Terms & Conditions of Use

Welcome to www.aladdinne.ae (“Site”). The owner and operator of the Site is Aladdinne E Commerce Owned By Zain Technologies LLC, a Single Owner Company registered in the UAE”) under license number 833707, with its office located at AAM Building,Office#M06,Bur Dubai, Dubai UAE (“we”, “our” or “us”).

These Terms of Use and all policies and additional terms (if applicable) posted on the Site set out the terms on which we offer you access to and use of our Site, services and applications including our mobile application (collectively, the “Services”). You can find all of our policies and additional terms here: www.aladdinne.ae (“Legal Documents”). These Legal Documents are incorporated by reference into these Terms of Use.

By accessing, registering and/or continuing to use or access our Services, you are agreeing to be bound by these Terms of Use and the Legal Documents with immediate effect. These Terms of Use and the Legal Documents are subject to change by us at any time. Your continued use of the Site following any such change constitutes your agreement to these Terms of Use and Legal Documents as so modified.

References in these Terms of Use to “you” (or similar) are references to you as an individual or legal entity as the case may be.

ABOUT OUR SITE

The Site is an e-commerce platform that allows enterprise users to offer and sell products, and individuals and enterprise entities to buy products.

We reserve the right to introduce new Services and update or withdraw any of the Services, in our sole discretion, and we will not be liable to you for exercising this discretion.

1. ELIGIBILITY AND REGISTRATION REQUIREMENTS

1. You are eligible to register as a buyer or seller and benefit from the Services if you meet the following eligibility criteria:

1.for buyers:

1. you are above the legal age for purchasing products in your country of residence; and

2. you are able to provide an address in the UAE or the for delivery of products.

2.for sellers:

1. you are a legal entity duly registered in your jurisdiction;

2. you have a current trade license or NID;

3. you provide proof of authorization for the individual who will be registering and using the Site;

4. you provide identification for the authorized person;

5. you can provide supporting bank details; and

6. you acknowledge and agree that for certain product categories, additional requirements might be applicable.

2. In order to register to the Site, you will need to provide us with certain information. Your registration to the Site may not be accepted if you do not provide us with the required information. We reserve the right to decline any registration without further explanation. We reserve the right to undertake such checks as are necessary to verify your identity.

3. Once you have successfully completed registration, your registration shall continue for an indefinite period, subject to suspension or termination in accordance with clause 6 of these Terms of Use.

2. YOUR OBLIGATIONS

1. When using or accessing the Services, you agree that you:

1.are responsible for maintaining the confidentiality of, and restricting access to and use of your account and password, and accept responsibility for all activities that occur under your account and password;

2.agree to immediately notify us of any unauthorized use of your password or account or any other breach of security;

3.will provide true, accurate, current and complete information about yourself and your use of the Services as required by us;

4.will not disclose to any third party (except as required or requested by us) a user’s information provided to you; and

5.will cooperate with our requests for additional information with respect to your eligibility and usage of our Services.

2. When using or accessing the Services, you agree that you will not:

1.post, list or upload in any manner any information which is blasphemous, defamatory, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatsoever.

2.post, list or upload content or items in inappropriate or prohibited categories or areas on our Site, including:

1. content or items that may be considered culturally or religiously offensive in any way;

2. content or items which may not be considered to be in compliance with general local law, Islamic law, rules, morals, values, ethics and traditions;

3. content or items that may threaten national security;

4. content or items which may constitute or be considered to promote gambling;

5. securities, including shares, bonds, debentures, or any other financial instruments or assets of any description;

6. living or dead creatures and/or the whole or any part of any animal which has been kept or preserved by any means whether artificial or natural;

7. weapons of any description;

8. liquor, tobacco products, drugs, psychotropic substances, narcotics, intoxicants of any description and medicines;

9. items that to your knowledge are defective, fake, damaged, false or misleading or that may through normal use harm another Site user’s interest or health;

10. non-transferable vouchers; and

11. chemicals.

3.post items you do not have a right to link to or include;

4.post counterfeit or stolen items;

5.breach or circumvent any laws, third party rights or our systems, policies or determinations of your account status;

6.use our Services if you no longer fulfil the eligibility criteria or are not able to form legally binding contracts, or are temporarily or indefinitely suspended from using our Services;

7.fail to pay for items purchased by you, unless you have a valid reason as set out in any of our policies;

8.fail to deliver items sold by you (if applicable), unless you have a valid reason as set out in any of our policies;

9.use contact information provided to you during the course of a transaction on the Site to solicit additional sales offline or on another website;

10. manipulate the price of any item;

11. interfere with any other user’s listings;

12. take any action that may undermine the Site’s feedback and ratings systems;

13. post false, inaccurate, misleading, deceptive, defamatory or similar content;

14. transfer your account to another party without our prior written consent;

15. distribute or post spam, unsolicited or bulk electronic communications or similar;

16. distribute viruses or any other technologies that may harm our Services or the interests or property of other users;

17. infringe:

1. the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, "Intellectual Property Rights”) that belong to or are licensed to us; or

2. any Intellectual Property Rights that belong to third parties;

18. harvest or otherwise collect information about users without their consent; or

19. circumvent any technical measures we use to provide the Services.

