Seller Policy Pages
1. Definitions and Interpretation
1. Definition and explanation
1.1 The following terms used in this Agreement (including these General Terms and Conditions) or in any document referred to in this Agreement shall have the following meanings, unless otherwise expressly defined in this Agreement or therein: "Agreement" means zaloraFood Merchant Registration These General Terms and the forms attached to the Conditions, including any schedules, addendums or other appendices attached to any of the foregoing, including all modifications, additions and changes thereto; "Applicable Law" means any law imposed by Parliament, the Government or any competent court in Poland or Any applicable laws, regulations, statutes, orders, judgments or guidelines adopted or issued by the authorities now or in the future; "Business Day" means any day other than a Saturday, Sunday or public holiday in Poland; "Contributions" have the meaning of this General The meaning given in Article 6 of the Terms and Conditions; "Customer Account" refers to the customer's registered account on the zalora platform; "Driver" refers to the party that delivers the products ordered by the customer through the zaloraFood platform; "Effective Date" refers to zalora's approved merchant submission The date of the zaloraFood Merchant Registration Form; "Merchant" means the restaurant or business premises owned, managed and registered by the Merchant to enable the zaloraFood service, which may be modified and added from time to time in accordance with the agreement between the parties; "Merchant Information" means the Merchant details specified in the Agreement ; "Merchant SOP" refers to the standard operating procedures for merchants to use zaloraFood services, which zalora may modify from time to time at its sole discretion, with or without notice; "Merchant Wallet" refers to the fund account held by the merchant at zalora for holding transaction funds; " Net Sales” means the total price of the Products in a transaction, excluding any taxes (including but not limited to any sales and service taxes): (a) after deducting any discounts from merchants on the zaloraFood platform; (b) excluding zalora or its Merchant service fees, merchant surcharges and other fees (if any and applicable) recorded in the affiliated company's system; "Order" refers to the product order made by the customer on the zaloraFood platform; "Parties" refers to zalora and the merchant collectively , "Party" refers to any of the parties; "Products" refers to the food and/or beverages sold by the Merchant through the zaloraFood Platform; "Service Fee" has the meaning given in Article 7.1 of these General Terms and Conditions; "zalora Platform" refers to zalora An e-commerce platform operating a mobile application or website ( www.zalora.com.my ); “ zaloraFood Platform ” means the food ordering and delivery platform operated by zalora on the zalora Platform for the provision of zaloraFood Services; “ zaloraFood Services ” means Food ordering and delivery platform services whereby merchants are able to sell their products and customers can order products through the zaloraFood Platform, where delivery can be made by a driver or any other method determined by zalora; "Transaction" means a customer ordering and paying for products from a merchant through the zaloraFood Platform Any Transaction; and "Transaction Funds" means the total amount paid by the Customer for transactions conducted through the zaloraFood Services on the zaloraFood Platform. 1.2 In the Agreement (including these General Terms and Conditions): (a) a reference to a statutory provision shall include that provision and any legislation made under that provision, whether before or after that date, as modifies or re-enacts this Agreement from time to time terms, shall also include any past statutory provisions or regulations (as modified or re-enacted from time to time) that such terms or regulations directly or indirectly supersede; (b) a reference to "writing" or "in writing" includes any visible means of reproduction; (c) ) references to "including" shall be construed as "including without limitation"; (d) references to "terms" or "schedules" are to the following terms or schedules: these general terms and conditions (unless the context otherwise requires); (e) Unless the context otherwise requires, words denoting the singular shall include the plural and vice versa and words denoting a particular gender shall include the other gender (masculine, feminine or neuter). 1.3 The headings in the Agreement (including these General Terms and Conditions) are inserted for convenience only and shall not affect the construction of the Agreement.
2. area
The agreement attached to these General Terms and Conditions contains the terms for the provision of zaloraFood Services (as may be amended from time to time).
3. Term
This Agreement shall continue in full force and effect for a period of 1 (one) year from the Effective Date and shall automatically renew for 1 (one) year unless either party gives at least thirty (one) years written notice to the other party. 30) Number of days before the expiration of any period.
