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SELLER TERMS AND CONDITIONS
Thank you for visiting the herbiware.com (“Herbiware”) Web site. This page sets out the Terms and Conditions of Seller that apply to all Sellers of all products (“Terms and Conditions”) which will govern your use of this site and services provided by Herbiware (collectively, the “Site” or the “Service”) operated and administrated by Herbiware or any of its affiliates, divisions, or subsidiaries that provides content or processes information received through the applicable Site, each as appropriate and applicable.
A. Herbiware has its skilled expertise and knowledge in the field of providing E-commerce platform services to enable retailing of various products and services to consumers in Egypt across several categories under its owned URL named herbiware.com
B. Herbiware, has represented to Seller about its skills and expertise in the field of E–commerce and on which Seller has agreed to engage the Services of E–Commerce on the below mentioned terms and conditions of the Agreement.
C. Seller hereby appoints Herbiware for the purposes of providing an E- Commerce Platform to the Seller and Herbiware hereby accepts such appointment for providing such services during the Term (as defined hereinafter) of this Agreement.
NOW THEREFORE in consideration of the foregoing and the mutual covenants and promises contained herein and other good and valuable consideration the receipt and adequacy of which is hereby acknowledged, the Parties intending to be bound legally, agree as follows:
1.1. “Seller” Person or any entity who desires to establish an online store for selling products or services using the space provided by Herbiware, by accepting this agreement’s terms and condition.
1.2. “Seller Materials” means all Trademarks, Content, information, data, materials, and other items (excluding Technology) provided or made available by Seller or its Affiliates to Herbiware or its Affiliates.
1.3. “Seller Order” means an order for a Seller Product initiated through the website or via customers calling the Telephone Number pursuant to this agreement.
1.4. "Catalogue Data" Shall mean any and all the catalogue date or information including but not limited to price, image etc. in the format mutually agreed by the parties in relation to the product provided by Seller to Herbiware.
1.5. “Catalogue management” Catalogue management shall mean managing the content on the website which is primarily done using tools like the Content Tool (a module that has been developed to upload / manage product information on the website). The catalogue is uploaded using this tool and any subsequent product or content uploads or modifications are managed using this tool as well.
1.6. “Customer” shall mean any individual, group of individuals, firm, company or any other entity placing an order for the Products on Herbiware.
1.7. “E-Commerce Engine” E-Commerce engine shall mean and include the Back End comprising of a set of seamlessly integrated applications that manage the operations and the various business work flows including, Catalogue Management; Product and Price Updates, Vendor and Delivery Partner Management, Order Processing and Vendor fulfilment.
1.8. “Encryption” Encryption means the 3-D secure protocol provided by Visa/ MasterCard to enhance the security of internet payments which shall be implemented, and it does not collect or store customers credit card details. The 3D secure implementation redirects the customer to the website of the card issuing bank where in the card details are entered and the transactions authorized. The authentication is based on a domain model – Acquirer Domain (the Commerce), the issuer Domain (the bank issuer often credit card) and finally the Interoperability Domain (Worldwide Credit Card and support).
1.9. "Intellectual Property Right" means any and all trademark patent rights, industrial design rights, copyrights, mask work rights, confidential information rights, trade secret or know-how rights, all rights of whatsoever nature in computer software and data, and any other intangible rights or privileges of a nature similar to any of the foregoing, in every case in any part of the world and whether or not registered. IP Rights shall also include all rights in any applications and granted registrations for any of the foregoing rights.
1.10. “Online Promotions” Online promotions shall mean promotions relating to show-casing the products on the home page and store page of the website.
1.11. “Payment Gateway Engine” Payment Gateway Engine shall mean integration of various gateways and payment options both Internal and External like Credit Cards, Debit Cards, Net banking, Pay by Cheque, Cash on delivery. The payment gateways are safe methods of payments which are 3D secured.
1.12. “Package Charges” shall mean the package charges incurred for packing the Products to the Customer.
1.13. “Price” shall mean the cost at which the Products are to be delivered, applicable taxes if any.