3. TRADE IN PROGRAM

1. Aladdinne in collaboration with any third parties, may offer a trade-in service, wherein you may trade in your eligible electronic device (the “Trade-in Device”) upon the purchase of a new phone device (the “Trade-in Program”). The Trade-in Partner will provide you with an estimated value for the Trade-in Device (the “Trade-In Value”). The Trade-in Value will be credited to your registered Aladdinne account as Aladdinne credit. You can elect to have the Aladdinne credit transferred to your bank account. This Trade-In Program is only available for selected brands and devices purchased online via Aladdinne’s website at www.Aladdinne.ae or the Aladdinne App via the Trade-in option.

2. The Trade-in Program is subject to the following terms set out ……

4. INTELLECTUAL PROPERTY RIGHTS

1. Except for the rights expressly granted under these Terms of Use:

1.all content included on the Site, including but not limited to text, graphics, logos, images, audio clips, digital downloads and software is our property or the property of our licensors. We (or our licensors, as the case may be) retain all right, title and interest in and to the Site and the Services, including, without limitation, all Intellectual Property Rights therein; and

2.all rights, title and interest in and to any information, materials or other content that you provide in connection with your use of the Services, including all Intellectual Property Rights therein, will become our property.

2. You agree that you have no right to use any of our trademarks without our prior written consent.

3. All rights not expressly granted to you in these Terms of Use are reserved and retained by us or our licensors.

5. WARRANTIES, REPRESENTATIONS & UNDERTAKINGS

1. You warrant, represent and undertake that:

1.you shall fully comply and will at all times continue to fully comply with all applicable laws, statutes and regulations, including, without limitation, all privacy laws and content regulation;

2.you have full power and authority to enter into these Terms of Use and the execution and performance of your obligations under these Terms of Use does not conflict with:

1. any laws, rules, regulations or governmental guidelines to which you are subject to; or

2. any other agreements to which you are a party to or to which you are otherwise bound by;

3.if you create or use an account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business to these Terms of Use. Such account is deemed to be owned and controlled by the business entity;

4.you own or have the authority to grant the rights and licenses granted to us by you under these Terms of Use; and

5.any content you submit as part of your use of the Services and any products that you list do not violate the rights of any third party anywhere in the world including, without limitation, any Intellectual Property Rights (whether registered or not).

2. Subject to clause ‎5.1, the Services are provided to you on an “as is” basis without representations, warranties or conditions of any kind. We disclaim all warranties, conditions and representations of any kind, whether express, implied or collateral, including, but not limited to, all conditions, representations or warranties of merchantability, of fitness for a particular or general purpose, of non-infringement, of compatibility or that the Services are secure or error free or will operate without interruption or will be provided in a timely or proper manner or at all.

3. Furthermore, whilst we attempt to be as accurate as possible, we do not warrant that product descriptions or other content of any Service is accurate, complete, reliable, current, or error-free. Additionally, as a buyer, you agree that we are not responsible for examining or warranting the listings or content provided by us or third parties through the Services, and that you will not attempt to hold us liable for any inaccuracies or defects in any of the listings. As a seller, it is your responsibility to review the content of your listings for accuracy and you will not attempt to hold our catalogue/content providers or us responsible for inaccuracies.

6. LIABILITY & INDEMNITIES

1. Nothing in these Terms of Use shall limit or exclude a party’s liability:

1.for fraud, including fraudulent misrepresentation, perpetrated by that party;

2.for death or personal injury caused by the negligence of that party; or

3.for any other liability that cannot be limited or excluded under applicable law.

2. Subject to clause ‎5.1, in no event will we, our parent company, subsidiaries and affiliates, and our, and their directors, officers, agents, employees, suppliers, subcontractors or licensors be liable, whether based on an action or claim in contract, tort, negligence, breach of statutory duty or otherwise arising out of or in relation to these Terms of Use for loss of profits, loss of data or information, business interruption or other pecuniary loss or for any special, indirect, incidental or consequential damages, even if we, our affiliates, directors, officers, agents, employees, licensors, subcontractors or suppliers have been advised of the possibility of such damages.

3. In addition, to the extent permitted by applicable law, we (including our parent company, subsidiaries and affiliates and our, and their directors, officers, agents, employees, suppliers, subcontractors or licensors) are not liable, and you agree not to hold us responsible, for any damages or losses resulting directly or indirectly from:

1.the content or other information you provide when using the Services;

2.your use of or your inability to use our Services;

3.pricing, shipping, format or other guidance provided by us;

4.delays or disruptions in our Services;

5.viruses or other malicious software obtained by accessing or linking to our Services;

6.bugs, errors or inaccuracies of any kind in our Services;

7.damage to your hardware device from the use of products sold on the Site or our Services;

8.the content, actions or inactions of third parties using our Services;

9.a suspension or other action taken by us with respect to your use of the Services;

10. the duration or manner in which your listings appear in search results; or

11. your need to modify practices, content or behaviour or your loss of or inability to do business as a result of changes to these Terms of Use.

