In order to sell on Lepifany.com marketplace and use our online services and website to offer your goods and services to consumers around the world, it is required you agree to the following Terms & Conditions:
This SELLER | VENDOR | MERCHANT AGREEMENT & CONTRACT (hereinafter referred to as the “Agreement” or/and “Contract”) is entered between the “Seller”, “Vendor” or/and “Merchant”, (You as an individual, sole trader, business, company or the person(s) you are representing) and Lepifany.com, (hereinafter referred to as “Lepifany”, “Lepifany.com”, “Lepifany Website”, “Lepifany Website”, “We”, “Our”, Website”, “Platform” or/and “Us”) a website owned by Lepifany Website (Registered Company Number: 11089229) which is a Private Limited Company registered in the United Kingdom.
The Agreement shall put forward the Terms and Conditions that shall govern all the selling and online activities carried out by the Seller whilst using the services and technology provided by Lepifany.com for the term of their association with Us until terminated upon request by deleting your account, violating our Terms of Service, mutual agreement or/and membership expiration. We hold the exclusive right to reject or/and suspend any individual or/and company account and halt or restrict their account to trade or/and create an account on the Lepifany.com platform for any reason we find feasible in order to protect ourselves (Lepifany.com), our customers, the public, our staff and those directly or/and indirectly associated with Us.
The “Vendor”, “Merchant” or/and “Seller” and “Lepifany” shall hereinafter be individually referred to as “Party” and collectively as “Parties”.
A. Lepifany has its skilled expertise and knowledge in the field of providing an E-commerce platform and services to enable retailing of various products and services to consumers in Europe, Asia, United States and many other countries around the world across hundreds of categories under the Lepifany owned URL’s including but not limited to www.lepifany.com
B. We, Lepifany.com, have represented our website to the Seller through an E-commerce marketplace platform that the Seller has agreed to offer their products or/and services to potential consumers and/or businesses by agreeing to the below-written terms and conditions of the Agreement and Contract.
C. The Seller agrees to use the Lepifany.com website as is, for the purpose of selling or offering their services and products during the period they have a registered Seller Account with Us as long as they abode by the Terms of this Agreement and all its clauses.
NOW, THEREFORE in consideration of the foregoing and the mutual covenants and promises contained herein and other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Parties intending to be bound legally, agree as follows:
1. DEFINITIONS: –
1.1. “Seller”, “Vendor” and/or “Merchant”: Person or any individual, sole trader, or/and company who desires to establish an online store for selling products or/and services using the Lepifany.com platform by accepting this agreement’s Terms and Conditions.
1.2. “Seller Materials”: means all Trademarks, Content, information, data, materials, and other items provided or made available by the Seller or/and their Affiliates to Lepifany.com or Our Affiliates.
1.3. “Seller Order” means an order for a Seller Product or/and Service initiated through the Lepifany.com website by customers pursuant to this agreement.
1.4.”Catalogue Data” Shall mean any and all the catalog data or information including but not limited to prices, images, descriptions etc. in the format mutually agreed by the parties in relation to the product provided by the seller using the Lepifany.com platform.
1.5. “Catalogue management”: Catalogue management shall mean managing the content on the website which is primarily done using tools like the Seller Catalogue via the Seller Dashboard after logging in to their account (This is a module that has been developed to upload/manage product information on the website). The catalogue product data is uploaded using the tools in the Seller dashboard and any subsequent product or content uploads or modifications are managed using the catalogue functionality readily available. The seller also has the option to import their product data and information through the Import tool which can be found in their Seller Dashboard after successfully logging in to their account.
1.6. “Customer” shall mean any individual, group of individuals, firm, company, or any other entity placing an order of products or/and services via Lepifany.com.
1.7. “Seller Dashboard or/and Vendor Panel”: Seller Dashboard or/and Vendor Panel shall mean and include the Back End functionality comprising of a set of seamlessly integrated applications and tools that manage the operations and the various business workflows including, Catalogue Management; Product and Price Updates, Seller and Delivery of Goods Management, Order Processing and Seller fulfillment.
1.8. “Encryption”: Encryption means the 3-D secure protocol provided by Visa/ MasterCard and other payment processing vendors to enhance the security of payments made on the internet which is readily implemented and at the request of the customer and by the customer’s choice, can store the customer’s payment details to their account for easier and faster purchases. The 3D secure implementation redirects the customer to the website of the card-issuing bank or payment vendor where the card details or login details are entered and the transactions are authorized.
