Seller Terms & Conditions

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You can read or download the complete Seller agreement here in pdf format.

 

Seller agreement

Reference Number: 8.7
1. Scope
1.1 These General Terms and Conditions (hereinafter “Terms”) apply to the Seller Agreement between
Topaholic Sweden (hereinafter “Topaholic”) and a marketplace seller (hereinafter the “Seller”)
(Topaholic and Seller hereinafter individually a “Party” and collectively “Parties”, as the context may
require) for the activities provided by Topaholic to the Seller of listing and selling products (hereinafter “Goods”) on and through any of the following websites: www.topaholic.com ,or any other internet
domain property of Topaholic (hereinafter the “Platform”), collecting, reconciling and executing all
Transactions involving the Seller through the Platform as a payment processing agent for the Seller, and other related content production, sales traffic activities and/or Order fulfilment activities or such
other activities provided by Topaholic to the Seller (hereinafter “Activities”), as agreed in writing
between Topaholic and the Seller. 1.2 The Seller Agreement include the Digital Goods Schedule, the Groceries Schedule and such other
schedules that may be incorporated by publication or notification in writing by Topaholic from time to
time (collectively, “Schedules”). In the event of any inconsistency between any provision in these Terms
and any provision in any ofthe schedules in relation to the subject matter of the schedule, the schedule
shall prevail. 1.3 TheSeller cannot assign, transfer or subcontract all or part of its rights and/obligations deriving from
the Seller Agreement, without the prior written consent of Topaholic. Topaholic may assign, transfer
or subcontract all or part of its rights and/or obligations deriving from the Seller Agreement and shall have the right to use any service providers, subcontractors and/or agents on such terms as Topaholic deems appropriate. 1.4 The Seller will provide to Topaholic telephone and email contact information for a designated contact
or contacts available during business hours whom Topaholic can contact regarding any of the
responsibilities arising from the SellerAgreement (including, but not limited to,ContentMaterial, sales traffic activities, stock level updating, Price updating, and Order fulfilment). 1.5 These Terms shall constitute the entire agreement between the Parties relating to the subject matter
hereof and supersedes and replaces in full all prior understandings, communications and agreements of the Parties with respect to the subject matter hereof. 1.6 Topaholic may, in its sole discretion, change any of the terms and conditions contained in these Terms, or any fees, procedures and policies governing the subject matter of the Seller Agreement (which are
incorporated by reference in the Seller Agreement), including any Schedules and Commission rates, from time to time. These changes will take effect seven (7) days from their publication on the
Topaholic University and/or Seller Centre, unless the Seller notifies Topaholic within this period that it wishes to discontinue its use of the Platform and the Activities. Seller acknowledges and agrees
that such changed or introduced procedures and policies will bind Seller upon their publication, and
Seller will implement such changes or introductions required to ensure that it complies with the
procedures and policies. PART A. PROVISIONS APPLICABLE TO THE LISTING OF GOODS ON THE PLATFORM

2. Information about the Goods, Content Material
2.1 The Seller will provide content comprising accurate and complete product information, text, images and
any other information related to the Goods for each type of Goods that the Seller makes available to be
listed for sale through the Platform or to be the subject of sales traffic activities provided by Topaholic
(“Content Material”) in the format required by Topaholic. The Seller will promptly update the Content
Material as necessary to ensure it at all times remains accurate and complete. Seller agrees that it may
from time to time request Topaholic to assist in generating the Content Material by providing input or references in relation to the courses of the product information and text images, provided that Topaholic
is not obliged to verify the accuracy, completeness and legality of the Content Material published on the
Platform upon the Seller’s request. 2.2 TheSeller will ensure thatthe Content Material and,the offer and subsequent sale of any ofthe Goods, comply with applicable laws (including all minimum age, marking and labelling requirements, product
warranties, specifications, drawings, samples and performance criteria) and do not contain any
sexually explicit (except to the extent expressly permitted in written form by Topaholic and allowed
under applicable laws), defamatory or obscene materials. 2.3 The Seller will provide the text of the Content Material and the image of the Goods to Topaholic in
accordance with Topaholic’s standard policy including:
a. Seller Stock Keeping Unit code number;
b. Brand name, product name, model, and package content;
c. Dimensions (height, length and width) expressed in centimetres and weight expressed in
kilograms;
d. Expiry date (if applicable);
e. Normal selling price; and
f. Warranty details including geographical coverage. 2.4 Unless specifically permitted by Topaholic, the Seller is prohibited from selling any of the following
Goods on the Platform (except to the extent permitted by the applicable laws of the country or
countries, where the Good is listed for sale), including:
a. Goods that are required to be certified by or registered with a government authority under
applicable laws or to obtain a distribution permit and/or other special permit from a government
authority under applicable laws;
b. Goods related to safety, security, public health and environment which are required to have
national standardization;
c. Any medicine including traditional medicine, cosmetics, food supplements, food and
beverages, telecommunication equipment and apparatus, medical equipment, medical
supplies;
d. Goods that are required to have local language (other than English) on its label, product
manual, warranty statement, and/or other parts of the product or its packaging materials, and
e. other prohibited Goods including: weapons (including firearms, air rifle and similar and related
goods), prohibited drugs, black market and imitated goods, pirated goods or copies of original
goods, counterfeits, goods containing vulgar and pornographic content, multi-level marketing, money games, alcohol and other intoxicants, protected flora and fauna (including body parts, such as claws, fangs, skins, fluids, etc.), hazardous explosives and other products that violate
applicable laws. Particularly for consumable Goods or Goods having expiration date, the Seller must ensure that it
provides Goods to the customer of the Goods (“Customer”) with a reasonable period allowing the
Customer to use such Goods before its expiration date according to applicable laws. 2.5 The Seller shall, at Topaholic’s request, provide Topaholic with any documentation and information
supporting the Seller’s right to sell the applicable Goods on or through the Platform, including but not
limited to the Seller’s right, license and/or permit to sell such Goods, any documentation or agreement
giving the Seller the right to distribute any particular item or brand of certain Goods, and if needed, the notarized copy, invoice or other proof thereof at Seller’s cost. In the event of the Seller’s improper
use of intellectual property rights or distribution rights, sale of fake or counterfeit products or products
prohibited from use, or distribution or sale under applicable laws as set forth in Article 2.4 above, Topaholic may at its sole discretion take any or all of the following actions:
a. Seller’s account on Topaholic will be deactivated permanently with immediate effect, and will be
withheld by Topaholic, including all its outstanding payables;
b. suspend such Goods from being sold on the Platform with immediate effect; c. Customers will be
informed by Topaholic of such event, and will be entitled to return the
fake/counterfeit/non-conforming Goods and to get full refund;
d. all accounts payable to the Seller as per Topaholic’s accounting including Seller Centre account
will be applied by Topaholic towards amounts to be refunded to entitled Customers and/or to
purchase substitute Goods to compensate the Customers
e. Seller may be required to complete additional training programs provided by Topaholic or a third
party designated by Topaholic;
f. OVL (as defined under Article 13.5);
g. relevant local government authorities will be informed of the infringement or any illegality;
and/or
h. Topaholic may terminate this Seller Agreement.