4. zaloraFood Service Description
4.1 The merchant acknowledges and agrees that the zaloraFood service provided by zalora is limited to (a) recommending customers to the merchant; (b) acting as an intermediary between the customer and the merchant, accepting orders on behalf of the merchant and promising to process the customer's order within 24 hours; (c) As an intermediary between customers and merchants, we have the obligation to cooperate with merchants to safeguard the interests of customers. zalora may make changes to the zaloraFood Services or suspend the zaloraFood Services at its sole discretion without prior notice.
4.2 zalora shall display on the zaloraFood platform the range of products offered by the Merchant, provided that this range has been communicated to zalora and complies with the criteria determined separately by zalora and communicated to the Merchant.
4.3 Merchant shall provide zalora with all information required by zalora to display products on the zaloraFood platform, including menus, products, product availability of any merchant, merchant’s business hours and location, logos, images, prices and company identity as required by zalora ("Required Information"). For the avoidance of doubt, if the Merchant fails to provide zalora with the necessary information, zalora shall have the right to use any information available to zalora, including any images related to the Products on the zaloraFood Platform. Any changes to such information must be notified to zalora by Merchant at least seven (7) business days before the changes become effective.
4.4 Merchants should continue to verify the information published by zalora, and if there are errors or inaccuracies, they should notify zalora immediately (within 1 hour after the errors or inaccuracies are discovered). For the avoidance of doubt, the Merchant’s menu, products, logos, images, prices, corporate identity and other relevant information about the Merchant may be posted on the zaloraFood platform and other media (including but not limited to Twitter, Facebook and Google AdWords campaigns).
4.5 The merchant acknowledges and agrees that zalora does not provide transportation services, nor does it act as a transportation service provider, courier, postal service provider, delivery service provider, catering supplier or agent of any party. zalora makes no representations or warranties and does not guarantee the quality, safety and/or legality of any product. zalora does not guarantee the identity of any customer or ensure that the customer will complete a transaction.
4.6 The Merchant acknowledges and agrees that the actual contract for the sale of goods is entered into directly between the Merchant and the Customer, and that zalora is not a party to such contracts and does not assume any responsibility, obligation or liability in connection with any such contract and any related matters. Disputes arising from any product are limited to the merchant and the relevant customer.
4.7 Merchant must handle any refunds and/or claims arising from transactions, including but not limited to chargebacks. zalora may assist the merchant with refund and/or claim settlement procedures, and the merchant further agrees that zalora may, in its sole discretion, return transaction funds to the customer without the merchant's prior approval.
4.8 zalora reserves the right to suspend specific transactions and/or customer accounts and/or merchant wallets and/or zaloraFood services if zalora believes that any of the following circumstances have occurred:
(a) zalora deems it necessary or desirable to protect the security of Customer Accounts and/or Merchant Wallets and/or zaloraFood Services;
(b) zalora believes that the transaction (i) violates the terms of this Agreement or violates the security requirements of the Customer Account and/or Merchant Wallet and/or zaloraFood Services; (ii) is related to, including but not limited to, money laundering, terrorist financing, fraud or Suspicious, unauthorized or fraudulent transactions related to other illegal activities;
(c) If the transaction is for the sale of goods and/or services that are not part of the Merchant’s agreed upon business activities or are deemed to be in violation of applicable laws;
(d) If Merchant engages in activities prohibited by Merchant SOP or any other policy of zalora or any applicable law;
(e) Other circumstances relevant to zalora's compliance with any applicable laws.
4.9 zalora may, at its sole discretion, provide periodic education to Merchants regarding the development of the zaloraFood Services, including any changes or additions to the zaloraFood Services facilities.
4.10 zalora reserves the right to deduct from the transaction funds the service fees to which zalora is entitled and donations (if any) for providing zaloraFood services through the zaloraFood platform.
4.11 If zalora provides any equipment, including but not limited to electronic data collection (EDC), to the Merchant in connection with the provision of zaloraFood services ("Equipment"), the Merchant agrees that it shall be responsible for such equipment and shall be obliged to remove it after the termination of the zaloraFood Services. Returned to zalora intact. Further details regarding the use of the Device, technical and operational support and/or resolution of issues related to the Device may be provided by zalora in the Merchant SOP and/or published by zalora on the zalora Platform, which will apply to and be binding on the parties.