1.14. “Products” shall mean the products of Seller uploaded at herbiware.com and such other products that may be uploaded to the herbiware.com from time to time for distribution/sales under this Agreement.
1.15. “Service charge” shall mean the margin per transaction charged by Herbiware to the Seller at the rates agreed to between the parties, upon the sale of product on online store. (i.e. Margin per transaction charge for Seller Product sold through Herbiware or any of its Affiliate website.
1.16. “Software Platform” Platform means the technology solutions on the URL which have been built using the best technology platforms available in open source. The Solution is truly robust, scalable and capable of handling 1000s of simultaneous transactions and can seamlessly integrate with most vendor partners, Courier partners and payment gateways. The solution can be categorized into three parts- the front end (customer facing) and the back end (vendor facing) and the business – analytics.
1.17. “Shipping Charges” shall mean the logistics/courier/postal charges incurred for delivering the product(s) to the Customer.
1.18. Uniform Resource Locator (“URL”) In computing, a Uniform Resource Locator (URL) is a Uniform Resource Identifier (URI) that specifies where an identified resource is available and the mechanism for retrieving it. In popular usage and in many technical documents and verbal discussions it is often incorrectly used as synonym for URL. The best-known example of a URL is the "address" of a web page on the World Wide Web.
1.19. "Website" shall mean herbiware.com or any of its Affiliate website which are Powered by Herbiware from time to time for display and sale of the Product.
2. SCOPE OF SERVICE.
Herbiware is engaged in the business of online shopping portal for sale and distribution of various products under various categories to the public at large through its website herbiware.com (“Website”), Herbiware will provide a panel to Seller through which Seller will upload, create their catalogue for sale and distribute their products through herbiware.com monitor and update order information received in their panels.
3. ACCESS TO THE SERVICE
Subject to the terms and conditions of this Agreement, the Herbiware grants you a limited, nonexclusive, and non-transferable license to the extent necessary and required to access, explore, and otherwise use this Service.
3.2. Fees & Payment.
Herbiware reserves the right to charge fees and to require payment of such fees for any or all Services used by Users. You agree to pay all applicable fees in connection with Services selected or used by you. Herbiware reserves the right to change its prices and to institute new fees and other charges at any time and may, at its discretion, provide notice via email or by posting on the Service. Your use of the Services following this notification constitutes your acceptance of any new or increased charges and/or fees. Any fees paid hereunder are non-refundable.
3.3. Certain Restrictions.
The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Service, whether in whole or in part, or any content displayed on the Service; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Service; (c) you shall not access the Service in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Service shall be subject to this Agreement. All copyright and other proprietary notices on the Service (or on any content displayed on the Service) must be retained on all copies thereof. You agree to use the Services only for purposes that are permitted by (a) this Agreement; (b) any applicable law, regulation, generally accepted practices, or guidelines in the relevant jurisdictions (including any laws regarding the export of products or data to and from Thailand or other relevant countries); and (c) any other applicable rules (including, without limitation, Facebook, Twitter and other social media platform rules).
Herbiware reserves the right, at any time, to modify, suspend, or discontinue the Service (in whole or in part) with or without notice to you. You agree that Herbiware will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Service or any part thereof.
Excluding any User Content that you may provide, you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Service and its content are owned by Herbiware or Herbiware’s suppliers. Neither this Agreement, nor your access to the Service, shall be deemed to transfer to you or any third party any rights, title, or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in this Agreement. Herbiware and its suppliers reserve all rights not granted in this Agreement. No implied licenses are granted under this Agreement.
4. ROLES AND RESPONSIBILITY OF HERBIWARE.
4.1. Herbiware shall bring in their technology through website development, online promotions, ecommerce engine and payment gateway integration and customer service for successful operation of website.
4.2. Herbiware will be responsible for managing the customer service for only such Products that sold through the Herbiware.
4.3. Herbiware will be responsible for chargeback claims, if any product of Seller sold through Herbiware and its affiliates.
4.4. Herbiware shall also be responsible for processing all refunds for the Seller products sold through Herbiware.
4.5. The software platform; e-commerce engine and payment gateways will remain the sole property of Herbiware.
4.6. Herbiware shall have the sole right and discretion to decide about the selection and listing of Products on its website (i.e. herbiware.com).