2.6 In case of sale of refurbished Goods, imported Goods, white label Goods, or non-OEM Goods, Seller
must comply and strictly follow Topaholic’s specific content requirements and the specific guidelines
defined for such Goods on the content production manuals. 2.7 Topaholic shall have the right to immediately suspend the listing and sale of Goods on the Platform if, at its sole discretion, it determines that any part of the Content Material is incorrect, incomplete or notin
compliance with applicable laws. 2.8 The Seller shall indemnify and hold Topaholic, its subsidiaries and affiliates harmless from and
against any and all costs (including attorney fees and court costs on an indemnity basis), expenses, fines, penalties, losses, damages, and liabilities arising out of any claim, demand or action resulting from the
inaccurate, incomplete or illegal information or otherwise relating to the Content Material provided
by the Seller. 2.9 The Seller hereby undertakes and represents that it has obtained all necessary licences, permits or
approvals required for the listing and sale of the Goods on and through the Platform, for any country or
countries, where the Goods are listed for sale, prior to the listing of Goods on the Platform. 2.10 The Seller may not in its own capacity or request Topaholic to provide any Content Material, or seek
to list for sale on the Platform any Goods, or provide any uniform resource locator marks (“URL Marks”)
for use on the Platform, or request that any URL Marks be used on the Platform, unless the Seller has the
right to publish the Content Material and has the right and license to sell such Goods under applicable
laws. 2.11 Content Material must be provided in the language requested by Topaholic and, to the extent
required by applicable law, in English and/or in the language of the country or countries in which the
Goods are available to be listed for sale through the Platform. Topaholic may from time to time arrange
for the translation of the Content Material into local language of the country or countries in which Goods
are
available to be listed for sale through the Platform. Topaholic is not required to verify the accuracy of the
translation process and in no event shall Topaholic be made liable for any errors or omissions arising from
translating the Content Material into the relevant local languages. 2.12 The Seller may in its own capacity or request Topaholic to add text, disclaimers, warnings, notices,
labels or other Content Material required by applicable law to be displayed in connection with the offer, merchandising, advertising or sale of the Goods. 2.13 The Seller grants Topaholic a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right
and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative
works of, and otherwise commercially or non-commercially exploit in any manner, any and all of the
Content Material provided by the Seller, and to sublicense the foregoing rights to the affiliates and
operators of Topaholic including right to use and reproduce the Content Material for similar products;
provided, however, that Topaholic will not alter any of the trademarks from the form provided by the Seller
(except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions
of such trademarks remain the same) and will comply with the removal requests of the Seller as to specific
uses of such trademarks made available by the Seller pursuant to these Terms; provided further, however, that nothing in these Terms will prevent Topaholic from using the Content Materials withoutthe consent of
the Seller to the extentthat such use is permissible without a license from the Seller or the affiliates of the
Seller under applicable laws. 2.14 Topaholic may use mechanisms that rate, or allow Customers to rate or review, the Goods of the
Seller and/or the performance of the Seller as a seller and Topaholic may make these ratings and reviews
publicly available. Topaholic shall not be responsible for the reviews and ratings generated by the
mechanisms or Customers, in respect of any Goods and/or the performance of the Seller. 2.15 Notwithstanding any provision of these Terms, Topaholic will have the right, in its sole discretion, to determine the functionality of the Platform including ContentMaterial, structure, appearance, design, and all other aspects of the Platform, the selling through the Platform, as well as , if any, sales
traffic activities, (including the right to re-design, modify, remove or alter the content, appearance, design, meta-tags, titles, mark-ups, style sheets, scripts, applications, internal and external links
and other aspects of, and prevent or restrict access to the Platform and any element, aspect, portion
or feature thereof (including any product listings), from time to time). 2.16 Topaholic may, with prior written notice given to the Seller, inspect the Seller’s Goods and any
storage, facility and/or warehouse in which the Goods are stored or located to ensure the Seller’s
compliance with these Terms and applicable laws.

3 Sales traffic activities
3.1 Topaholic may provide to theSeller dedicated sales traffic activities (hereinafter “Sales Traffic Activities”).

3.2 Topaholic shall have the right, in its sole discretion, to decide the scheduling and the relevant share
for each one of the specific Sales Traffic Activities, unless otherwise agreed in written formby the
Parties. 3.3 The Seller will not, directly or indirectly, engage in any fraudulent, impermissible, inappropriate or
unlawful activities in connection with the Seller’s participation in or use of the Sales Traffic Activities,
including:
a. generating fraudulent, repetitive or otherwise invalid clicks, impressions, queries or other
interactions, whether through the use of automated applications or otherwise;
b. other than through reporting offered by Topaholic under the Sales Traffic Activities, collecting
any user information, indexing or caching any portion from the Platform, whether through the
use of automated applications otherwise;
c. targeting communications of any kind on the basis of the intended recipient being a user of the
Platform;
d. interfering with the proper working of the Platform, the Activities or Topaholic’s systems;
e. transmitting any viruses, Trojan horses or other harmful code; or
f. attempting to bypass any mechanism Topaholic uses to detect or prevent such activities. 3.4 Unless otherwise prohibited under applicable laws, Sales Traffic Activities shall be considered, in
accordance to these Terms, as a part of the Activities provided by Topaholic to the Seller. 3.5 Parties agree that any other sales traffic activities not governed under these Terms shall be subject to separate terms and conditions to be mutually agreed between the Parties.

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

b. Seller’s Goods will be suspended from being sold on the Platform with immediate effect. c. Seller’s Goods will be suspended from being sold on the Platform with immediate effect. 4.3 To the fullest extent permitted by law, the Seller’s Listing Price posted on the Platform shall always
conform to Topaholic’s pricing policies in effect. In the event the Seller breaches any of such pricing
policies, Topaholic may at its sole discretion take any or all of the following actions:
a. Seller’s Goods will be suspended from being sold on the Platform with immediate effect;
b. Seller’s account on Topaholic will be deactivated permanently with immediate effect;
c. Seller’s account will be withheld by Topaholic, including all its outstanding payables;
d. OVL (as defined under Article 13.5); and/or
e. Seller will be required to pay a penalty fee, the amount of which shall be determined by Topaholic. 4.4 Seller shall be fully responsible for any error or mistake in the Listing Price posted on the Platform. An
Order placed based on the Listing Price posted by the Seller is binding to the Seller and the Seller shall
sell the applicable Good at such Listing Price to the Customer. In case the Seller fails to comply with
this Article, the Seller shall, upon Topaholic’s request:
a. fulfil all Orders made on the Platform at the Listing Price;
b. Seller’s account on Topaholic will be deactivated permanently and with immediate effect; and/or
c. pay a penalty fee, the amount of which shall be determined by Topaholic.

