This Reseller Subscription Agreement (“AGREEMENT”) is made and entered into this _______________ (“EFFECTIVE DATE”), by and between ______________ (“PROVIDER”), and ____________________ (“CLIENT”), each a “Party”, and collectively, the “Parties”.
- Scope of the AGREEMENT
Subject to the terms and conditions hereof, during the term hereof, PROVIDER hereby grants to CLIENT solely for its internal business purposes (and not for redistribution, remarketing, or time sharing) a non-exclusive and non-transferable, limited license to have access to the number of inventory available for selling (“FEATURE”) through the synchronization of the existing PLATFORM (e.g. Lazada, Shopee, etc.) to the software specifically identified by the PROVIDER (“APPLICATION”).
- Use of the APPLICATION
2.1 On or before the EFFECTIVE DATE, SUPPLIER will synchronize the PLATFORM that the RESELLER is using to the SUPPLIER’S APPLICATION to allow the RESELLER to view its allocated inventory available for selling.
2.2 PROVIDER reserves the right to modify, suspend, or discontinue, temporarily or permanently, the FEATURE, the APPLICATION or any service to which it connects, with or without notice and without liability to the CLIENT.
2.3 CLIENT shall use commercially reasonable efforts to prevent unauthorized access to or use of the FEATURE and shall notify SUPPLIER promptly of any such unauthorized access or use. The CLIENT shall not, nor shall it allow or assist others license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the FEATURE or make it available to any third party.
2.4 PROVIDER reserves the right to internally monitor CLIENT’s usage of the FEATURE.
- Fees and Payment
3.1 Subscription Fee. CLIENT shall pay to PROVIDER a subscription fee either monthly or annually depending on the chosen store and subscription
- Sneaker Head – Ten Thousand Pesos (P10,000.00)/month or One Hundred Thousand Pesos (P100,000)/yearly
- Sleep Essentials Plus – Twelve Thousand Pesos (P12,000.00)/month or One Hundred Twenty Thousand Pesos (P120,000)/yearly
- Super Deal – Twelve Thousand Nine Hundred Ninety Nine Pesos (P12,999)/month or One Hundred Twenty Nine Thousand Nine Hundred Ninety Pesos (P129,990)/yearly
- Motorz – Five Thousand Nine Hundred Ninety Nine Pesos (P5,999.00)/month or Fifty Nine Thousand Nine Hundred Ninety Pesos (P59,990)/yearly
- Lashtab – Three Thousand Nine Hundred Ninety Nine Pesos (P3,999.00)/month or Thirty Nine Thousand Nine Hundred NinetyPesos (P39,990)/yearly
- Maxvalue – Six Thousand Pesos (P6,000.00)/month or Sixty Thousand Pesos (P60,000)/yearly
- Everwear– Three Thousand Nine Hundred Ninety Nine Pesos (P3,999.00)/month or Thirty Nine Thousand Nine Hundred NinetyPesos (P39,990)/yearly
- Baby Wise – Five Thousand Nine Hundred Ninety Nine Pesos (P5,999.00)/month or Fifty Nine Thousand Nine Hundred Ninety Pesos (P59,990)/yearly
- Flash Deal – Fifteen Thousand Nine Hundred Ninety Nine Pesos (P15,999.00)/month or One Hundred Fifty Nine Thousand Nine Hundred Ninety Pesos (P159,990.00)/yearly
- Bazaar – Fifteen Thousand Nine Hundred Ninety Nine Pesos (P15,999.00)/month or One Hundred Fifty Nine Thousand Nine Hundred Ninety Pesos (P159,990.00)/yearly
- SuperStore- Three Thousand Nine Hundred Ninety Nine Pesos (P3,999.00)/month or Thirty Nine Thousand Nine Hundred Ninety Pesos (P39,990.00)/yearly
for the use of the FEATURE. Payment obligations are non-cancellable, and fees paid are non-refundable.
3.2 Billing and Payment. The service fees will be billed by PROVIDER in advance on a monthly/yearly basis. Billed service fees are due every thirty (30) days from the previous billing, if CLIENT has chosen monthly payment, and three hundred and sixty five (365) days if CLIENT has chosen a yearly subscription. CLIENT is responsible for providing complete and accurate billing and contact information to PROVIDER and notifying the same of any changes to such information.
3.3 Taxes. All fees are exclusive of VAT, and other taxes or duties, if applicable, which shall be added to SUPPLIER’s billing at the applicable rate. If applicable, the RESELLER may deduct 2% Expanded Withholding Tax from the amount billed by SUPPLIER. The corresponding BIR Form 2307 should be issued by the CLIENT to the PROVIDER within twenty (20) days from the end of the quarter or upon the PROVIDER’s request.