4.7. Herbiware shall not be liable for any manufacturing defect in the product in any circumstances.
5. ROLES AND RESPONSIBILITY OF SELLER.
5.1. Seller agrees to be Seller of Herbiware for the sale and distributions of their product through Herbiware during the term of this Agreement.
5.2. Seller shall be solely responsible to create and publish and to make live their product catalogue for display and sale of their products through Herbiware and Seller will be responsible for updating / publishing or maintaining such information and will do so using the Herbiware Panel provided by Herbiware to Seller. Herbiware shall not be liable for any catalogue creation, updating and management of Seller Products catalogue.
5.3. Pricing of Product
Pricing of the Seller Product will be the sole responsibility of Seller in panel provided by Herbiware and web selling price of the Product (i.e. Product selling price on Herbiware) is sole discretion of Herbiware.
5.4. Pricing Updates
Seller shall be solely responsible for pricing update of their products (including discount and promotion information) on Seller panel provided by Herbiware. All the Pricing update shall be done through panel provided by Herbiware to Seller and Herbiware shall not be liable in any circumstances for any pricing update of Seller Product. Until a new price update by Seller to their catalogue, Seller will abide by the earlier price provided.
5.5. Inventory Updates
Seller shall be solely responsible for inventory updates of their products (including discounts and promotions and information about product discontinuation) from time to time for publishing on the Herbiware website. All the Pricing or inventory update shall be done through panel provided by Herbiware to Seller and until a new inventory update is published to Herbiware, Seller will abide by the earlier inventory update. Herbiware shall not be liable in any circumstances for any inventory update of Seller Product on Herbiware.
5.6. Fulfilment of Product
During the Term of this Agreement, Seller will be solely responsible for Fulfilment of their products to end customer for products sold in connection with Seller transaction through its website or Seller Products sold through Seller catalogue on herbiware.com, Seller will source, pick, pack and dispatch the products to the applicable addresses of end customer.
5.7. Reverse Logistics
a. Seller will be solely responsible for accepting and processing including pick, pack and returns of their Products and will communicate to customers all necessary information for the return of Products which are sold through herbiware.com
b. Herbiware at its sole discretion will refund the entire amount of the product/s to the customer, in case of failure of the Seller to arrange for reverse pick up within ____ days from the day customer place a return request.
c. In case customer to send the product package return and incurred the logistic charges, then the same will be refunded to end customer and Herbiware shall have right to recover such charges from the Seller.
d. In case customer ordered the product that matches with the Seller’s delivered product, it is result of customer’s incorrect judgement. In such event, reverse logistic or packaging charges shall be paid by the customer.
5.8. Return Policy
Further Seller hereby agree to accept the return of their products up to 8 days from the date of delivery of the product to end customer.
5.9. Non-Delivery of Product
If any product is not delivered by Seller to end-customer, then in such a case Herbiware will not be liable for the same. However, in case if Herbiware receive any complaint from end customer regarding non delivery of product, then in such a case Seller agreed to provide all the necessary details including proof of delivery, virtual proof of delivery to Herbiware for providing sufficient reason to prove authenticity of delivery of such product.
5.10. Ownership; Risk of Loss
Seller will bear the risk and will always be responsible for all loss of and/or damage of products which are sold through website. Further Seller will bear the risk and will always be responsible for all the loss of and/ or damage of Products which are sold through Herbiware.
Seller shall at all-time shall be responsible for ensuring the Products and shall take out adequate insurance policies to cover all types of risks involved. Further the Seller shall be responsible for making timely payment of the insurance premiums.
5.12. Fulfilment of Specific Taxes
For avoidance of doubt and notwithstanding anything to the contrary herein, Seller will indemnify, reimburse and hold Herbiware harmless from, for and against any sales, use, gross receipts, excise, franchise, business or other taxes or fees (including penalties, fines or interest thereon) imposed by any government or other taxing authority (collectively, “fulfilment Specific Taxes”) to the extent such taxes or fees are: (a) assessed on Herbiware as a result of inventory, packaging, gift wrap and other materials (i) owned by Seller and/or (ii) sold to customers as contemplated hereunder; and (b) the primary legal obligation of Seller.