5 Suspension of Listing of Goods on the Platform
5.1 Notwithstanding any provision in these Terms, Topaholic will have the right, in its sole discretion, to
delay or suspend listing of, or to refuse to list, or to de-list, or to require the Seller not to list, any or all
Goods that the Seller makes available to be listed for sale through the Platform or be subject to Sales
Traffic Activities, if any, provided by Topaholic. 5.2 The Seller shall not open multiple shops on the Platform, or list duplicate Stock Keeping Units. In the
event of a breach by the Seller of this provision, Topaholic may, at its sole discretion, suspend the
Seller’s listing of Goods on the Platform, or deactivate the Seller’s account(s). PART B. PROVISIONS APPLICABLE TO THE SALES OF GOODS ON THE PLATFORM

6 Access to IT tools
6.1 Any password provided by Topaholic to the Seller may be used only during the period the Seller is
permitted to use the Platform, manage the catalogue of Goods listed on the Platform, update
information about the Goods (e.g. availability status, stock levels and Prices), electronically accept
and fulfil the Orders (as defined in Article 7.1 below) and review the all completed transactions in the
Seller’s account (“Transactions”). 6.2 The Seller is solely responsible for maintaining the security of its password. The Seller may not disclose its
password to any third party (other than third parties authorized by Topaholic to use its account in
accordance with these Terms) and is solely responsible for any use of or action taken by those using its
password. If the Seller is of the view that the password is compromised, the Seller must immediately
change it. 6,3 The Seller may manage its information, listings and Orders on Seller Centre (and the various country- specific domains).

7 Customer information and Customer Service
7.1 Topaholic will own all the account information about Customers of Goods through the Platform
(hereinafter “Customer Information”), the information about the sale of Goods to Customers through
the Platform (hereinafter “Order”) and information related to the Orders including payments, Activity
Fees (as defined in Article 12.1 below), disbursements, refunds, penalties and adjustments, and
Topaholic will not be liable to pay any royalties or fees to the Seller in connection with the use of any
such Customer account information. 7.2 The Seller will not confirm Orders, deliveries or give any further information about the fulfilment of the
Orders to the Customer, including by mail, email, telephone, fax or any other means of communication
other than via Topaholic. 7.3 Topaholic will be responsible for and have sole discretion to deal with Customers relating to Orders. 7.4 Topaholic will have the right to determine at its sole discretion, according to Topaholic’s policy, whether a Customer will receive a refund, adjustment or replacement and to require the Seller to
reimburse Topaholic if Topaholic determines that the Seller shall refund, adjust or replace the
applicable Good in accordance with theseTerms. 7.5 Seller shall utilise Customer Information disclosed by Topaholic to Seller or to which Seller has otherwise
collected or obtained access to pursuant to or in connection with the Seller Agreement, solely for
purposes of performing the Seller’s obligations under the Seller Agreement, and shall not sell, assign,
license, publish, lease or otherwise commercially exploit any Customer Information or utilize Customer
Information in any manner for its own benefits or carry out any data mining, data compilation or data
extraction for the purposes of statistical or trade analysis or otherwise, based on or in connection with
the Customer Information. All Customer Information shall not be disclosed to any third party without the prior written consent of Topaholic, and shall be disclosed within Seller’s organisation only on a need-
to-know, confidential basis. Seller acknowledges and agrees that any failure by it to comply with this

Article 7.5 shall constitute a material breach of the Seller Agreement.

8 Order verification
8.1 Topaholic may in its sole discretion withhold for investigation and/or refuse to process any Order. Topaholic may use the support of one or more third-party processors or financial institutions or such
other service providers in connection with the Platform.

8.2 The prices indicated in the Order shall not be subject to any variations and, unless otherwise agreed in writing, shall include fulfillment costs (e.g.,packaging, storing or delivery costs) according to the model to fullfil the Orders of the Goods, as agreed between the Seller and Topaholic, as well as charges, Activity Fees and risks, if any, related to the fulfillment, Activities and payment method of the Order. Topaholic shall have the right to reject any particular form of Order or payment for the Goods, and not to
honour or accept any discounts, coupons, gift certificates, or other offers or incentives made available
by the Seller. 8.3 Topaholic (directly or indirectly through a third party at its sole discretion) will bear the risk of credit
card fraud (e.g.fraudulent purchases arising from the theft or unauthorized use of a Customer’s credit
card information) occurring in connection with the transactions, except with respect to Transactions
that the Seller does not fulfil in accordance with the Order information. The Seller will bear all other
risk of fraud or loss. The Seller will promptly inform Topaholic of any changes to the nature or
specifications of the Goods, or any pattern of fraudulent or other improper activity with respect to
any of the Goods that may result in a higher incidence of fraud or other impropriety associated with
Transactions involving the Goods. 8.4 Topaholic may, from time to time and on such terms as it may prescribe, collect shipping fees from
the Customers on the Seller’s behalf. In the event shipping fees are collected from the Customers on
the Seller’s behalf, the Seller shall reduce the Listing Price for the Goods accordingly. If so required
under the applicable laws, the Customer or Topaholic, the Seller shall issue an invoice for the
shipping fees collected by Topaholic on behalf of the Seller.

 