3.4 Suspension of FEATURE. If any amount owing by CLIENT under this AGREEMENT is overdue, PROVIDER may, without liability to CLIENT and without limiting PROVIDER’s other rights and remedies, suspend the use of the FEATURE to CLIENT until such amounts are paid in full. Suspension of use of the FEATURE to CLIENT may also be done by PROVIDER if CLIENT violates the terms and conditions of Lazada and Shopee marketplaces. PROVIDER will give CLIENT __ business days’ prior written notice that CLIENT’s account is overdue before suspending the FEATURE.
CLIENT acknowledges and agrees that ownership to the FEATURE is not transferred to the CLIENT but merely the right to use the FEATURE. All rights not expressly granted by PROVIDER to CLIENT under this AGREEMENT are reserved to PROVIDER.
5.1 Each party undertakes not to disclose confidential information (e.g. terms and conditions hereof, PROVIDER’s technology, business, APPLICATION and the technical specifications, CLIENT data, and CLIENT’s business and technical information) disclosed to it to any third party without the prior written consent of the other Party. If the information is disclosed verbally, it shall be expressly identified as confidential.
5.2 Each Party is responsible for complying with any obligations applying to it under applicable data privacy laws and regulations.
5.3 CLIENT hereby appoints PROVIDER as data processor under the Laws to handle and process personal data belonging to or processed by CLIENT, including personal data belonging to its customers, consultants, employees and/or relating to any individual identified or identifiable through the FEATURE only for limited purposes of performing PROVIDER’s rights and duties under this AGREEMENT and/or any other instructions of the CLIENT.
PROVIDER shall implement and maintain reasonable administrative, physical, and technical safeguards for the protection of the security, confidentiality and integrity of CLIENT data from unauthorized access. Nothing in this Agreement, however, shall be deemed to diminish CLIENT’s responsibility for complying with applicable laws or industry standards as to the appropriate level of security that is required for the protection of CLIENT data.
- Term of this AGREEMENT
7.1 Terms. The Term of this AGREEMENT shall commence as of the EFFECTIVE DATE and shall, subject to earlier termination as provided herein, continue for a period of one (1) CONTRACTUAL MONTH/YEAR (depending on selection). Any amendments to this AGREEMENT shall not be effective unless made in writing and executed by both parties.
7.2 Termination. The PROVIDER may, in its sole discretion, at any time and for any or no reason, suspend or terminate this AGREEMENT with or without prior notice.
7.3 This AGREEMENT will automatically terminate immediately, without prior notice from the PROVIDER, in the event that the CLIENT fails to comply with any provision of this AGREEMENT or in case any of the following conditions are met:
- Changing of bank details
- Willful deception aimed at depriving someone of money
- Violation of marketplace (Lazada, Shopee, Shopify) policies and terms of service
- Violation of supplier’s ceiling/terms clause
- Violation of supplier’s terms and conditions
- Dropping prices below pass-on cost
- Using free shipping and voucher below pass-on cost
- Rate of cancellation exceeding 15%
- Changing of RTS (ready to ship) status
- Changing the SRP of the Supplier (STRICTLY FOR SUPER STORE)
- Changing images and brand name (FOR SUPER STORE)
7.4 Upon termination of this AGREEMENT, CLIENT shall cease all use of the FEATURE and delete all copies of the PLATFORM with such FEATURE from its mobile device or computer.
7.5 CLIENT is permitted to (applicable for subscriptions NOT under Super Store):
- Change prices, provided prices are no lower than the item’s cost of goods
- Edit pictures of product in the product posting
- Rebrand and alter brand name and image
- Redesign content and change wording, provided the dimensions and details of the product remain the same
7.5 Agreement for Super Store Subscription. Super Store allows dropshippers to sell items with their brands, images and SRP but will not issue Official Distributor Permit. Super Store has commission and may vary for each supplier (will depend if they will give)
- Medika- 25%
- Leads- 20%
- SunMum 15%
- Maybelline – 10%
- L’Oreal – 10%
- Garnier – 10%
- BeUtify – 30%
- Unilever – 10%
- Whatadeal Inc. – 10%
- Bayani Brew – 10%
- Dentiste and Conceal – 15%
RESELLER shall indemnify and defend, at RESELLER’s sole cost and expense, and hold harmless SUPPLIER and its representatives from all actions, claims, damages, costs, expenses (including reasonable legal and experts’ fees and costs) and losses whatsoever that SUPPLIER or any of its representatives incur arising out of or in connection with RESELLER’s unauthorized use, misuse, or infringement of the FEATURE.
- Governing Law and Jurisdiction
This AGREEMENT is governed by, and construed in accordance with, the laws of the Philippines] without regard to its conflict of laws principles. Any dispute regarding the validity, interpretation, termination and performance under any Agreement will be brought before the competent Courts of Quezon City.
- Force Majeure
In no event shall the PROVIDER be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services.
Each Party warrants its authority to enter into this Agreement and that the person(s) who executed this Agreement for and in its behalf is/are duly authorized to do so.