strictly comply with all applicable Laws, treaties, ordinances, codes and regulations, and specifically with any personal data protection, import and export, and health, safety and environmental, laws, ordinances, codes and regulations of any jurisdiction (whether international, country, region, state, province, city, or local) where this Agreement may be performed. Upon Starzmall’s written request, Seller shall provide any written certification of compliance required by any federal, state, or local law, ordinance, code, or regulation. For avoidance of doubt, Seller shall only use and/or disclose personal data received from Starzmall solely for the purpose of performing its obligations under this Agreement or any Customer Contract and in accordance with the requirements under the applicable personal data protection laws and regulations and in a manner that ensures Starzmall remains in compliance with the requirement under the applicable personal data protection laws and regulations. 

20.2 At all times during the term of the Seller Agreement, Seller must comply with all of the standards and manuals prescribed by Starzmall. Starzmall may at any time change any of the standards or manuals or introduce new standards or manuals by giving notice to the Seller via Sellers’ Centre or in accordance with these Terms. Seller acknowledges and agrees that such changed or introduced standards or manuals will bind Seller upon receipt of Starzmall's notice, and Seller will implement such changes or introductions required to ensure that it complies with the standards and manuals. The standards and manuals are incorporated by reference into this Agreement. 

20.3 The actual or future invalidity or ineffectiveness of one or more provisions in these Terms shall not affect the validity or effectiveness of the whole document.
20.4 The failure of a Party to exercise its rights in case of breach of contract by the other Party shall not be considered as a waiver of its rights under these Terms or under the applicable Law. 

20.5 The Seller shall not be liable for the delayed or total or partial non-fulfilment of its obligations under the Seller Agreement if such delay or non-fulfilment is due to an event of Force Majeure. In case the event of Force Majeure prevents the Seller from performing its obligations for more than 5 (five) consecutive days, Starzmall shall be entitled to terminate the Seller Agreement. 

20.6  The singular of terms used in these Terms includes the plural and vice versa, unless the context otherwise requires. 

20.7  Any reference to national, provincial, local or foreign rules or provisions are meant to also include all provisions and regulations issued pursuant to such provisions, unless the context otherwise requires.

20.8 These Terms may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties. 

20.9 The terms and conditions of Articles 15.4, 15.5, 15.6, 16.3, 17 and 18 shall survive the termination for any reason whatsoever of the Seller Agreement. 

21. Applicable Law and competent court 

21.1 These Terms are governed by the Law of Hong Kong.
21.2 Any dispute, controversy, difference or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. 

22. Anti-Bribery and Corruption
22.1 The Seller represents that it is familiar with the all applicable anti-bribery and corruption laws (“Anti Bribery and Corruption Regulation”) in any business dealings and activities undertaken in connection with this Agreement, and will not undertake any actions that may violate the Anti Bribery and Corruption Regulation. Accordingly, Seller hereby agrees that:
a. Seller will not employ/retain a person who is a governmental official or employee, including employees of government-owned or government-controlled corporations, agencies or bodies, unless services retained are bona fide consulting work and – where required – retained official has obtained necessary approvals by competent authorities/employer to be retained for said consulting services. 

b. Seller will not, directly or indirectly, make any payment, offer or promise to make any payment or transfer of anything of value to a governmental official or employee, or to any political party or any candidate for political office, with the purpose of influencing decisions favourable to Starzmall’s business in contravention of the Anti Bribery and Corruption Regulation.

c. Seller will promptly advise Starzmall in writing in the event that any person employed by or associated with Seller becomes such government official, political party official or candidate, unless services retained are bona fide consulting work and – where required – retained official has obtained necessary approvals by competent authorities/employer to be retained for said consulting services.

d. Seller shall maintain true and accurate records necessary to demonstrate compliance with this Agreement and shall provide to Starzmall a written certification of such compliance upon simple request.

e. Starzmall shall have the right to audit such books and records of Seller for the purposes of assessing compliance with the provisions in this Agreement subject to reasonableness as to place, date and time of said audit, all to the extent such books and records relate to Seller’s performance under this Agreement.

f. If the Seller fails to comply with any of the provisions of this Agreement (irrespective of the size, nature or materiality of such violation), such failure shall be deemed to be a material breach of this Agreement and, upon such failure, Starzmall shall have the right to terminate this Agreement with immediate effect upon written notice to Seller, without penalty or liability of any nature whatsoever.

22.2 The Seller shall comply, and shall ensure that each of its principals, owners, shareholders, officers, directors, employees and agents complies, with all applicable anti-bribery and corruption laws in any business dealings and activities undertaken in connection with this Agreement.