Seller will raise an invoice directly to the end Customer for all the orders successfully fulfilled by the Seller to end customers.
5.14. Seller shall provide a Self-Attested copy of VAT Certificate, license, & Seller Bank account details and copy of money transferred form.
5.15. By entering into this Agreement and posting a listing for fixed price sale, Seller agree to complete the transaction as described by this Agreement. Seller acknowledge that by not fulfilling these obligations, Seller action or inaction may be legally actionable.
5.16. Seller is obligated to sell the product at the listed price to end customer who meet the Seller's terms. By listing an item in a fixed price sale, Seller represent and warrant to prospective Buyers that Seller have the right and ability to sell, and that the listing is accurate, current, and complete and is not misleading or otherwise deceptive.
5.17. Before a Seller lists an item, the Seller needs to find out if the item is allowed to be sold on the website and if the type of item is subject to certain restrictions, to avoid potential issues with Seller listing. As a Seller, you are ultimately responsible for making sure that Selling an item is legal under applicable laws. By entering under this Agreement, Seller represent that it shall not list the products which are prohibited under law or product or service, which is not in compliance with all applicable laws and regulations whether central, state, local or international including the laws of Thailand.
Violations of this Policy may result in a range of actions, including but not limited to the following:
a. listing cancellation;
b. limits on account privileges;
c. account suspension; and/or
d. loss of special status
*The above list is merely suggestive and not complete. Herbiware may at its sole discretion, amend or modify this list.
5.18. Brand Name Use & Restricted Word Policy:
Seller is not permitted to include any brand names or company logos in their listings other than the specific brand name authorised by the original manufacturer to be used for products being sold by Seller under a particular listing. Certain uses of brand names may also constitute trademark infringement and could expose Seller to legal liability. Further, Seller shall not be permitted to use the following words or phrases in their display names or listings
a. Herbiware (including all cognate & grammatical variations thereof);
6. REPRESENTATION AND WARRANTIES.
6.1. Seller undertakes that the goods/products delivered are defect free, without any encumbrances and there has been no IPR (Intellectual Property Infringement) violation of any third party by the Seller.
6.2. Seller shall be solely responsible for delivering defective products.
6.3. Seller shall be responsible for all/any repairs/replace etc. of the product prior / post the delivery of any such product.
6.4. The warranties in relation shall strictly be in accordance with the Seller warranty policy as applicable to the Product.
7. COMMERCIAL TERM.
7.1. For providing the services mentioned above Seller will pay below mentioned Fees to Herbiware as per plan mentioned under below table: -
Payment Gateway Charges
Seller Sales / Month
Sales up to 50.000 thb/ per month
Sales above 50.000 thb/ per month
*Service tax charges will be applicable above the mentioned charges in the table above
7.2. Other Fees:
a. Herbiware does various marketing campaigns on its site through various channels. The marketing channels may include, but not limited to, Promotion / Coupon Codes, Cash Back Offers, Emails, Website Showcase, Social Media Promotions, Category Specific Campaigns, Print Media Campaigns etc.
b. Seller, at the time of sign up, is enrolled by default to participate into these campaigns, so that Herbiware can promote their products in the relevant campaigns. Herbiware may or may not include Sellers products on the marketing campaigns as it depends on the nature of the campaigns.
c. Seller can opt out of from their Panels if they do not wish to participate in any of the promotions.
d. The above-mentioned Payment Gateway Charges of 3% will be levied even in case of cancellations and such fees will not be reversed and non-refundable.
e. The Marketing fee for such participation is as agreed with Herbiware.
7.3. Taxes on Fees Payable by Seller
Any and all Fees payable by Seller hereunder are exclusive of all sales, service, use and similar taxes, and Seller will pay any taxes that are imposed and payable by it on such amounts. All such taxes are the responsibility and for the account of Seller.
8. TRANSACTION PROCESSING.
8.1. Collection of Payment
Herbiware will collect the payment through its designated payment gateway and shall remain the sole property of Herbiware only. On all the Payment Gateway aspects, the identity of Herbiware shall be mentioned.