1.9. “Intellectual Property Right” means any and all trademark patent rights, industrial design rights, copyrights, mask work rights, confidential information rights, trade secret or know-how rights, all rights of whatsoever nature in computer software and data, and any other intangible rights or privileges of a nature similar to any of the foregoing, in every case in any part of the world and whether or not registered. IP Rights shall also include all rights in any applications and granted registrations for any of the foregoing rights.
1.10. “Online Promotions”: Online promotions shall mean promotions relating to show-casing the Seller products on the Lepifany.com home page and any other store pages of our website. The seller agrees for Lepifany.com to use any of their products or/and services to promote and or add them to various parts of our website to attract customers.
1.11.“Payment Gateways”: Payment Gateways shall mean the integration of various gateways and payment options both Internal and External like Credit Cards, Debit Cards, Net Banking, Pay by Cheque, Cash on delivery, PayPal, or any other Payment Vendor. The payment gateways are safe methods of payments that are secured.
1.12. “Price” shall mean the cost at which Products or/and services are to be delivered to the Customer which can include or exclude Shipping charges and any applicable taxes if any apply.
1.13. “Products” or/and “Services” shall mean the Seller products or/and Services added, imported, or/and uploaded to Lepifany.com and such other products and/or Services that may be uploaded to the website from time to time for distribution/sales under this Agreement.
1.14. “Service charge”, “Fees(s)” or/and “Transaction Fee(s)” shall mean the amount per transaction charged by Lepifany to the Seller at the rates which are agreed to upon registering on the Lepifany.com website or its Affiliated Websites, upon the sale of a product or/and service via our online store. (I.e. Amount per transaction charge for the Seller of a Product(s) or/and service sold through Lepifany.com or any of its Affiliate websites). The fees could vary depending on various factors which include but are not limited to the following: Categories, type of product, total sale amount, total order amount, and so forth. Lepifany.com, Us, We, reserve the right to amend the fees charged at any time as we wish in order to sustain and benefit the business.
1.15. “Software Platform”: Platform means the technology solutions on the URL which have been built using the best technology platforms available. The Lepifany Marketplace solution is truly robust, scalable, and capable of handling many simultaneous transactions and can seamlessly integrate with most vendor partners, Courier partners, and payment gateways. The solution can be categorized into three parts- the front end (customer-facing) and the back end (vendor facing) and the business – analytics.
1.16. “Shipping Charges” shall mean the logistics/carrier/courier or/and postal charges incurred for delivering the product(s) or/and service to the end Customer. The shipping charges can be applied via the backend by the Seller through the Seller Dashboard settings.
1.17. Uniform Resource Locator (“URL”): In computing, a Uniform Resource Locator (URL) is a Uniform Resource Identifier (URI) that specifies where an identified resource is available and the mechanism for retrieving it. In popular usage and in many technical documents and verbal discussions it is often incorrectly used as a synonym for URL. The best-known example of a URL is the “address” of a web page on the World Wide Web.
1.18. “Website”: shall mean www.lepifany.com or any of its Affiliate websites that are Powered by Lepifany from time to time for display and sale of Product(s) or/and Services.
- SCOPE OF SERVICE: Lepifany is engaged in the business of an online shopping portal for sale and distribution of various products and services under various categories to the public at large through its website www.lepifany.com (“Website”), Lepifany will provide a Dashboard/Panel to the Seller through which the Seller will upload or/and import product(s), create their catalog for the sale and distribution of their products through www.lepifany.com, including the monitoring and process order information, received in their Dashboards.
- ROLES AND RESPONSIBILITY OF LEPIFANY:
3.1. Lepifany shall bring in their technology through website development, online promotions, e-commerce engine, and payment gateway integration and customer service, case by case resolution of Sellers, or/and Customer issues/disputes if raised to Lepifany Administrators and its staff in an unbiased way and how We, Lepifany.com staff members, see the best fit, in order for a successful operation of Our website.
3.2. Lepifany will be responsible for managing the customer service or/and Support for only such Products or/and Service that is purchased solely through the www.lepifany.com website.
3.3. Lepifany will be initially responsible for chargeback claims if any product of a Seller is sold through www.lepifany.com and its affiliates. In some cases, at our discretion, the chargeback claims can be applied to the Seller which can be dependent on but not limited to, several continuous chargeback claims from one particular Seller or any fraudulent activity and any other unlawful actions of such nature.