4. Subject to clause ‎5.1, if clauses ‎5.2 or ‎5.3 are held to be unenforceable or inapplicable for any reason, then the total liability applicable to us, our parent company, subsidiaries and affiliates and our, and their directors, officers, agents, employee, suppliers, subcontractors or licensors, to you, whether based on an action or claim in contract, negligence or breach of statutory duty or otherwise, arising out of or in relation to these Terms of Use shall be limited to the lower of:

1.the price the item sold for on our Site and its original shipping costs; and

2.the amount of fees in dispute not to exceed the total fees that you paid to us in the twelve (12) months prior to the action giving rise to the liability; or

3.10000 (Ten Thousand) Taka.

5. You agree to indemnify and hold us, our parent company, subsidiaries and affiliates and our, and their directors, officers, agents, employee, suppliers, subcontractors or licensors harmless from and against any losses, damages and expenses (including legal fees and attorney’s fees) (“Claims”) arising out of or relating to:

1.any claims or demands made by any third party due to or arising out of your use of the Services;

2.your violation of any of the provisions of these Terms of Use, including, without limitation, any of the warranties, representations and undertakings;

3.your violation of any applicable laws, including, without limitation, data protection or anti-spam laws; or

4.the manner in which you use our Services, including, without limitation, that the content you post, the items you list or your trademarks infringe the Intellectual Property Rights of any third party or that the content of your listings is slanderous, defamatory, obscene or violates any other rights (including privacy rights) of any third party (including other Site users).

7. SUSPENSION, TERMINATION & CANCELLATION

1. We may, at our sole discretion and without prejudice to any of our rights and remedies and without any liability to you, we may limit, suspend or permanently withdraw your access of our Services, cancel any product(s) order and/or remove hosted content submitted by you for any reason including, without limitation, the following:

1.if we believe that you have infringed, breached, violated, abused, or unethically manipulated or exploited any term of these Terms of Use;

2.If you use our Platform or Services for any unlawful and fraudulent purposes or in connection with a criminal offence or abuse our policy and rules;

3.You are suspected of inventory abuse or placing bulk order. The following shall (without limitation) constitute inventory abuse or placing bulk order:

1.Products ordered are not for self-consumption but for commercial resale;

2.Multiple orders placed for same product at the same address, depending on the product category;

3.Bulk quantity of the same product ordered;

4.Invalid address given in order details;

5.Any abuse or fraud used to place the order; or

6.Any order placed using a technological glitch/loophole.

2. We reserve our right to take appropriate action if you are suspected of acting fraudulently or if you file invalid and/or false claims or provides false, incomplete, or misleading information. You may be considered to be engaging in fraudulent activities if any of the following (without limitation) are met:

1.you don’t reply to the payment verification mail sent by us;

2.you fail to produce adequate documents during the payment details verification;

3.you misuse credentials not belonging to you;

4.you use invalid address, email and phone no;

5.you attempt to overuse a voucher code;

6.you return wrong or damaged product;

7.you refuse to pay for an order;

8.for COD items, you use fake currency notes to make the payment;

9.you abuse or harass the delivery staff;

10. miscellaneous activities conducted with the sole intention to cause loss to business/revenue to Aladdinne;

11. your return, undeliverable rate is very high and often the returned products are missing, fake or damaged; or

12. Repeated request for monetary compensation.

3. If your access to our Services or our Platform is terminated for any reason, we may delete any content or other materials relating to your use of the Service (including any credits earned through loyalty programs or reward points) and we will have no liability to you or any third party for doing so. However, your transactions details may be preserved by us for purposes of tax or regulatory compliance.

4. For the avoidance of doubt, any amounts paid and received by us in relation to a cancelled product(s) order will be refunded.

8. REPORTING VIOLATIONS OF THESE REQUEST TERMS OF USE

1. We are committed to ensuring that listed items and content on our Site comply with these Terms of Use. If you believe that a listed item or content breaches these Terms of Use, please notify us on the details in clause ‎‎8.12 and we will investigate.

9. ALADDINNE AFFILIATES & ADDITIONAL FUNCTIONS

1. Aladdinne E Commerce Owned by Aladdinne Limited and/or its affiliates ("Aladdinne’s Affiliates") provide website features and other products and services to you when you use or sign-up as a buyer and/or seller on the Site. “Affiliate” means, with respect to a particular person, any entity that directly or indirectly controls, is controlled by, or is under common control with such person.

2. To enhance your experience across the Site and with Aladdinne’s Affiliates, you hereby agree that we may set-up additional services, functions and/or accounts on your behalf, by using the information you provide to us on the Site.

10. GENERAL

1. Governing Law. These Terms of Use and any non-contractual rights or obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of the UAE, as applied in the UAE.

2. Dispute Resolution. If you have an issue with our Services, please contact us. We will endeavour to resolve your issue as soon as possible. Any disputes or Claims arising out of or in connection with these Terms of Use, including any non-contractual rights or obligations arising out of or in connection with these Terms of Use shall be referred to and finally resolved by arbitration under the Arbitration Rules of the DIFC – LCIA Arbitration Centre, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be Dubai Financial Centre. The language to be used in the arbitration shall be English.

3. Third Party Rights. A person who is not a party to these Terms of Use has no right to enforce any of its terms.

4. Relationship of the Parties. Nothing contained in these Terms of Use will be deemed or construed by the parties or any third party to create the relationship of partnership, joint venture or agency between the parties, it being understood that the parties will at all times remain independent parties contracting for Services.