8.2. Customer Complaints
Herbiware shall be responsible for all customer complaints in regard to payment gateway issues and system related errors. All costs and liabilities arising due to the same shall be solely borne by Seller. Herbiware shall not be held liable at any point in time during the subsistence of this Agreement.
Herbiware will be responsible to reimburse the amount collected for the sale between 1st to 15th day of each month latest by end of the current month and for the amount collected between 16th to 30/31st day of each month, latest by 15th day of next month for the order product that are sold and delivered successfully through the Herbiware website (i.e. Seller Product after deducting applicable fees (i.e. Monthly fix fees, Payment Gateway Charges, Marketing Fee, or any return orders by end customer if applicable) and taxes as mentioned under table at Clause no.7
9. RIGHTS AND LICENSES.
9.1. General Reservations
As between the Parties, Seller reserves all right, title and interest in and to the Seller Intellectual Property and, no title to or ownership of any of the Seller Intellectual Property is transferred or licensed to Herbiware or any other Person pursuant to this Agreement. As between the Parties, Herbiware reserves all right, title and interest in and to the Herbiware Intellectual Property and, except as may expressly be set forth in this Agreement, no title to or ownership of any of the Herbiware Intellectual Property is transferred or licensed to Seller or any other Person pursuant to this Agreement.
9.2. Customer Database
Order placed by any customer on Herbiware website, then the customer database generated will become sole property of Herbiware.
9.3. Usage of Herbiware Intellectual Property
Any Herbiware Intellectual Property provided or otherwise made available to Seller or its Affiliates may be used by Seller and/or its Affiliates solely for the express purposes described in this Agreement during the Term of this Agreement. For the avoidance of doubt, Seller will not:
a. copies any Herbiware Intellectual Property;
b. distributes copies of any Herbiware Intellectual Property;
c. modifies, adapt, translate, reverse engineer, make alterations, decompile, disassemble, or make derivative works or improvements based on any Herbiware Intellectual Property;
d. use, rent, loan, sublicense, lease, distribute, or attempt to grant other rights to any Herbiware Intellectual Property; or
e. Use any Herbiware Intellectual Property to act as a consultant, service bureau or application service provider, or to permit remote access to any Herbiware Intellectual Property.
10. Term and Termination.
This Agreement shall be valid and binding on both the parties until it is terminated by either party by giving 60 days’ prior written notice to the other party without assigning any reason whatsoever for such termination. Herbiware may terminate this Agreement immediately in case of breach of any of the provisions of this Agreement by the Seller, if the Seller does not proceed to cure the breach within ten (10) days after receipt of a written Notice of the breach.
Termination for Bankruptcy, Insolvency, Winding Up, etc.
a. Either party may terminate this Agreement with immediate effect upon written notice in the event that the other party abandons its responsibilities under this Agreement, becomes bankrupt or insolvent or files any proposal or makes any assignment for the Seller of creditors, or an order is made for its winding up or a receiver is appointed for substantial part of its property
b. On termination of this Agreement, all outstanding obligations of the parties under the terms of this Agreement shall continue to subsist until the same are fulfilled / realized in totality.
Seller will defend, indemnify and hold harmless Herbiware and each of its affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any Claim that arises out of or relates to: (i) any actual or alleged breach of Seller representations, warranties, or obligations, responsibility set forth in this Agreement; or (ii) Seller own website or other sales channels, the products Seller sell, any content Seller provide, the advertisement, offer, sale or return of any products Seller sell, any actual or alleged infringement of any intellectual property or proprietary rights by any products Seller sell or content Seller provide, or Seller Taxes or the collection, payment or failure to collect or pay Seller Taxes. For purposes hereof: "Claim" means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity.
Seller shall indemnify and hold the Herbiware and their subsidiaries, affiliates, successors, assigns, and their officers, directors, shareholders, employees and agents harmless against any material claim, liability, demand, loss, damage, legal cases, judgment or other obligation or right of action, which may arise as a result of: -
a. Breach of any provision of this Agreement by Seller;
b. Misrepresentation by Seller to Herbiware or third Parties; or
c. Anything done or omitted to be done through the negligence or otherwise, default or misconduct of Seller or of its officers, directors, employees or agents.
d. Breach of third-party Intellectual Property right.