5. Obligations
5.1 Merchant shall register as a Merchant using the zaloraFood Merchant Registration Form or any other method determined by zalora. Merchant shall integrate zaloraFood Services with Merchant and operate in accordance with zalora's instructions and policies (as may be revised from time to time). 5.2 Merchant shall not allow any transaction for any product or item that is prohibited and restricted by applicable laws or zalora policies. 5.3 Merchant shall retain records related to transactions for at least seven (7) years from the date of the transaction. 5.4 The Merchant shall conduct business and operate the Merchant in accordance with applicable laws and ensure that its business activities are not prohibited by applicable laws. 5. 5 Merchant shall at all times maintain all relevant licenses and permits to conduct Merchant business, including any food safety laws and regulations. If the Merchant becomes aware of any violation of its business or if the relevant authorities discover that its business violates any applicable law, the Merchant must notify zalora immediately (no more than 1 hour after receipt of notification). 5.6 Merchant represents and warrants to zalora that: (a) to the best of its knowledge, it has received no funds in connection with any illegal, fraudulent, deceptive or manipulative acts or practices, and Merchant has not made any payments to or from illegal sources. To the extent Merchant becomes aware of any such transactions, Merchant agrees to immediately notify zalora of suspending any such transactions and/or customer accounts and/or merchant wallets; (b) product-related information published on the zaloraFood Platform complies with all legal requirements, including all information related to customer protection and welfare and any laws and regulations related to the sale of food; (c) the information provided by the merchant to zalora is up to date and accurate and does not infringe the intellectual property rights of any third party; (d) provided , prepare and sell products to customers that are of merchantable quality and safe for consumption and are stored, produced and prepared in compliance with and will comply with all relevant retail, restaurant and food safety regulations and regulations imposed by zalora and any applicable laws; (e) have current all licenses required by law and regulation, and there are no ongoing criminal, bankruptcy or tax proceedings or other pending penalties related to Merchant’s business operations; (f) will not be issued without the prior written approval of zalora and/or its affiliates Request data and/or information in any way from customers or other parties on behalf of zalora and/or its affiliates. 5.7 If any product spoils, becomes defective, or causes food poisoning, allergies or other consequences affecting any customer, the Merchant will bear full responsibility and/or legal liability for such events and shall release and indemnify zalora from any such matters any claims, damages or losses in connection with. 5.8 Persons owned or controlled are currently the subject of any sanctions imposed or enforced by applicable governmental authorities in Poland (collectively, "Sanctions"), nor are located, organized or resident in a country or territory currently subject to Sanctions. Merchant may not use zaloraFood Services in any manner that would cause any party to violate sanctions. Merchant and its subsidiaries and affiliates do not knowingly enter into any transaction or transaction with any person or party, or in any country or region, that is or has been the subject of sanctions at the time of the transaction or transaction. 5.9 The Merchant agrees that it and its affiliates shall conduct business in compliance with applicable laws related to anti-corruption laws and shall not, directly or indirectly, take any action that may result in a violation of such laws, including but not limited to, directly or indirectly providing, providing or promising , anything of value to any governmental authority or government official that may result in a violation of any such law. The operations of Merchant and its Affiliates shall at all times comply with all material aspects of applicable laws regarding anti-money laundering and financial recordkeeping and reporting requirements. 5.10 Merchants shall not: (a) decode or perform any reverse engineering of the system of zalora or zaloraFood platform; (b) perform any behavior that may cause damage and/or interruption to the system of zalora or zaloraFood platform; (c) perform any Intended to copy, duplicate and/or steal zaloraFood Services,
CONDUCT OF INFORMATION AND/OR DATA OF zalora AND/OR CLIENTS. 5.11 The Merchant agrees to participate in zaloraFood’s promotional and marketing activities, including jointly funded events (“events organized by zalora (“Promotions”)”). If a Merchant wishes to withdraw from participation in the Promotion, the Merchant shall notify zalora's Customer Service of its intention and complete the opt-out form. Withdrawal requests shall be processed by zalora within fourteen (14) days of receipt of the completed withdrawal form. 5.12 Merchant shall be responsible for maintaining the confidentiality of any and all identification, passwords, personal identification numbers (PINs) or any other codes used to access Merchant’s Wallet. Merchant is solely responsible for all activity that occurs under its Merchant Wallet, even if such activity or use is not performed by Merchant. zalora is not responsible for any loss or damage resulting from the unauthorized use of Merchant Credentials or Merchant's failure to comply with these Terms.