9 Order fulfillment

9.1 Unless specifically permitted and/or directed by Topaholic, the Parties agree that the order fulfillment
model for all Goods shall be “Topaholic Global Shipping”, which shall be governed by and subject to the Topaholic Global Shipping Agreement and Cross Border Logistics Services Agreement executed
by the Seller and the appointed logistics provider (“Cross Border Logistics Services Agreement’ shall
refer to both of these agreements). If specifically permitted and/or directed by Topaholic, the Seller
may be permitted to use the order fulfillment model of “Fulfilment by the Seller”, also known as
drop-shipping by the Seller. 9.2 TheSeller shall be responsible for fulfilling all Orders forGoods in the quantity sold through the Platform
and/or as communicated by Topaholic. All Orders will be final and may not be cancelled or revoked by
the Seller except as otherwise provided for in these Terms. 9.3 Topaholic will provide to the Seller information in relation to each Order for Goods made through the
Platform, and support with the coordination of post sales activities including answering customer
enquiries and processing returns. 9.4 The Seller undertakes that it will fully comply with all applicable laws relating to the sale of the Goods
though the Platform under the agreement between the Seller and the Customer concerning the
supply of the Goods, which is the scope of the Order (“Customer Agreement”) (including, but not
limited to consumer protection regulations and all local regulations regarding importation of goods
and/or services of applicable country, and all local regulations relating to the shipment of prohibited
items in all applicable countries). In the event that the Seller violates this Article, the Seller shall
indemnify and hold Topaholic harmless for any damages, costs or and/or expenses arising out of
such violation, and Topaholic may, at its sole discretion, take any or all of the following actions:
a. Seller’s Goods will be suspended from being sold on the Platform with immediate effect;
b. Seller’s account on Topaholic will be deactivated permanently with immediate effect;
c. Seller’s account will be withheld by Topaholic, including all its outstanding payables; and/or
d. Seller will be required to pay a penalty fee,the amount of which shall be determined by Topaholic. 9.5 The Seller agrees to stop and/or cancel any Orders if Topaholic so directs, according to Topaholic’s
policy. If the Customer has already been charged for such Orders, Topaholic will execute refunds
(and any adjustments) and credit the applicable Customer account. The Seller will reimburse
Topaholic for all amounts so credited and costs associated with the refund. 9.6 If required by law, the Seller shall be responsible to take out appropriate insurance covering the events
mentioned above, as well as any other obligation under the Seller Agreement. Where required by law, the Seller shall be responsible for providing a warranty for Goods. 9.7 The Seller shall, in any case, wrap and pack the original packaging of the Goods, when preparing the
Goods for the shipment. In any case, the packaging shall guarantee the integrity of the Goods as well
as of the related original packaging. Topaholic will not be responsible for the intact preservation of
the Goods’ original boxes. It is the Seller’s responsibility to properly package each box and the
packaging materials used might include bubble wrap and/or plastic/paper coverage. Seller is
required to use additional packaging material for bulky products including refrigerator, washing
machine, dishwasher, television, air conditioner and home theatres. 9.8 If the Seller fails to ship any Order within the stipulated cut-off times in Topaholic’s delivery or
fulfilment policy, Topaholic may, at its sole discretion, cancel any Order and penalise the Seller in
accordance with the Seller Policy. 9.9 Where the fulfilment model is “Fulfilment by the Seller”,the Seller will besolely responsible for, and bear
all risk and liability for, sourcing, storing, selling, packaging and providing warranty for all Goods, aswell as delivering the Orders to the recipient and the shipping address specified in the Order in accordance
with applicable laws at all times. The Seller shall be responsible for any non-conformity or defect in, damage to, or theft of or claims regarding the sourcing, storing, selling, packaging, order processing
or failed order processing of the Goods, or other issue arising in connection with the fulfilment of the Order, except to the extent caused by:
a. credit card fraud for which Topaholic is responsible; or
b. failure of Topaholic to make available to the Seller information about the Order. 9.10 Where the fulfilment model is “Fulfilment by the Seller”, the Seller will be responsible in accordance
with Topaholic’s returns and cancellation policy, for all costs incurred to ship the Goods as well as the cost of any failed delivery (meaning any Customer Agreement which cannot be successfully fulfilled because
a) the delivery address reported on the Order is not correct; b) mistakes, errors or
inaccurate information including tracking number, shipment information provided to Topaholic and/or to third-party carrier, c) the Customer is not reachable after various attempts; or d) the Customer refuses and cancels the Order when the Good is delivered to the address specified on the Order) or
return of Goods, including cost of freight and transit insurance. The Seller shall also be responsible, at its own cost, for payment of all customs, duties, taxes and any other charges related to the
shipping and custom clearance of Goods including instances in which the relevant authority imposes
a different valuation method for assessing the value of the Goods than according to the price of the
Goods in the Order. 9.11 Topaholic shall have the right, in its sole discretion, and subject to applicable laws, to restrict the
destinations to which the Seller may ship Goods sold on or through the Platform. 9.12 Topaholic shall, under no circumstances, be listed as the importer, exporter, consignor or consignee
in any export or import documentation. If Topaholic is listed as the importer, exporter, consignor or
consignee in any export or import documentation, Topaholic shall have the right to refuse to accept
the Goods and/or cancel the Order covered by such documents and any costs assessed against or
incurred by Topaholic will be deducted from amounts payable to the Seller, or by other method at
Topaholic’s election. Moreover, if Topaholic decides, in its sole discretion, to support the Seller with
the completion of the import procedures of the carrier, or any activities arising from such
procedures, Topaholic shall have the right to deduct from amounts payable to the Seller, or by other
method at Topaholic’s election, any costs or fees or penalties assessed against or incurred by
Topaholic. 9.13 The Customer Agreement shall be fulfilled upon receipt by Topaholic of a receipt signed by the
Customer by way of acceptance, or any other way, as may be determined by Topaholic, in its sole
discretion. Topaholic shall not be a party to the Customer Agreement, and shall not be liable to any
party in relation thereto. 9.14 The title to the Goods shall remain with the Seller until the Goods have cleared all export procedures
and customs clearance at the port of export. Notwithstanding that the title to the Goods shall pass to
the the Customer upon the clearance of all export procedures and customs clearance at the port of
export, the risk of the Goods shall remain with the Seller at all times until the fulfilment of the Customer
Agreement. The Customer Agreement shall be deemed to be entered into and perfected at the
Seller’s principal place of business.