5. Further Assurances. The parties will do and execute or arrange for the doing and executing of each necessary act, document and thing reasonably within its power to implement and give effect to these Terms of Use to its full extent, including, without limitation, assisting each other in complying with applicable law.

6. Assignment. These Terms of Use will be binding upon and enure to the benefit of the parties and their respective successors and permitted assigns. You agree that you will not assign or transfer these Terms of Use or any of your rights or obligations under these Terms of Use, whether directly or indirectly, without first obtaining our prior written consent, such consent not to be unreasonably withheld.

7. Entire Agreement. These Terms of Use and the documents referred to or incorporated herein by reference contain the entire agreement between the parties with respect to the subject matter and supersede all prior agreements, negotiations and representations, written or oral, relating to its subject matter. Except as provided in these Terms of Use and the documents referred to or incorporated into these Terms of Use by reference, there are no conditions, representations, warranties, undertakings or agreements between the parties whether direct, indirect, collateral, express or implied.

8. Amendment. These Terms of Use cannot be modified, varied, amended or supplemented in any way by you. We reserve the right to modify, vary, amend or supplement these Terms of Use at any time and from time to time. We will post the current version of these Terms of Use on the Site and each such change will be effective upon posting on the Site or upon the date designated by us as the “effective date” (if any). Your continued use of the Services following any such change constitutes your agreement to be bound by and its acceptance of these Terms of Use as so modified.

9. Severability. If any provision of these Terms of Use is determined by any court of competent jurisdiction to be invalid, illegal or unenforceable, that provision will be severed from these Terms of Use and the remaining provisions will continue in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either of the parties.

10. Force Majeure. Neither party will be liable for any loss or damage or for any delay or failure in performance due to acts beyond the control of such party whether or not such acts could reasonably be anticipated (including acts of God, legislative, judicial or regulatory acts of any provincial or the federal government, court or regulatory authority, acts of any of our subcontractors or any third-party providers of goods or Services to us, labour disruptions, blackouts, embargoes).

11. No Waiver. Any waiver by us of any of the provisions of these Terms of Use will not constitute a waiver of any other provision (whether similar or not), nor will any such waiver constitute a continuing waiver of that particular provision, unless expressly provided by us in writing.

12. Communications. You may contact us through email, social media or live chat on the Site, or by calling our call center on 0000

13. Survival. All provisions that either expressly or by their nature survive, will survive suspension or termination of your membership of the Site.

Seller Terms and Conditions

1. INTRODUCTION

1.1 Welcome to www.Aladdinne.ae (“Site”). The owner and operator of the Site is Aladdinne E Commerce Owned By Aladdinne Limited a private limited company registered in the UAE under license number TRAD/DSCC/022492/2022, with its office located at Alpona Plaza (“we”, “our”us”or; Aladdinne”).

1.2 These Seller Terms & Conditions (“Seller Terms”) and all policies and additional terms (if applicable) posted on the Site set out the terms on which you, as a seller, can access and use our Site, services and applications, including our mobile application, (collectively, the “Services”) for selling directly to buyers on the Site. These Seller Terms apply in addition to all our other terms (including our Terms of Use, Terms of Sale and Privacy Policy (available on the Site and as amended from time to time)) (collectively the “Legal Documents”). By accessing, registering and/or continuing to use or access our Services, you are agreeing to be bound by these Seller Terms and the Legal Documents with immediate effect. References in these Seller Terms to “you” (or similar) are references to you as a legal entity.

2. OUR SERVICES

2.1 We provide Services for you as a seller to enable you to offer your products to buyers registered on the Site. Depending on the business model, our Services, provided by us or by affiliated companies or other third parties, may include, (a) warehousing, order management and fulfilment (e.g. communication with a buyer on his/her purchase, obtaining payment from a buyer and organizing delivery); (b) shipping the product from your warehouse/premises to the buyer; (c) cash collection and processing of payments; and (d) call centre and customer support, as per our Terms of Use and our Terms of Sale.

2.2 We reserve the right to determine the content, appearance, design, functionality and all other aspects of the Site and the Services (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site and the Service and any element, aspect, portion or feature thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to de-list, or to require you not to list, any or all products in our sole discretion. We may, in our sole discretion, withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of your sale transactions if we consider it necessary for legal purposes or to ensure compliance with these Seller Terms.

3. BUSINESS MODELS

The business models available to you are detailed in the Aladdinne University that forms part of these Seller Terms . Each product type must be accurately detailed against the correct business model. In instances where the product is stocked by you and delivered to the buyer by us, you must process the order within the time period pre-defined on your account. We reserve the right, in accordance with the Seller Performance Program, to suspend or block your account for, (a) your delivery delays against agreed timeline; b) a high level of returns; c) negative reviews from buyers; and/or (d) cancellation of a confirmed order by a buyer. Furthermore, we reserve the right to hold the products and transfer the ownership of goods to us, if you fail to pay the dues within thirty (30) days from the agreed timeline.

4. YOUR OBLIGATIONS

4.1 You are obligated to read the Legal Documents and in particular, take note of the account eligibility and information requirements for opening a seller account and your responsibilities when using the Site, including with respect to prohibited products under the Terms of Use.