6. zaloraFood joint funding activities
If Merchant participates in the Campaign, Merchant's contribution to the Campaign ("Contribution") shall be based on each Net Sales recorded in the zalora system. zalora shall notify the Merchant of its share of the contribution in the relevant activities by email or any other method at zalora's sole discretion.
7. Fees and taxes
7.1 As consideration for the zaloraFood Services provided by zalora, the Merchant shall pay to zalora a service fee (the "Service Fee") as set out in the zaloraFood Merchant Registration Form. Service fees shall be charged on each net sale based on successful transactions recorded in the zalora system. Service Fees do not include any service and sales tax (SST), and Merchant is responsible for any taxes charged by zalora on Service Fees. 7.2 The settlement terms of transaction funds after deducting service fees, contributions (if any) and/or other charges (if any) will be further specified in the Merchant SOP and will be changed at the sole discretion of zalora. 7.3 Unless otherwise provided by applicable law, based on For certain reasons, unless otherwise provided by applicable law, Merchant hereby authorizes zalora and/or its affiliates to initiate a debit or credit entry to Merchant Wallet at any time upon written notice to Merchant, including the following: (a) Correction Any errors in the processing of any transactions and/or instructions provided by Merchant to zalora, including but not limited to double payments; (b) zalora determines that Merchant has engaged in any fraudulent or suspicious activities and/or transactions; (c) In connection with any rewards or rebates Relating to; (d) Relating to any uncollected fees or contributions (if any); (e) Relating to the resolution of any transaction disputes, including any compensation due to or from the Merchant; (f) Relating to any transaction determined by zalora in the future any other reason. 7.4 zalora may, in its sole discretion, amend the service fees, contributions or any other applicable charges or include any additional charges at any time by notifying the Merchant in writing. 7. Taxes") and undertakes to promptly pay all such taxes. If Merchant fails to pay taxes and zalora is required to pay such taxes and, if applicable, any associated penalties, zalora shall be entitled to recover such amounts paid by zalora payment.
8. Intellectual property rights
8.1 zalora and/or its licensors retain and shall retain all right, title and interest in and to all copyrights, trademarks and other intellectual property rights therein and related thereto, except as expressly granted to Merchant in the Agreement. 8.2 Merchant grants zalora a worldwide, non-exclusive, royalty-free, non-transferable license only during the term of this Agreement to reproduce, use and display as licensed to Merchant by or for the performance of this Agreement. Merchant hereby warrants and represents that it owns or has the right to use and sublicense any intellectual property rights it uses or licenses to zalora. 8. 3 Merchant represents and warrants that it owns or is the legal licensee of all intellectual property rights used hereunder, that there is no infringement or violation of any third party’s proprietary rights or intellectual property rights, and that no other party will claim to own Same ownership of such intellectual property rights. 8.4 All reports, specifications and other similar documents prepared or prepared in the course of this Agreement, including documents, materials relating to the zaloraFood Services and any derivatives of any intellectual property rights granted by either party shall be the absolute property of such Agreement. Join the party throughout the preparation process and at any time afterwards. For the avoidance of doubt, all intellectual property rights subsisting in the Reports, specifications set out in these Terms and other similar documents shall at all times remain the property of the relevant party. 8.5 Each party warrants to the other party that it will not use any of the other party's trademarks for any marketing activities, including but not limited to promotional activities, without the other party's prior written consent. Notwithstanding the foregoing, zalora shall have the right to use Merchant’s trademarks to promote the zaloraFood Services and related promotions on all platforms in all media worldwide.