10 Returns and Failed Deliveries
10.1 The Seller will accept failed deliveries and returns if Topaholic so directs, as well as returns according
to Topaholic’s policy. Details of the returns and failed delivery policy and process (including any
changes thereto) shall be published or notified in writing by Topaholic on Seller Centre or Topaholic University. 10.2 If the Customer has already been charged for the return or failed delivery, Topaholic will execute refunds to the Customer. Topaholic will route all refunds (and any adjustments) and credit the applicable Customer account. The Seller will reimburse Topaholic for all amounts so credited. Topaholic shall have the right to modify or discontinue the mechanism for processing returns and adjustments at any time. 10.3 Topaholic may at its sole discretion coordinate the quality inspection of the returned Goods. If
Topaholic or any third party of its choice, determines during the quality inspection that the returned Good is faulty or damaged, that the Good cannot be offered to other Customers because of this fault or damage and that this fault or damage has been caused by the Customer, the Seller will not be liable to accept the returned Good. a. Seller may request for reimbursement of the full value of Goods where the returned Goods
received by the Seller fall outside of Topaholic’s return policy. The request shall be made and
dealt with in the following manner:
i. If the returned Goods have been collected or received by the Seller and the returned
Goods fall outside of Topaholic’s return policy, the Seller has to submit a written request
with supporting documentation within seven (7) days of the receipt or collection of the
returned Goods. Topaholic shall have the sole discretion to determine the outcome of
the claim raised by the Seller and Topaholic’s decision shall be deemed final.
ii. Notwithstanding the foregoing articles of this Article 10.3, any costs or expenses incurred
in connection with the return of the returned Goods, including but not limited to payment
processing costs, shall not be reimbursable to the Seller. b. The amount of reimbursement to be made by Topaholic to the Seller shall be determined by
Topaholic on a case by case basis after considering various factors, including but not limited to
the severity of the damage, the lost value of the Good and the Seller’s sales and return history. Notwithstanding the foregoing, Topahol ic may in it s sole discretion reject any
reimbursement request by theSeller. 10.4 Topaholic shall not be liable for any claims, demands, liabilities, expenses, losses, cost or damage
arising from or relating to the coordination of the delivery or the quality inspection of returned
Goods – including, but not limited to, the decay of perishable Good in respect of all direct and indirect
losses, special or consequential, including but not limited to loss of revenue, loss of business, loss of
anticipated savings or lost profits. 10.5 The Seller is responsible for any non-conformity or defect in, or any public or private recall of, any of
the Goods. The Seller will promptly notify Topaholic of any such non-conformity, defect, or public or
private recall, or the threat thereof, and cooperate and assist Topaholic in connection with any recalls,
including by initiating the procedures for returning Goods to the Seller under the standard processes
of Topaholic. The Seller will be responsible for all costs and expenses Topaholic or any of Topaholic’s
affiliates incur in connection with any recall or threatened recall of any of the Goods (including the
costs to return, store, repair, liquidate or deliver to the Seller or any vendor any of these products). 10.6 Unless otherwise agreed in writing by the Parties, Topaholic will collect, reconcile and credit to the
Seller the Commission related to any Order that is the subject of a return or failed delivery. Topaholic
will not credit to the Seller any other charges and/or fees related to any returned or failed delivery
(such as Payment Fees). 10.7 In the event the fulfilment of any Order is unable to be completed due to any circumstances, including
Order cancellation or failed delivery to the Customer (or such designated recipient stated in the
Order), the title to the Goods shall immediately revert to the Seller. The Seller shall take title of all Goods that are returned by Customers. 10.8 If, pursuant to the Cross Border Logistics Services Agreement, the Seller authorizes the appointed
logistics provider to offer a Good that is the subject of a failed delivery for fulfillment of a subsequent
Order within the same country, Topaholic will charge and reconcile:

a. Payment Fees for both the first Order that is the subject of the failed delivery and the subsequent
Order (irrespective of the success of the delivery of such Order); and
b. Commission in respect of the subsequent Order, provided that the Order is successfully
completed and delivered to the Customer.

11 Faults, defects and non-compliance of Goods
11.1 The Seller warrants that all delivered Goods will comply with the specifications listed on the Platform
and with applicable laws (that the Goods strictly conform to any and all product warranties, specifications, drawings, samples, performance criteria and all applicable quality, safety and hygiene
requirements), and will be free from faults and defects. Topaholic shall have the right to make, at any
time, directly or through a third party of its choice, a quantity and quality check and to communicate
any fault, defect or non-compliance to the Seller by any written means within thirty (30) days of the
discovery of the fault, defect or non-compliance. 11.2 In the event of any fault, defect or non-compliance with applicable laws and/or specifications listed
on the Platform in relation to Goods delivered to the Customer, Topaholic may collect such Goods
from the Customer, and all costs and expenses associated with such collection will be borne by the
Seller. 11.3 Notwithstanding anything to the contrary, Topaholic shall have the right at all times to be
compensated by the Seller for any damage suffered as a consequence of any fault, defect and
non-compliance with respect to any of the Seller’s Goods. 11.4 The Seller shall indemnify Topaholic from any cost, loss, expense or damage deriving from any
third-party claims, legal actions or proceedings brought against Topaholic and deriving from or in
connection with the sale and use of the defective, faulty and/or non-compliant Goods. 11.5 In the event that the Seller lists on the Platform any fake or counterfeit products or products prohibited
from use, distribution or sale under applicable laws, or submits any document or agreement (including
invoices) for a product that Topaholic suspects to be fake, falsified, fabricated or counterfeit, Topaholic may at its sole discretion take any or all of the actions listed under Article 2.5 above. 11.6 In the event that the Seller (i)violates any import regulation, including but not limited to the declaration
of a Good’s value to be lower than its actual value to the applicable local authority, (ii) provides an
untraceable or unidentifiable tracking number to Topaholic or its Customers, or (iii) provides a
misleading, incorrect, and/or fraudulent Goods or any such contents on the Platform, Topaholic
may at its sole discretion take any or all of the actions listed under Article 2.5 above.

12 Activity Fee
12.1 Topaholic will invoice to the Seller a fee (hereinafter “Activity Fee” or “Commission”) for the
Activities provided by Topaholic to the Seller (such as the (i) listing and publication of Goods on the
Platform, (ii) listing and publication of Content Material, (iii) Sales Traffic Activities, (iv) Order
verification and processing activities, (v) coordination of returns, cancellations and failed deliveries, and (vi)Customer and Seller support services), in accordance with applicable laws. The Commission
shall be calculated as a percentage of the Listing Price of the Good or Goods of a fulfilled Customer
Agreement (i.e., where the Order status is “delivered” on Seller Centre), and in local currency. Topaholic may, from time to time, update the Commission rates by publication and notification in
writing on Seller Centre or Topaholic University. 12.2 Unless otherwise stated, coupons and discount codes shall not be considered in the calculation of the
Commission. 12.3 Unless otherwise agreed in writing, settlement of the invoices for Activity Fees shall be effected by
setting off against funds in the Seller’s account with Topaholic.