3.4. Lepifany shall also be responsible for processing all refunds for the Seller products sold through Lepifany.com and Lepifany has the exclusive right and final say in such matters of Refunds. The customer and seller can settle through our Resolution Centre by raising an “RMA” from their customer account dashboard. If the raised case is unresolved and no conclusion is reached then, Lepifany.com representatives will review each individual case and reach a decision as deemed appropriate, and as they see fit based on the information provided from both parties, the seller and customer.
3.5. The software platform; e-commerce engine and payment gateways and all content as well as coding of the Lepifany.com website will remain the sole property of Lepifany.
3.6. Lepifany shall have the sole right and discretion to decide about the selection and listing of Products, sellers, and their information on its website (i.e. Lepifany.com).
3.7. Lepifany shall not be liable for any manufacturing defect in the product in any circumstances and it is the responsibility of the Seller to resolve such issues as well as ensuring that the product(s) sold on the Lepifany.com website are of quality and described as they are. If the product(s) is significantly not as described, the customer has the right to make a claim as their law of the land see fit, however, Lepifany.com will assess each claim case based on each order(s) or/and transaction and has the exclusive right to the final say or/and decision which will stand. The Seller by default agrees upon this, by creating an account or/and signing up to the Lepifany.com website.
4. ROLES AND RESPONSIBILITY OF SELLER:
4.1. The Seller agrees to create an account on the Lepifany platform for the sale and distribution of their product(s) or/and service through Lepifany.com during the term of this Agreement until the termination of the Seller Account due to unlawful trading or/and at the request of the Seller to delete or/and terminate their Account.
4.2. The Seller shall be solely responsible to create and publish their product catalogue for display and sale of their product(s) or/and services through Lepifany.com. The Seller will be responsible for updating/publishing or/and maintaining such information and will do so using the Lepifany Dashboard provided by Lepifany to the Seller. Lepifany shall not be liable for any catalogue creation, updating, and management of Seller Products catalogue unless requested to do so by signing up to one of Lepifany.com’s premium membership or the Seller pays a fee for the management or/and creation of their catalogue. This fee or/and Membership fee can vary on a case by case basis and dependent on the number of products or/and services required by the Seller.
4.3. Pricing of Product: The Pricing of Seller Products or/and Services will be set by the Seller in the Seller Dashboard provided by Lepifany (i.e. Product or/and Service price on Lepifany.com). At the discretions of Lepifany, prices can be changed for the following reasons but are not limited to:
b) Product(s) or/and Services on Sale
- c) Product(s) or/and Services discounted
4.4. Pricing Updates: The Seller shall be solely responsible unless Lepifany decides otherwise at any time, for updating the pricing of their products (including discount and promotion information) via the Seller panel provided by Lepifany. All the Pricing updates shall be done through the Dashboard provided by Lepifany to the Seller and Lepifany shall not be liable in any circumstances for any pricing update of Seller Product unless Lepifany sees fit. Until a new price is updated by the Seller of their product(s) or/and Service to their catalogue, the Seller will abide by the previous price provided.
4.5. Inventory Updates: Seller shall be solely responsible for inventory updates of their products unless Lepifany is requested to do so for a fee (including discounts and promotions and information about product discontinuation or/and expiration) from time to time for publishing on the Lepifany website. All the Pricing or inventory updates shall be done through the Dashboard provided by Lepifany to the Seller and until a new inventory update is published to Lepifany.com, Seller will abide by the previous inventory update. Lepifany shall not be liable in any circumstances for any inventory update of Seller Product on Lepifany.com unless an agreement is made by both the Seller and Lepifany.com and a fee is paid for Lepifany to manage the seller Account and Store.
4.6. Fulfillment of Products: During the Term of this Agreement, the Seller will be solely responsible for the Fulfilment of their products to the end customer, for products sold in connection with the Seller transaction sold through the Seller catalogue on www.lepifany.com. The Seller will source, pick, pack, and dispatch the products to the applicable addresses of the end customer.
4.7. Reverse Logistics:
- The Seller will be solely responsible for accepting, processing, and including the picking, packing and returns of their Products and shall communicate with customers any necessary or/and required information for the return of Products which are sold through www.lepifany.com.