9. No warranty
9.1 The zaloraFOOD Service is provided "as is" without any representations or warranties, express, implied or statutory. zalora and any of its subsidiaries and affiliates, officers, directors, agents, joint venturers, employees and suppliers expressly disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. zalora does not have any control over the products paid for through the zaloraFOOD service. zalora does not guarantee continuous, uninterrupted or secure access to any part of the Food Services, and operations of the zalora Site may be temporarily suspended for maintenance or upgrades, or disrupted by many factors outside zalora's control. zalora will use reasonable efforts to ensure prompt processing of the zaloraFOOD Services, but zalora makes no representations and warranties regarding the amount of time required to complete processing. 9.2 zalora is not responsible for any of the following: (a) any suspension or refusal to accept payments that zalora reasonably believes to be fraudulent or without proper authorization; (b) payment instructions received containing incorrect or malformed information; ( c) Hardware, software, mobile device and/or Internet connection not functioning properly due to (including but not limited to) viruses, outages or other forms of system disruption (such as unauthorized access by third parties); (d) Section 4.8 any circumstances specified. (a) any suspension or refusal to accept payments that zalora reasonably believes to be fraudulent or without proper authorization; (b) payment instructions received containing incorrect or malformed information; (c) hardware, software, mobile devices and /or the Internet connection fails to function properly due to (including but not limited to) viruses, interruptions or other forms of system disruption (such as unauthorized access by third parties); (d) any circumstances set out in clause 4.8. (a) any suspension or refusal to accept payments that zalora reasonably believes to be fraudulent or without proper authorization; (b) payment instructions received containing incorrect or malformed information; (c) hardware, software, mobile devices and /or the Internet connection fails to function properly due to (including but not limited to) viruses, interruptions or other forms of system disruption (such as unauthorized access by third parties); (d) any circumstances set out in clause 4.8. outage or other form of system disruption, such as unauthorized access by a third party; (d) any of the circumstances set out in Section 4.8. outage or other form of system disruption, such as unauthorized access by a third party; (d) any of the circumstances set out in Section 4.8.
10. Confidentiality and Personal Data
10.1 Each Party shall keep in confidence and shall not disclose to any person or disclose, directly or indirectly, for its own benefit or the benefit of any other person (other than for the proper performance of its obligations hereunder) any information disclosed by or on behalf of the Disclosing Party, Confidential information provided or otherwise made available to the receiving party. "Confidential Information Confidential and proprietary products or information, intellectual property rights, business plans, operations or systems, financial and trading conditions, details of customers, suppliers, debtors or creditors, relating to the disclosing party or any of its officers, directors or employees Information about affiliates, marketing information, printed matter, rates and rate schedules, contracts, regardless of form, format or medium, whether machine-readable or human-readable, including written, oral or tangible form, and also through meetings , documents, correspondence conveyed or obtained information or inspection of tangible items. These Terms shall not apply to any Confidential Information disclosed, provided or otherwise made available by the Disclosing Party, which is in the public domain and shall cease to apply to any Confidential Information subsequently made publicly available Information, except as a result of any breach by the Receiving Party. 10.2 The Receiving Party may disclose Confidential Information to (a) its directors and employees if their duties will require them to have access to such Confidential Information, but the Receiving Party shall instruct so directors and employees shall treat such Confidential Information as confidential and shall not use such Confidential Information for any purpose other than the proper performance of their duties; (b) its external auditors, attorneys and professional advisers, the Recipient shall ensure that all Persons who disclose such information are contractually bound by the provisions of these Terms and have appropriate confidentiality provisions included in their employment and other applicable contracts. 10.3 The parties to this Agreement shall comply with all applicable laws and regulations available on the zalora Platform in connection with this Agreement Our respective obligations as data users and data processors as required by any privacy policy related to personal data. For the purposes of this Agreement, "3. The parties to this Agreement shall comply with all applicable laws and regulations available on the zalora Platform in connection with this Agreement." The respective obligations as data users and data processors required by any privacy policy relating to personal data. For the purposes of this Agreement, “3 The parties to this Agreement shall comply with their respective obligations as data users and data processors required by all applicable laws and the privacy policy available on the zalora Platform in relation to any personal data in connection with this Agreement. For the purposes of this Agreement For the purposes of this Agreement, “Personal Data” means personal data with the meaning given thereto, which is under the control of the Data User and to which a Data Processor is required or required to provide services for the performance of this Agreement; “Data Processor”, in relation to Personal Data, means any person (other than an employee of the data user) who processes personal data solely on behalf of the data user and who does not process the personal data for any personal purpose; and "data user" means any person who, alone or jointly or with other persons, controls or authorizes the processing of any personal data A person who processes any personal data but does not include a data processor. 10.4 The confidentiality obligations under this clause 10 shall survive the termination of the Agreement and/or until the confidential information enters the public domain.