12. LIMITATION OF LIABILITY:
HERBIWARE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION TO THIS AGREEMENT, THE INABILITY TO USE THE SERVICES OR THE TRANSACTION PROCESSING SERVICE, OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, OR ANY OTHER FORM OF ACTION.
Entire Agreement: This Agreement (including all Attachments hereto, and all documents incorporated herein by reference): (a) represents the entire agreement between the Parties with respect to the subject matter hereof and supersedes any proposals, representations previous or contemporaneous oral or written agreements and any other communications between the Parties.
13.1. Further Agreements; Consents
Notwithstanding that certain provisions of this Agreement contemplate that the Parties will mutually determine or agree upon certain matters, each Party acknowledges and agrees that: (a) it will not be entitled to unreasonably withhold its determination or agreement with respect to such matters, unless otherwise specifically provided herein; and (b) no failure to mutually determine or agree as to any such matters will excuse either Party performance of its other obligations under this Agreement.
Seller is prohibited to assign this Agreement or any of its rights hereunder, or delegate any of its obligations hereunder, whether voluntarily, involuntarily, by operation of Law or otherwise, without the Herbiware prior written consent.
13.3. Independent Contractors
The Parties are entering this Agreement as independent contractors, and this Agreement will not be construed to create a partnership, joint venture, or employment relationship between them. Neither Party will represent itself to be an employee or agent of the other or enter into any agreement or legally binding commitment or statement on the other behalf or in the other’s name.
Each Party's personnel are employees, agents or subcontractors of such Party and are not employees, agents or subcontractors of the other Party. Each Party: (a) has exclusive control over its personnel, its labour and employee relations, and its policies relating to wages, hours, working conditions and other employment conditions; (b) has the exclusive right to hire, transfer, suspend, lay off, recall, promote, discipline, discharge and adjust grievances with its personnel; (c) is solely responsible for all salaries and other compensation of its personnel; and (d) is solely responsible for making all deductions and withholdings from the salaries and other compensation of its personnel and for paying all contributions, taxes and assessments in connection therewith.
13.5. No Third-Party Beneficiaries
This Agreement is for and will be enforceable by, the Parties only. This Agreement is not intended to confer and does not confer any right or benefit on any Third Party.
Except as expressly provided otherwise in this Agreement, each Party acknowledges that the rights and obligations of the Parties hereunder are non-exclusive and that each Party may engage in transactions with third parties, or undertake its own activities, whether or not similar to the transactions and other activities contemplated by this Agreement or competitive with the business, products or services of the other Party or its Affiliates.
Each Party agrees that all terms and conditions of this Agreement will be deemed Confidential Information as defined therein. For avoidance of doubt, a Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it or as otherwise required by Law, provided that such Party: (a) gives the other Party reasonable written notice to allow the other Party to seek a protective order or other appropriate remedy (except to the extent that the original Party compliance with the foregoing would cause it to violate a court order or other legal requirement); (b) discloses only such information as is required by the governmental entity or otherwise required by Law; and (c) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. If Herbiware makes available any passwords or password-protected areas of any Website or other service (e.g., in connection with the use of any Management Tools), Seller will use reasonable precautions to maintain the security of such passwords and password protected areas. If Seller becomes aware that any such password or password-protected area has been compromised, it will immediately notify Herbiware of the same via a telephone number or other contact method (e.g., email address) designated by Herbiware for such purpose, which will be promptly confirmed by notice in writing, and will change the applicable passwords.
13.8. Press Releases
Seller will not make any public disclosures regarding this Agreement, its terms, the actions, activities or performance contemplated hereby, or the relationship between the Parties, without the Herbiware prior written consent. The Parties agree that the contents of the press releases shall not be given for printing or published without it being approved by Herbiware. In the event Herbiware issues any press release without prior approval of the Seller with regards to this Agreement the same will not be considered as a material breach.