- Lepifany, at its sole discretion, will refund the entire amount of the product(s) sold to the customer, in case of failure of the Seller to arrange for reverse pick up within 10 days from the day customer raises a return request. This can vary and change, dependent on exceptional circumstances and case by case basis, Lepifany.com will make a decision which will be final, unbiased and all parties involved in the transaction agree by default with Lepifany’s decision.
- In case the Customer sends the product(s) package(s) to be returned to the Seller and incurred any logistic charges, then the charges will be refunded to the end customer and Lepifany shall have the right to recover such charges from the Seller. This condition can vary dependant, if the Seller has included the return policy which can be located on the “Terms & Conditions” of the Seller which is the sole responsibility of the Seller to add them to their Store, either, in the “Refund Policy”, “Frequently asked questions (FAQ)” or/and “Shipping Policy” tabs and the returns policy of the Seller is clear, fair, defined and understandable to the Customer.
4.8. Return Policy: The Seller agrees to accept the return of their products up to 30 days from the date of delivery of the product to the end customer. This condition can vary dependant, if the Seller has included the return policy which can be located on the “Terms & Conditions” of the Seller which is the sole responsibility of the Seller to add them to their Store, either, in the “Refund Policy”, “Frequently asked questions (FAQ)” or/and “Shipping Policy” tabs and the returns policy of the Seller is clear, fair, defined and understandable to the Customer. Furthermore, Lepifany will have the final decision upon reviewing each individual case in relation to Returns.
4.9. Non Delivery of Product: If any product is not delivered by the Seller to the end-customer then, in that case, Lepifany will not be held liable. However, in case, Lepifany receives any complaint from the end customer regarding non-delivery of the product, then in that case Seller agrees to provide all the necessary details including proof of delivery, virtual proof of delivery to Lepifany for providing sufficient reason to prove the authenticity of the delivery of such product.
4.10. Ownership; Risk of Loss: Seller will bear the risk and will be responsible for all loss of and/or damage of products sold through our website, Lepifany.com at any time.
4.11. Insurance: The Seller shall be responsible at all times, for ensuring the Products sold on the Lepifany.com website and shall take out adequate insurance policies to cover all kinds of risks involved whilst being a seller on our platform. The Seller shall also be responsible for making timely payments of the insurance premiums.
4.12. Fulfillment of Specific Taxes: For the avoidance of doubt and notwithstanding anything to the contrary herein, Seller will indemnify, reimburse and hold Lepifany harmless or/and responsible from, for, and against any sales, use, gross receipts, excise, franchise, business or other taxes or fees (including penalties, fines or interest thereon) imposed by any government or other taxing authority around the world (collectively, “fulfillment Specific Taxes”) to the extent such taxes or fees are: (a) assessed on Lepifany as a result of inventory, packaging, gift wrap and other materials (i) owned by the Seller and/or (ii) sold to customers as contemplated hereunder; and (b) the primary legal obligation of Seller. Lepifany, will try it’s best to ensure all taxes are lawfully charged in their respective countries under the Country taxation law, however, it is the end responsibility of the Seller to ensure all taxes are appointed or/and paid to the appropriate authorities and to the products or/and Services provided to the end customers on the Lepifany.com website.
4.13. Invoicing: The Seller will raise an invoice directly to the end Customer for all orders successfully fulfilled by the Seller to the end customers.
4.14. It is the Sellers responsibility to provide a Self-Attested copy of a VAT Certificate, company registration or any other form of identification required by the respective laws of the land the Seller is trading from such as but not limited to: VAT, BTW, TVA, NWSt, TIN No, MwSt., Ust., BTW, PTU, IVA, TVA, MOMS, PAN Card. & Seller Bank account details/Cancelled cheque and copy of RTGS mandate form. This will be kept on file by Lepifany.com for the purpose of evidence that the Seller is legally allowed and lawfully trading products or/and services on the Lepifany.com website. If the Seller, does not provide the relevant legal documentation required by their governing bodies of their land to Lepifany.com as proof that they are able to legally trade their products or/and Services, then by default they are stating they have this documentation and can lawfully trade the products or/and Services using the Lepifany.com website.
4.15. By entering into this Agreement and posting a listing for fixed-price sales, The Seller agrees to complete the transaction as described and included in this Agreement. The Seller acknowledges that by not fulfilling these obligations, The Seller actions or inactions may be legally enforceable or actionable.