4.2 In addition to your obligations set out in the Legal Documents, and unless otherwise agreed by us, you agree to:

(a) deliver products in accordance with the packaging requirements and other instructions we notify you of in writing in advance;

(b) package and transport products safely and in such a manner that minimizes the risk of damage to the product;

(d) arrange pick-up of products that are the subject of a return, replacement or exchange request or are otherwise rejected by us at the quality check stage;

(e) offer a twelve (12) month warranty for certain purchased products against defects that occur after purchase and offer a twenty-four (12) month warranty for all Electronic (defined in the Terms of Sale) products that are sold to buyers in the UAE. The warranties are applicable in cases where there are defects in material, design and workmanship. Your obligations are limited to repair of defective product or replacement of the defective part or at our discretion, replacement or refund according to market price of the product itself. For further details on warranties, please refer to the Terms of Sale;

(f) remain responsible for after-sales services, guarantees and maintenances and defects;

(g) comply with our instructions regarding your products or use of our Services, including with respect to removing listings of products that violate a third party’s intellectual property rights, arranging delivery to our warehouse or pick-up of returns or similar matters.

(h) send to us your value added tax. (“VAT”) and (TAX) registration details and any additional information requested by us. All registration details or requested information provided to us must be accurate and correct; and

(i) update your pricing to take into account VAT. Any products which are shipped to the buyer on or after January 1st, 2018 will be subject to VAT, even if the product was ordered or requested from you before January 1st, 2018, and

(j) you shall be liable to pay all related VAT and taxes to the National Board of Revenue.

4.3 You acknowledge that we are focused on ensuring an enjoyable user experience on the Site and that we have agreed to perform certain Services for buyers with respect to delivery, returns, replacements, exchanges and warranty of products under the Terms of Sale to enhance the user experience. You agree to provide all assistance necessary to enable us to fulfil our obligations to the buyers under the Terms of Sale and you further agree to, (a) accept a returned product where a buyer has a right to return a product under the Terms of Sale; (b) replace or exchange a product that a buyer returns under our Terms of Sale and ensure that replacement or exchange is within a reasonable time period to enable us to meet our obligations under the Terms of Sale; and (c) do all things necessary to issue a refund to a buyer to ensure that we fulfil our refund obligations under our Terms of Sale.

4.4 You accept that products returned due to cancellation by a customer, or a quality check failure will be returned to you within seven (7) working days; and products marked as non-deliverable, and customer initiated returns will be returned to you within twenty- one (21) working days, or within thirty (30) working days for products shipped internationally.or as mutually agreed between the parties.

4.5 You accept that you may be charged an amount up to 100% of the price of a product, where you refuse to accept and fulfill an order because:

(a) the product is out of stock on your side, despite being listed with stock on your seller account; or was listed and live on the Site but is out of stock; and

(b) you submitted a wrong product price on your account.

4.6 Furthermore, you agree that:

(a) at our sole discretion, we may, for operational or any other reason, choose to purchase the product from you and resell to the buyer; and, in such case, your obligations under this section 4, including without limitation, warranty, returns policy, and payment terms, will remain applicable to the buyer who first made the order on the Site as if the sale was directly to that buyer.

(b) we have the right to reject a product upon receipt from you if, (i) it is damaged; (ii) it does not meet our packaging, quality or other requirements; (iii) it does not contain the necessary documentation; or (iv) it does not comply with these Seller Terms or any applicable laws;

(c) in circumstances where we stock your product, we have the right to dispose of or otherwise do as we please with your product, in accordance with our return to vendor (RTV) policy and process as specified in the Service Annex, if you do not arrange for delivery to you or pick-up of the product(s), or for any reason reject or fail to receive the RTV items within the duration notified to you by us, in the case of: a) rejection by us; b) return by a customer; or c) your request for stock return, within the time period designated to your chosen business model starting from the date we notify you of the rejection, return or confirmation of stock return;

(d) (d) you retain all title to products until delivered and paid for by a buyer, and at no point during the provision of our Services will we have title to the products (except in circumstances where Aladdinne pays the full cost of the products through a penalty or where you fail to comply with the RTV policy in clause 4.6(c), to which in either circumstance ownership of the product(s) shall transfer fully to Aladdinne);

(e) in order to facilitate transactions between you and the buyer, we will raise invoices and credit notes on your behalf, based on the VAT registration details you provide in accordance with clause 4.2 (h). Such invoices and credit notes shall be provided to you in electronic format; and

(f) unless otherwise agreed between the parties, the primary invoicing relationship is between you and the buyer, therefore, you will not issue any invoices to us for the products. Only a packing list or delivery slip can be issued to us.

(g) you will have the sole discretion to choose and amend the pricing of products manually, via a pricing engine or through an application program interface (API) provided on your seller account. In accordance with clause 4.5(b), all orders made by customers with incorrect pricing must be honored and fulfilled, and any costs or liabilities due to pricing errors shall be fully borne by you.

5. Fees and Payments

5.1 The fees applicable for using our Services depend on the business model selected. The fees are included and detailed in the Shipping & Delivery and may vary in the future. The Service, that is in effect on the date of sale of the relevant product, shall govern the transaction.