13.9. Governing Law and Jurisdiction
This Terms and Conditions of Service shall be governed by the laws of Thailand. The parties submit all their disputes arising out of or in connection with this Agreement to the exclusive jurisdiction of the Courts of Thailand.
13.10. Force Majeure
Neither Party will be liable for any failure to perform any of its obligations hereunder by reason of Force Majeure Event, provided that the affected Party provides the other Party prompt notice of the applicable circumstance and uses commercially reasonable efforts to re-commence performance as promptly as possible; and provided further that if a Party performance is delayed for a period of more than thirty (30) days by reason of any Force Majeure Event, then the other Party may at its option, by written notice to the affected Party, either: (a) terminate this Agreement; or (b) extend the Term of this Agreement for a number of days equal to the duration of the affected Parties non-performance.
To be effective, any waiver by a Party of any of its rights or the other Party obligations under this Agreement must be made in a writing signed by the Party to be charged with the waiver. Waiver of any breach of any term or condition of this Agreement will not be deemed a waiver of any prior or subsequent breach. No failure or forbearance by either Party to insist upon or enforce performance by the other Party of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise at Law or in equity will be construed as a waiver or relinquishment to any extent of such Party right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will be and remain in full force and effect.
If any provision of this Agreement is invalid or unenforceable in any jurisdiction, the other provisions herein will remain in full force and effect in such jurisdiction and will be liberally construed in order to effectuate the purpose and intent of this Agreement, and the invalidity or unenforceability of any provision of this Agreement in any jurisdiction will not affect the validity or enforceability of any such provision in any other jurisdiction.
Except for notices for which an alternative procedure is identified in this Agreement, any notice or other communication under this Agreement given by either Party to the other Party will be in writing and, to be effective, must be sent to the intended recipient by prepaid registered letter, receipted commercial courier at its address(es) and to the attention of the officer(s) specified below; provided that no notice of termination of the Term of this Agreement will be or be deemed properly given unless sent by registered email with Herbiware.
13.14. Code of Conduct
Seller shall comply and ensure that its logistic partner complies (seller and its logistics partner hereinafter collectively referred to as the “Parties”) with the following Code of Conduct at all times. Herbiware reserves the right to blacklist the Seller or to make Seller pending if found violating any of the below.
Seller must comply with all applicable laws and regulations (“applicable laws and regulations”). Herbiware has no tolerance for bribery or corruption in any aspect of its business. Herbiware’s policy prohibits engaging in any form of corruption, bribery, extortion, embezzlement or money laundering. Herbiware is committed not only to complying with all applicable laws and regulations regarding such activities but also to acting with integrity and the highest ethical standards. Parties shall not participate in, facilitate or permit any form of corruption, bribery, extortion, embezzlement or money laundering, whether with respect to public officials or to any other person. Parties shall comply strictly with all applicable laws and regulations and with Herbiware’s policy set forth herein. Seller shall respect the intellectual property rights of others and shall comply with applicable laws and regulations related to patents, copyrights, trademarks and trade secrets. Seller shall safeguard Herbiware’s confidential and proprietary information. This obligation includes using commercially reasonable means to safeguard information technology systems on which Herbiware’s information is stored or transmitted. In addition, Parties shall refuse any improper access to confidential or proprietary information of any other company, including our competitors and customers.
1. Compliance with Applicable Laws and Anti-Bribery
2. No Discrimination or Harassment
3. Safe Work Environment
4. Intellectual Property
5. Confidential and Proprietary Information
6. Additional Obligations
7. Parties shall ensure that its personnel provide service with reasonable skill and care to ensure delightful customer experience.
8. The personnel appointed by the Parties to deliver the shipment (“Personnel”) should carry his identity card containing his/her photo and police helpline number prominently displayed.
9. The Personnel under no circumstances shall:
a. Contact customer beyond the provision of delivery services;
b. Misbehave with customer while delivering shipment;
c. Misuse or share any information provided by the shipper;
d. Harass/stalk/bully customers through email, messages, call or any online or offline medium;
e. Be involved in loss or theft of goods and cash;
f. Provide wrong update on shipment and pick up status;
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