11. Force majeure
11.1 The parties waive all obligations and liability for delays in work caused by force majeure. “Force Majeure” means any unforeseen, unavoidable events and/or extraordinary circumstances beyond the reasonable control of the parties, including but not limited to epidemics or pandemics (epidemics/pandemics such as the coronavirus disease 2019 (Covid-19)). (except epidemics), natural disasters, wars, rebellions, invasions, sabotages, mass riots, and the existence of government regulations in monetary matters that directly affect the performance of the Agreement. 11.2 If either party is delayed or unable to perform its obligations under this Agreement due to a force majeure event, it shall notify the other party in writing as soon as possible after the force majeure event occurs.
12. Termination
12.1 Each party may terminate this Agreement immediately if: (a) the other party files for bankruptcy, becomes insolvent or makes any arrangement or settlement or transfer for the benefit of its creditors, or appoints a receiver or administrator over that party or its business , or the party undergoes voluntary (other than reorganization or merger) or compulsory liquidation; (b) in the case of a material breach of this Agreement by the other party, or if the non-breaching party believes that the breach can be remedied and provides an opportunity to remedy, but the breach has not To cure within 30 (thirty) days from the date of notification of such breach by the non-defaulting Party; (c) zalora suspects that there has been any illegal act, illegal and/or fraudulent act committed by Merchant and/or Merchant’s employees or agents; ( d) the other party's breach or failure to comply with any applicable law that may adversely affect the non-breaching party in any material respect, including any food safety or other regulations relating to restaurants and/or meals; (e) for any reason or for no reason The other party shall be notified in writing 30 (thirty) days in advance of the reasons. 12.2 Termination of zaloraFood Services shall not relieve or limit the obligations, liabilities and liabilities of Merchant or zalora arising prior to termination. including any food safety or other regulations relating to restaurants and/or meals; (e) giving the other party 30 (thirty) days advance written notice for any reason or no reason. 12.2 Termination of zaloraFood Services shall not relieve or limit the obligations, liabilities and liabilities of Merchant or zalora arising prior to termination. including any food safety or other regulations relating to restaurants and/or meals; (e) giving the other party 30 (thirty) days advance written notice for any reason or no reason. 12.2 Termination of zaloraFood Services shall not relieve or limit the obligations, liabilities and liabilities of Merchant or zalora arising prior to termination.
13.Homework
13.1 The Merchant shall not transfer any of its rights under this Agreement to anyone without the prior written consent of zalora. 13.2 Merchant shall not allow others (other than customers) to use zalora food services without the prior written consent of zalora. 13.3 The provisions of this Agreement shall be binding upon the parties and their respective successors and permitted assigns. 14. Relationship of the parties; driver as independent contractor 14.1 Nothing in this Agreement shall be construed as creating a partnership, joint venture or agency relationship between the Merchant and zalora. Neither party has the authority to enter into any agreement of any kind on behalf of the other party. 14. 2 The third party agreement in which the driver agrees to provide food delivery services to the customer is an independent agreement between the customer and the driver, who is not an employee or agent of zalora. zalora is just an intermediary between customers and drivers. 14.3 zalora does not provide any transportation services and assumes no liability to any party for any act, omission, failure, lateness or refusal of the driver to provide transportation services. 14.4 zalora does not and shall not guarantee the safety, reliability, compatibility or competence of the Driver during the performance of its obligations to deliver Products from the Merchant to the Customer. Accordingly, Merchant hereby indemnifies and releases zalora from any and all liability, claims, causes,
15. Compensation
Merchant shall provide zalora, its affiliates and their respective officers, directors, employees,agents and third party contractors ("Indemnified Parties"), harmless from any losses, liabilities, costs and