5.2 We or our affiliated business or third parties engaged to provide the Services may charge you for: (a) listing products; (b) a percentage of a sales transaction; (c) using our delivery, warehousing and logistics services; (d) payment processing fees, chargeback or related fees; (e) customs or other taxes we may incur in providing you the Services; (f) costs we may incur if you breach clause ‎4.2; and (g) other fees that will be notified to you in advance.

5.3 You can verify sales reports through your account and the report will include the amount successfully collected for your products minus applicable fees (“Sale Proceeds”).

5.4 Sale Proceeds will be paid to your bank account on a weekly occurrence. Sales Proceeds can be credited only to bank accounts in the UAE or any other country shown on the Site as supported by our standard functionality and enabled for your account. We shall not be liable for any incorrect bank account details provided by you, and the consequences thereof.

5.5 To authorize payments to you, we may be required to create an account for you with our third-party payment processors, including accepting their standard terms and conditions and submitting your details to them on your behalf. You hereby authorize us to do so and we shall not be liable to you for any damage or loss you may incur as a result.

5.6 You agree that we may choose to offer discounts against your products. In such instance, we will include a discount in the invoice raised from you to the buyer, and will pay for this discount by adjusting our commission.

5.7 If you wish to sell your products to buyers Out of UAE, you hereby authorize us to list the products at a higher price to cover shipping and handling fees which will be charged back from you as commission. Furthermore, when importing products, there is a Local VAT & tax levy that we are required to pay which goes directly to the UAE government for clearance of imported products. Even though products exported are subject to 0% UAE VAT, the UAE government will charge us VAT at the time of import. Therefore, you agree that we can deduct a Local VAT % charge on the sale price of the products sold into Out of UAE.

As per of the UAE VAT Decree law, the definition of recoverable input tax is as follows:

The input tax that is recoverable by a taxable person for any tax period is the total of input tax paid for goods and services which are used or intended to be used for making any of the following:

a. taxable supplies;

b. supplies that are made outside the state which would have been taxable supplies had they been made in the state; and

c. Supplies specified in the Executive Regulation of this Decree-Law that are made outside the state, which would have been treated as exempt had they been made inside the state.

5.8 If you have provided your VAT registration details, we will issue the invoice to the buyer on your behalf and remit to you the full amount collected from the buyer less any of our commissions.

5.9 If you have failed to provide your VAT registration details, we may purchase the product from you and resell the product to the buyer in accordance with clause 4.4 (a). You agree that we will deduct Local VAT % from the payment remitted to you, unless a VAT invoice from you can be provided.

5.10 Notwithstanding these Seller Terms and without prejudice to our other rights and remedies, you acknowledge our right to:

(a) withhold all and any amounts owing to you to recover from such amounts all losses or damages suffered by us or a buyer, as solely determined by us, including with respect to: (i) products that infringe a third party’s intellectual property rights; or (ii) your fraudulent conduct.

(b) upon suspension or termination of your account or your use of the Services, set off against any payments to be made to you, an amount determined by us to be adequate to cover chargebacks, refunds, adjustments or other amounts paid to buyers in connection with your sale transactions for a three (3) month period. At the end of such three (3) month period following suspension or termination, we will disburse you any amount not used to offset chargebacks, refunds, adjustments or such other amounts paid to buyers or seek reimbursement from you via any of the following for any additional amount required to offset chargebacks, refunds, adjustments or other amounts paid to buyers, as applicable: (i) by deducting from future payments owed to you; (ii) reversing any credits to your account; (iii) charging your credit card; or (iv) seeking such reimbursement from you by any other lawful means. You further authorize us to use any or all of the foregoing methods to seek reimbursement, including the debiting of your credit card or bank account.

5.11 You agree to indemnify and hold us, our parent company, subsidiaries and affiliates and our and their directors, officers, agents, employee, suppliers, subcontractors or licensors harmless from and against any losses, damages and expenses (including legal fees and attorney’s fees) arising out of or relating to any claims or demands made by any third-party due to or arising out of: a) your breach of this section 5 or clause 4.2 (h); or b) your violation of any applicable laws or regulations.

6. INTELLECTUAL PROPERTY

You hereby grant us a non-exclusive, royalty-free, sub-licensable, transferrable, assignable, perpetual and worldwide licence to use your trademarks and other intellectual property you may provide to us in order for us to provide the Services to our end users. Furthermore, you shall not use, or permit to be used, Aladdinne’s name, trademarks or logos in any advertisements, promotional literature or information without the prior written consent of Aladdinne. Where such consent is provided, the use of Aladdinne’s name, trademarks and logos shall be strictly in accordance with the permission and direction provided by Aladdinne

7. WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS

7.1 You warrant, represent and undertake that:

(a) you have full power and authority to enter into these Seller Terms and you shall, at all times, fully comply with all applicable laws, statutes and regulations, including, without limitation: (i) anti-bribery, anti-corruption, export control and sanctions laws; (ii) consumer protection laws; (iii) import regulations, including with respect to type approvals; and (iv) customs duties and other applicable taxes;

(b) you have all the necessary licences, permissions, authorisations, proprietary rights, consents and permits in the products you list or which are listed on your behalf and to sell and promote these products in the UAE;

(d) all products new (and not refurnished or used) are free from any defects;

(e) you are solely responsible for any liability arising from the purchase and use of your listed products by Site users or other third parties;

(f) you own or have the authority to grant the licences granted to us by you under these Seller Terms and any content you submit as part of your use of the Services and any products that you list do not violate the rights of any third party anywhere in the world including, without limitation, any intellectual property rights (whether registered or not); and

(g) the product dimensions displayed by you on the Site are correct and accurate. If the dimensions are not correct, you will be liable for any additional shipping costs that might be incurred.