13 Payments
13.1 Topaholic will collect all payments from the Customer (including all cash on delivery payments) as
payment processing agent for the Seller and will have the exclusive right to do so, and will remit such
funds to the Seller (directly or through an appointed payment agent) in accordance with these Terms. Topaholic may, from time to time, appoint logistics service providers/carriers of Goods to also collect payments from the Customer (including cash on delivery payments). Topaholic shall charge a fee for the order processing and payment processing activities and services carried out in respect of the
Orders (“Payment Fee”), which will be calculated as a percentage of the Listing Price of the Good or
Goods (not taking into account any coupon or discount code) of a fulfilled Customer Agreement (i.e., where the Order status is “delivered” on Seller Centre), and in local currency. Topaholic may, from time to time, update the Payment Fees by publication and notification in writing on Seller Centre and/or Topaholic University. 13.2 Topaholic will reconcile and pay to the Seller all payments and claims, subject to any refunds, and
other adjustments in accordance with these Terms (collectively, the “Payments”). Payments shall be made in accordance with the accepted payment mechanisms available on the Seller Centre, or as
agreed in writing byt he Parties. Unless otherwise stated, all Payments shall be reconciled and paid on a weekly basis, in respect of Orders that have been delivered (based on the Order status shown on Seller Centre as of thecut-off date for reconciliation). TheSeller acknowledges that the Order status on Seller Centre may be subject to delays caused by third parties or factors outside of Topaholic’s reasonable
control, and may not be updated on public holidays and weekends. In the event of any
overpayment or underpayment in respect of any Orders or Transactions (including but not limited to miscalculated fees, resolved queries and delivery status corrections), the corresponding adjustment
will be reflected in the nextPayment. 13.3 If Topaholic concludes that the actions and/or performance of the Seller, in connection with the Seller
Agreement, the Customer Agreement, and such third-party agreements relating to Seller’s obligations may result in any dispute with Customers, chargebacks or other third-party claims, or there are any sums owed by the Seller to Topaholic, or any claims of third parties against Topaholic arising from the
Seller’s performance, whether under a purchase order or under any other document, then Topaholic may, in its sole discretion, withhold any Payments for the shorter of:
a. a period of ninety (90) days following the date of suspension; and
b. completion of any investigation(s) regarding the actions of the Seller and/or performance in
connection with the Seller Agreement, Customer Agreement, these Terms and any other
document. 13.4 In case of breach of contract by the Seller, Topaholic shall, without limitation, have the right to delay
or suspend Payments. Any Payment made by Topaholic shall not in any way be considered as a
waiver of its rights under these Terms or the provisions set out in the Order. 13.5 Topaholic shall have the right to impose Order value and/or Transaction limits (“OVL”), either a
minimum limit or a maximum limit, on some or all Customers or the Seller relating to the value of any Transaction, the cumulative value of all Transactions during a period of time, or the number of
Transactions perday or other period of time. Topaholic will not be liable to the Seller:
a. if Topaholic does not proceed with an Order or Transaction that would exceed any limit
established by Topaholic; or
b. if Topaholic permits a Customer to withdraw from a Transaction because the Platform or the
Goods are unavailable following the commencement of a Transaction. 13.6 Any withholding tax payable by or on account of the Seller for any sale of goods in Sweden shall be
bornebyTopaholic Sweden ,Other thanthe withholdingtaxexpresslyprovidedherein,theSeller shall
be responsible for all other relevant taxes, duties, fees and other charges arising out of or
associated with the Payments, and the Seller undertakes to Topaholic that it shall pay all such taxes, duties, fees and other charges on time. To the extent required by law, Topaholic shall be entitled to
withhold any and all taxes in connection with the Payments. In the event that Topaholic is held liable
for any taxes in connection with the Payments, the Seller shall indemnify Topaholic for such tax
liability irrespective of when such tax liability is assessed. In the event that Topaholic is held liable for
any taxes or held as a tax agent of the Seller in connection with the Payments, the Seller shall
indemnify Topaholic for such tax liability or tax compliance costs irrespective of when such tax liability
is assessed. 13.7 Any inquiry or complaint about the payment of an Order shall be received by Topaholic within one
hundred and twenty (120) calendar days after the Order date. Topaholic will not accept any queries
regarding an order after this point and Seller waives the right to dispute any charges not disputed
within this timeframe. 13.8 As a payment processing agent, Topaholic shall take no responsibility with respect to the legality of
the payment transactions between the Customer and the Seller relating to the Orders made through the platform. The seller undertakes that all payment transactions are in compliance with the
applicable laws(including anti-laundering regulation)
13.9 The Seller shall produce a tax invoice (in accordance with the applicable laws) and physically send it to the respective customers for every successful sale. Seller agrees that it is the Seller’s responsibility to determine whether Seller Taxes apply to the Transactions and to collect, report, and remit the correct
Seller Taxes to the appropriate tax authority, and that Topaholic is not obligated to determine

whether Seller Taxes apply and is not responsible to collect, report, or remit any sales, use, or similar
taxes arising from any Transaction. “Seller Taxes” means any and all sales, goods and services, use, excise, import, export, value added, consumption and other taxes and duties assessed, incurred or
required to be collected or paid for any reason in connection with any advertisement, offer or sale of
products by the Seller. 13.10 Topaholic may, from time to time, on a goodwill basis, extend a rebate or discount to the Seller in
respect of any Commission payable to Topaholic, or any shipping or fulfilment fees payable by the
Seller to an affiliate of Topaholic. The terms of such rebate or discount (including the rates, scope
and duration of the rebate or discount) shall be determined by Topaholic in its sole discretion, and
shall be notified in writing to the Seller by Topaholic publishing the same on the Seller Centre and/or
Topaholic University. Where required by any applicable law, the Seller agrees that Topaholic may
generate an invoice (in the Seller’s name) to give effect to the rebate and discount extended by
Topaholic.

14 Seller Policy
14.1 If the Seller violates any obligation under the Seller Agreement or Topaholic’s policies, the Seller shall be penalized in accordance with the Seller Policy and the applicable policies (as published on the Topaholic guidelines or Seller Centre from time to time).