7.2 Subject to clause 7.1, the Services are provided to you on an “as is” basis without representations, warranties or conditions of any kind. We disclaim all warranties, conditions and representations of any kind, whether express, implied or collateral, including, but not limited to, all conditions, representations or warranties of merchantability, of fitness for a particular or general purpose, of non-infringement, of compatibility or that the Services are secure or error free or will operate without interruption or will be provided in a timely or proper manner or at all.

7.3 Furthermore, whilst we attempt to be as accurate as possible, we do not warrant that product descriptions or other content of any Service is accurate, complete, reliable, current, or error-free. Additionally, it is your responsibility to review the content of your listings for accuracy and that you will not attempt to hold our catalogue/content providers or us responsible for inaccuracies.

8. LIABILITY

8.1 Nothing in these Seller Terms shall limit or exclude a party’s liability: (a) for fraud, including fraudulent misrepresentation, perpetrated by that party; (b) for death or personal injury caused by the negligence of that party; or (c) for any other liability that cannot be limited or excluded under applicable law.

8.2 Subject to clause ‎8.1, in no event will we, our parent company, subsidiaries and affiliates, and our and their directors, officers, agents, employees, suppliers, subcontractors or licensors be liable, whether based on an action or claim in contract, tort, negligence, breach of statutory duty or otherwise arising out of or in relation to these Seller Terms for loss of profits, loss of data or information, business interruption or other pecuniary loss or for any special, indirect, incidental or consequential damages, even if we, our affiliates, directors, officers, agents, employees, licensors, subcontractors or suppliers have been advised of the possibility of such damages.

8.3 In addition, to the extent permitted by applicable law, we (including our parent company, subsidiaries and affiliates and our and their directors, officers, agents, employee, suppliers, subcontractors or licensors) are not liable, and you agree not to hold us responsible, for any damages or losses resulting directly or indirectly from:

(a) the content or other information you provide when using the Services;

(b) your use of or your inability to use our Services and/or delays or disruptions in our Services;

(d) any defects or damage to a product that occurred prior to our acknowledged receipt of your product;

(e) bugs, errors or inaccuracies of any kind in our Services, viruses or other malicious software obtained by accessing or linking to our Services;

(f) damage to your hardware device from the use of our Site;

(g) the content, actions or inactions of third parties using our Services;

(h) a suspension or other action taken by us with respect to your use of the Services;

(i) the duration or manner in which your listings appear in search results; or

(j) your need to modify practices, content or behaviour or your loss of or inability to do business as a result of changes to these Seller Terms.

8.4 Subject to clause ‎8.1, if clauses ‎8.2 or ‎8.3 are held to be unenforceable or inapplicable for any reason, then the total liability applicable to us, our parent company, subsidiaries and affiliates and our and their directors, officers, agents, employee, suppliers, subcontractors or licensors, to you, (including reasonable legal fees), whether based on an action or claim in contract, negligence or breach of statutory duty or otherwise, arising out of or in relation to these Seller Terms shall be limited to the lower of, (a) the price the product sold for on our Site and its original shipping costs; (b) the amount of fees in dispute not to exceed the total fees that you paid to us in the twelve (12) months prior to the action giving rise to the liability; or (c) 10000 Ten thousand taka (Taka 10000).

8.5 You agree to indemnify and hold us, our parent company, subsidiaries and affiliates and our and their directors, officers, agents, employee, suppliers, subcontractors or licensors harmless from and against any losses, damages and expenses (including legal fees and attorney’s fees) (“Claims”) arising out of or relating to:

(a) our rejection of your product delivered to us by you under these Seller Terms;

(b) any claims or demands made by any third party (including buyers using our Site) due to or arising out of your use of the Services;

(c) your violation of any of provisions of these Seller Terms, including, without limitation, any of the warranties, representations and undertakings;

(d) your violation of any applicable laws, including, without limitation, data protection or anti-spam laws as well as any anti-bribery, anti-corruption, export control and sanctions laws;

(e) your listed products, including with respect to defects in the products, losses suffered by third parties arising from the use of your products; or

(f) the manner in which you use our Services, including, without limitation, that the content you post, the products you list or trademarks infringe the intellectual property rights of any third party or that the content of your listings is slanderous, defamatory, obscene or violates any other rights (including privacy rights) of any third party (including other Site users).

9. ANTI-COUNTERFEITING

9.1 The listing or sale of counterfeit products on the Site is prohibited. Every product sold on the Site must be original and authentic. Counterfeit products which are prohibited include fakes, bootlegs or pirated copies of products or content, and products which have been illegally replicated, reproduced or manufactured;

9.2 It is solely your responsibility to ensure all of the products that are made available for sale on the Site are original and authentic, and do not infringe another party’s intellectual property rights;

9.3 We reserve the right to verify and determine whether the products sold on the Site are original and authentic. In the event we, at our sole discretion, determine a product is counterfeit or not 100% genuine:

(a) you shall be liable to pay a minimum sum of twenty thousand Taka in compensation to us, in addition to any fine or levy imposed by any governmental authority or agency;

(b) all payment pending by us to you will be withheld until such counterfeit issue is resolved; and

(c) we may impose a financial penalty on you, to be determined at our sole discretion, for direct and indirect losses incurred as a result of the counterfeit product being sold on the Site, including for loss of reputation.

9.4 Further, where you do not pay the entirety of the compensation and/or penalty imposed, we shall impose a time-based conditional ban.

9.5 Notwithstanding the above, we reserve the right to take appropriate legal actions against the you, and report such counterfeit products to law enforcement authorities.

10. SUSPENSION AND TERMINATION OF ACCOUNT

10.1 Without prejudice to any of our rights and remedies and without any liability to you, we may limit, suspend or withdraw your access to the Services and/or remove hosted content submitted by you or on your behalf if we consider, at our sole discretion that: (a) you have breached these Seller Terms in any manner whatsoever; (b) we reject a product delivered to us by you under these Seller Terms; (c) you are not reasonably cooperating with an investigation by us or any law enforcement or regulatory agency; (d) you have failed to meet the agreed performance indicators; or (e) our continued provision of Services to you would expose us or other Site users to regulatory action or other material risk. Upon termination of your account, your seller account registration shall cease to exist

10.2 Termination of these Seller Terms (howsoever occasioned) shall not: (a) affect any accrued rights or liabilities of either party; (b) affect any provision of these Seller Terms that is expressly or by implication intended to continue on or after termination; or (c) require a court order.

11. CONFIDENTIALITY

11.1 For the purposes of these Seller Terms, "Confidential Information" means our (or a Site user’s) non-public, confidential, secret or proprietary material and information that has been or may be, directly or indirectly, disclosed to you or which you come into the possession or knowledge of, whether in verbal, written, graphic, electronic or other form, in connection with or as a result of entering into these Seller Terms.

11.2 You will maintain the confidentiality of all Confidential Information we may provide you or which you receive as a result of your use of the Services and will not release, disclose, use, make available or copy any such Confidential Information without our prior written consent. You may disclose Confidential Information to employees, agents or subcontractors on a need-to-know basis only. Excluded from this obligation of confidentiality is Confidential Information which: (a) is known or becomes known to you directly or indirectly from a third party source not having an obligation of confidentiality to us; (b) becomes publicly known or otherwise ceases to be secret, proprietary or confidential, except through your breach of these Seller Terms; (c) is independently developed by you; or (d) is required to be disclosed by a government authority or by law, provided that you give us reasonable prior written notice sufficient to permit us to contest such disclosure.

12. GENERAL

The provisions in the Terms of Use concerning the below clauses are hereby incorporated into these Seller Terms and any reference in the Terms of Use to “Terms of Use” shall be interpreted as “Seller Terms”. The list of clauses to be incorporated are as follows: governing law, dispute resolution, third party rights, relationship of the parties, further assurances, assignment, entire agreement, amendment, severability, force majeure, no waiver, communications; and survival.

ANNEXURE NO. 1

Product Listing Ads Service

a) During the Term and subject to the provisions of the Seller Terms, the sellers will be able to avail Aladdinne’s Product Listing Ads (PLA) Services. PLA Advertising Service is a performance-based marketing solution that allows you to advertise your products to the customers on Platform.

b) By opting for PLA, the sellers will be able to bid the maximum amount that they are willing to pay for the Keywords for the purposes of enhancing the visibility of their products. Aladdinne will determine the maximum spend limit available to a seller for the PLA Services (“PLA Spend Limit”). Within the PLA Spend Limit, the seller can select the budget they wish to allocate to PLA across multiple campaigns. The more competitive the bid, the more likely the ad is to be displayed when it matches a customer’s shopping query. PLA shall be made available on a cost-per-click (“CPC”) basis until the PLA Spend Limit is exhausted.

c) The PLA Service shall be made available through the Aladdinne Ad Manager on Aladdinne’s seller portal (Seller Lab).

d) Aladdinne does not guarantee a specific placement for the PLA Ads on the Platform.

e) The seller agrees that making a bid does not guarantee the placement of the listing as the ad slots are made available to the most competitive bids. However, the seller further agrees the most competitive bid for the selected keyword may be rejected or such listings/offers may be taken down at any time by Aladdinne in the event such ads violate the provisions of the applicable laws or any guidelines or policies in relation to such ads.

f) Aladdinne reserves the right to determine all aspects of the PLA Services and may modify, restrict, or discontinue any services and tools offered through the PLA Services at any time without notice and without liability.

g) Aladdinne has the sole right and discretion to reject or remove or suspend any ad or campaign without notice and without any liability.

Product Listing Ads Fees

PLA Fees is based on an auction system that allows sellers to avail PLA Services within the PLA budget allocated by Aladdinne. The PLA Fees shall be determined on the basis of: (a) the seller’s selection of the bid amount indicated against the Keywords, and (b) the number of stocks keeping units that it wishes to bid on for the Keywords made available by Aladdinne. Such an amount shall be reflected in the invoice issued to the seller by Aladdinne.