15 Organization and independence of the Seller
15.1 Topaholic is not a party to Transactions between Customers and the Seller, and the Seller hereby
releases Topaholic (and its affiliates, agents and employees) from Claims (as defined in Article 15.3
below), demands and damages (actual and consequential) of any kind and nature, known and
unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way
connected with such transactions. 15.2 The Seller and Topaholic are independent contractors, and nothing in the Seller Agreement will
create any partnership, joint venture, agency, franchise or sales representative relationship
between the Parties. The Parties mutually acknowledge that the Seller Agreement shall not cause the
establishment of any direct relationship of employment between Topaholic and persons who provide
support to the Seller. The Seller will have no authority to make or accept any offers or
representations on behalf of Topaholic. 15.3 The Seller releases Topaholic and agrees to indemnify, defend and hold harmless Topaholic (and
officers, directors, employees and agents) against any claim, loss, damage, settlement, cost, expense, civil fine, penalty or other liability (including, without limitation, attorney’s fees) (each, a
“Claim”) arising from or related to:
a. The actual or alleged breach or failure to comply by the Seller and/or its employees, agents or
contractors of any obligations in the Seller Agreement or the Customer Agreement;
b. Any sales channels of the Goods owned or operated by the Seller (including the offer, sale,
fulfillment, refund, return or adjustments thereof), the Content Material of the Seller, any actual
or alleged infringement of any intellectual property rights by any of the foregoing, and any
personal injury, death or property damage related thereto;
c. The taxes of the Seller, or any tax compliance costs in relation to such taxes of the Seller; or
d. One or more third parties taking legal action against Topaholic arising out of or connected with
the Seller Agreement. 15.4 Notwithstanding any other provision in these Terms to the contrary, nothing contained herein shall
oblige Topaholic or Seller to engage in any action or omission to act which would be prohibited by or
penalized under applicable laws. 15.5 If at any time Topaholic reasonably determines that any indemnified Claim might adversely affect
Topaholic, Topaholic may take control of the defines at the expense of the Seller. The Seller may not
consent to the entry of any judgment or enter into any settlement of a Claim without the prior consent
by Topaholic in writing, which consent may not be unreasonably withheld. 15.6 These Terms will not create an exclusive relationship between Topaholic and the Seller. Nothing
expressed or implied in these Terms is intended or shall be construed as giving any person other than
the Parties hereto any legal right, remedy, or Claim under or in respect of these Terms. These Terms and all of the representations, warranties, covenants, conditions, and provisions hereof are intended
to be and are for the sole and exclusive benefit of Topaholic and the Seller. 15.7 As between the Seller and Topaholic, the Seller will be solely responsible for all obligations
associated with the use of any third-party service or feature that the Seller permits Topaholic to use
on its behalf, including compliance with any applicable terms of use. 15.8 The aggregate liability (inclusive of interest and legal and other costs) of Topaholic to the Seller in
each one (1) year in respect of all Claims arising under or in connection with this Seller Agreement
(whether by reason of any negligence by Topaholic or any of its employees or agents, any
non-fraudulent misrepresentation, any breach of contract or an express or implied warranty, condition or other term of this Seller Agreement, breach of statutory duty, or any duty at common law
or under the terms of any indemnity given by Topaholic or otherwise) will not in any event exceed the
sums paid by Topaholic to the Seller under this Seller Agreement in the three (3) month period
preceding the Claim. In no event will Topaholic be liable for indirect, incidental, special or
consequential damages, including loss of use, loss of profits or interruption of business, howsoever
caused or on any theory of liability. 15.9 Seller will insure or self-insure its obligations under the Seller Agreement and the Customer Agreements
and, upon request by Topaholic, will immediately forward a copy of the said insurance policy to
Topaholic. 15.10 Topaholic will, at the Seller’s costs and expenses, reasonably cooperate with Seller with respect to
any such claim, demand, or action in all respects, including, but not limited to by notifying Seller
within fourteen (14) days of receiving any lawsuit or notice of potential claim; by
removing product information and/or photographs from Topaholic’s websites at Seller’s request;
and by providing Seller with access to materials and witnesses Topaholic deems relevant. Both
Parties will neither make nor accept any settlement offer without the other Party’s consent, which
consent will not be unreasonably withheld.

16 Termination and Withdrawal
16.1 Topaholic has the right to unilaterally and immediately terminate the Seller Agreement and these
Terms upon the occurrence of any of the following events:
a. the Seller being in breach of any obligation or warranty under the Seller Agreement and failing
to remedy the same within seven (7) days from receipt of a written notice from Topaholic of
such breach;
b. in the event of the Seller’s improper use of intellectual property rights or distribution rights, sale of fake or counterfeit products or products prohibited from use, or distribution or sale under
applicable laws as set forth in Article 2.4 above;
c. the Seller passing a resolution for its winding up or a court of competent jurisdiction making an
order for the Seller’s winding up or dissolution;
d. the making of an administration order in relation to the Seller or the appointment of a receiver
over, or an encumbrance taking possession of, or selling any of the Seller’s assets;
e. the Seller making an arrangement or composition with its creditors generally or applying to a
Court of competent jurisdiction for protection from its creditors;
f. the Seller ceasing or threatening to cease to carry on business; or
g. Notwithstanding the foregoing, Topaholic will have the right to unilaterally terminate the
Seller Agreement and these Terms without cause, at Topaholic’s sole discretion, within fourteen
(14)days from the date on which Topaholic gives written notice of such termination. 16.2 The Seller has the right to unilaterally terminate the Seller Agreement within fourteen (14) days after the
occurrence of any of the following events:
a. Topaholic delaying payment for more than thirty (30) days without valid reason according to
these Terms;
b. the making of an administration order in relation to Topaholic or the appointment of a receiver
over Topaholic’s assets;
c. Topaholic making an arrangement or composition with its creditors generally or applying to
a Court of competent jurisdiction for protection from its creditors;
d. Topaholic ceasing or threatening to cease to carry on business; or
e. Notwithstanding the foregoing, the Seller will have the right to unilaterally terminate the Seller
Agreement and these Terms without cause, at Seller’s sole discretion, within fourteen (14) days
from the date on which the Seller gives written notice of such termination. 16.3 Before termination of the Seller Agreement, the Seller shall inform Topaholic of all Orders which have
to be performed. For the avoidance of doubt, the Seller shall remain responsible for the fulfilment of the pending Orders according to the specific fulfilment model agreed with Topaholic. If the Seller fails
to do so, Topaholic may cancel the Orders. 16.4 If the Goods are listed for sale on the Indonesian market, the Parties agree to waive Article 1266 of the
Indonesian Civil Code to the extent that a court order is required to terminate the Seller Agreement and
these Terms.

17 Industrial and intellectual property rights
17.1 The Seller represents and warrants to Topaholic that it is the owner or has lawful rights with respect
to patents, copyrights, trade secrets, trademarks, trade names, or other intellectual property rights
relating to the Goods and the Content Material, and it is not aware of any claims made by any third
party with regard to any alleged or actual patent, copyright, trade secret, trademark, trade name, or
other intellectual property right infringement or other claim, demand or action resulting from the
Content Material, advertising, publishing, promotion, manufacture, sale, distribution or use of the
Goods, and by this representation to notinfringe onthe above mentioned rights directly or indirectly. 17.2 The Seller agrees to release, defend, protect, indemnify and hold Topaholic and its affiliates
harmless from and against any and all costs (including attorney fees and court costs on an indemnity
basis), expenses, fines, penalties, losses, damages, and liabilities arising out of any alleged or actual
patent, copyright, trade secret, trademark, trade name, or other intellectual property right
infringement or other claim, demand or action resulting from the Content Material, advertising, publishing, promotion, manufacture, sale, distribution or use of the Goods. 17.3 The Seller shall not be entitled to use any intellectual property belonging to Topaholic without
Topaholic’s prior approval in writing with respect to patents, copyrights, trade secrets, trademarks, trade names, technology and IT developments or other intellectual property rights relating to the
Goods and the Content Material.

18 Confidentiality
18.1 For purposes of these Terms, “Confidential Information” means any data or information that is
proprietary to Topaholic, its affiliates, subsidiaries or affiliated companies, and not generally known to
the public, whether in tangible or intangible form, whenever and however disclosed, including, but
not limited to:
a. any marketing strategies, plans, financial information, or projections, operations, sales estimates
and business plans relating to the past, present or future business activities of such Party;
b. any past or present performance results, including orders and volumes;
c. any plans and strategies for expansion;
d. any products or activities, and customer or supplier lists;
e. any scientific or technical information, invention, design, process, procedure, formula,
improvement, technology or method;
f. any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; and
g. any other information that should reasonably be recognized as confidential information of the
disclosing party. Confidential Information need not be novel, unique, patentable, copyrightable

or constitute a trade secret in order to be designated Confidential Information. 18.2 The Seller shall not disclose Confidential Information, except with the prior written consent of Topaholic. The Seller may only use the Confidential Information for the purpose of performing the
Seller Agreement, and not for any other purposes. Notwithstanding the foregoing, the Seller may
disclose Confidential Information with prior written notice to Topaholic for any of the following reasons:
a. to comply with the mandatory provisions of applicable laws or the rules of any recognised
jurisdiction;
b. the information is properly disclosed to the professional advisers, auditors or bankers of the Seller, provided that the recipient first agrees not to disclose the information;
c. the information is in the public domain, other than through a breach of this article;
d. for the purposes of any arbitration or legal proceedings arising from the Seller Agreement; and
e. to any governmental authority at their request. 18.3 The rights and obligations of the Seller under this Article 18 shall survive termination of the Seller
Agreement.

18.4 Return of Confidential Information:
a. The Seller shall return and deliver to Topaholic all tangible material embodying the
Confidential Information provided hereunder and all minutes, notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving therefrom and all other
documents or materials (hereinafter “Notes”) (and all copies of any of the foregoing, including
copies that have been converted to computerized media in the form of image, data or word
processing files either manually or by image capture, (hereinafter “Copies”)) based on or
including any Confidential Information, in whatever form of storage or retrieval, upon the earlier
of:
i. the expiration or termination of the Seller Agreement), whichever is earlier; or
ii. at such time as Topaholic may so request. The return of such documents must be performed within twenty-four (24) hours after the
occurrence of the events referred to above. b. However, the Seller may retain such of Topaholic’s documents as is necessary to enable it to
comply with its document retention policies. Alternatively, the Seller, with the written consent of
Topaholic may (or in the case of Notes, at the Seller’s option) immediately destroy any ofthe
foregoing embodying Confidential Information (or the non-recoverable data
erasure of computerized data) and, upon request, certify in writing such destruction by officer
oftheSeller supervising the destruction. 18.5 No specific warranties are made in relation to the Confidential Information by either Party under these
Terms. The Seller understands that no representation or warranty as to the accuracy or completeness
of the Confidential Information is being made by Topaholic.

19 Force Majeure
a. Topaholic shall not be liable to Seller or be deemed to be in breach of the Seller Agreement by
reason of any delay in performing or any failure to perform any of Topaholic’s obligations if the
delay or failure was due to any event or cause beyond Topaholic’s reasonable control (each an
event of “Force Majeure”). Without prejudice to the generality of the foregoing, the following shall
be regarded as events of Force Majeure: Act of God, explosion, flood, tempest, fire or accident;
b. War or threat of war, sabotage, insurrection, civil disturbance or requisition, act of terrorism or
civil unrest;
c. Acts, restrictions, regulations, bylaws, prohibitions or measures of any kind on the part of any
governmental, parliamentary or local authority:
d. Import or export regulations or embargoes;
e. Interruption of traffic, strikes, lock-outs or other industrial actions or trade disputes (whether
involving employees of Topaholic or of a third party);
f. Health epidemics declared by the World Health Organization;
g. Interruption of production or operation, difficulties in obtaining raw materials labour, fuel parts or
machinery; and

h. Power failure or breakdown in machinery. 19.2 Upon the occurrence of any of the events set out in Article 19.1, Topaholic may, at its option, fully or
partially suspend delivery/performance of its obligations hereunder while such event or circumstance
continues. If any of the events set out in Article 19.1. shall continue for a period exceeding one month, Topaholic may forthwith terminate the Seller Agreement upon giving notice in writing to the Seller. 19.3 The Seller shall not be liable for the delayed or total or partial non-fulfilment of its obligations under the
Seller Agreement if such delay or non-fulfilment is due to an event of Force Majeure. In case the event
of Force Majeure prevents the Seller from performing its obligations for more than five (5) consecutive
days, Topaholic shall be entitled to terminate the Seller Agreement.

20 Miscellaneous
20.1 Compliance with law: In its performance under the Seller Agreement or any Customer Agreement, Seller shall strictly comply with all applicable laws, treaties, ordinances, codes and regulations, and
specifically with any personal data protection, import and export, and health, safety and
environmental, laws, ordinances, codes and regulations of any jurisdiction (whether international, country, region, state, province, city, or local) where this Seller Agreement may be performed. Upon
Topaholic’s written request, Seller shall provide any written certification of compliance required by
any federal, state, or local law, ordinance, code, or regulation. For avoidance of doubt, Seller shall
only use and/or disclose personal data received from Topaholic solely for the purpose of performing
its obligations under this Seller Agreement or any Customer Agreement and in accordance with the requirements under the applicable personal data protection laws and regulations and in a manner
that ensures Topaholic remains in compliance with the requirement under the applicable personal
data protection laws and regulations. 20.2 The actual or future invalidity or ineffectiveness of one or more provisions in these Terms shall not affect
the validity or effectiveness of the whole document. 20.3 The failure of a Party to exercise its rights in case of breach of contract by the other Party shall not be
considered as a waiver of its rights under these Terms or under the applicable laws. 20.4 The singular of terms used in these Terms includes the plural and vice versa, unless the context otherwise
requires. 20.5 Any reference to national, provincial, local or foreign rules or provisions are meant to also include all
provisions and regulations issued pursuant to such provisions, unless the context otherwise requires. 20.6 These Terms may not be modified except by an instrument in writing signed by the duly authorized
representatives of theParties. 20.7 The terms and conditions of Articles 15.3, 15.5, 15.8, 16.3, 17 and 18 shall survive the termination for any
reason whatsoever of the Seller Agreement.

21 Applicable law and dispute resolution
21.1 These Terms are governed by the laws of Sweden.

22 Anti-Bribery and Corruption
22.1 The Seller represents that it is familiar with the all applicable anti-bribery and corruption laws in any
business dealings and activities undertaken in connection with the Seller Agreement and Customer
Agreement,  and will not undertake any actions that may violate such anti-bribery and corruption laws. 22.2 If the Seller fails to comply with any of the provisions of the Seller Agreement (irrespective of the size, nature or materiality of such violation), such failure shall be deemed to be a material breach of the
Seller Agreement and, upon such failure, Topaholic shall have the right to terminate the Seller
Agreement with immediate effect upon written notice to Seller, without penalty or liability of any
nature whatsoever. 22.3 The Seller shall comply, and shall ensure that each of its principals, owners, shareholders, officers, directors, employees and agents complies, with all applicable anti-bribery and corruption laws in any
business dealings and activities undertaken in connection with the Seller Agreement and Customer
Agreement.

 

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