4.16. The Seller is obligated to sell the product at the listed price as the end price of an auction for example or any final price of a product or/and Service to the end customer who meets the Seller’s “Terms”, “Refund Policy”, “Frequently asked questions (FAQ)” or/and “Shipping Policy”. By listing an item in a fixed price sale, the Seller represents and warrants to prospective Buyers that the Seller has the right and ability to sell and that the listing is accurate, sufficiently described, current, and complete and is therefore not misleading or otherwise deceptive.
4.17. Before a Seller lists an item, the Seller needs to find out if the item is allowed to be sold on the website and if the type of item is subject to certain restrictions and to avoid potential issues with the Seller listing. As a Seller, you are ultimately responsible for making sure that selling an item or/and service is legal under applicable laws of the land. By entering into this Agreement, Seller represents and fully agrees that they shall not list the products which are prohibited under law and not engaged in any of the following activities:
|Adult goods and services||Pornography and other sexually suggestive materials which are extremely explicit (including literature, imagery and other media); Escort or prostitution services|
|Alcohol||Alcohol or alcoholic beverages such as beer, liquor, wine, or champagne, etc.|
|Body parts||Organs or other body parts|
|Bulk marketing tools||Email lists, software, or other related products enabling, unsolicited email messages (spam)|
|Cable descramblers and black boxes||Devices intended to obtain cable and satellite signals illegally|
|Copyright unlocking Devices||Modchips or other devices designed to circumvent copyright protection|
|Copyrighted media||Unauthorized and illegal copies of books, music, movies and other licensed or protected materials|
|Copyrighted software||Unauthorized and illegal copies of the software, video games, and other licensed or protected materials, including OEM or bundled software|
|Counterfeit and unauthorized goods||Replicas or imitations of designer goods; Items without a celebrity endorsement that would normally require such an association; Fake autographs, Counterfeit stamps, and other potentially unauthorized or illegal goods.|
|Drugs and drug paraphernalia||Illegal drugs and drug accessories which include herbal drugs like salvia and magic mushrooms or other illegal drugs|
|Drug test circumvention aids||Drug cleansing shakes, urine test additives, and related items|
|Endangered species||Plants, animals or other organisms (including product derivatives) in danger of extinction and those which are prohibited in the governing lands of the Country you are trading from in this section|
|Gaming or/and gambling||Lottery tickets, sports bets, memberships or/and enrolment in online gambling sites, and related content and those which are prohibited in the governing lands of the Country you are trading from in this section|
|Government IDs||Fake original ID’s, passports, diplomas, and noble titles which (Those which are labeled as Toys, etc. are allowed if not issued by an Official governing body of land or/and Country)|
|Hacking and cracking materials||Manuals, how-to guides, information, or equipment enabling illegal access to software, servers, websites, or other protected property|
|Illegal Goods||Materials, products, or information promoting illegal goods or enabling illegal criminal acts and related content and those which are prohibited in the governing lands of the Country you are trading from in this section|
|Miracle Cures||Unsubstantiated cures, remedies or other items marketed as quick health fixes which could endanger a human or animal life in any way|
|Offensive goods||Literature, products or other materials that: a) Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other such factors b) Encourage or incite violent acts or otherwise illegal actions c) Promote intolerance or hatred, etc.|
|Offensive goods, crime||Crime scene photos or items of this nature, such as personal belongings, associated with criminals or otherwise related in this section|
|Prescription drugs or herbal drugs or any kind of online pharmacies||Drugs or other products requiring a prescription by a licensed medical practitioner and any such goods described as drugs which could endanger human or animal life in any way|
|Pyrotechnic devices and hazardous materials||Fireworks and related goods; toxic, flammable, and radioactive materials and substances, etc.|
|Regulated goods||Airbags; batteries containing mercury; Freon or similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; police badges and law enforcement equipment; lock-picking devices; pesticides; postage meters; recalled items; slot machines; surveillance equipment; goods regulated by government or other agency specifications and those which are prohibited in the governing lands of the Country you are trading from in this section|
|Securities||Stocks, bonds, or related financial products and those which are prohibited in the governing lands of the Country you are trading from in this section|
|Tobacco and cigarettes||Cigarettes, cigars, chewing tobacco, and related products (E-Cigarettes, E-cigs or any electronic device or/and accessories are allowed as long as it does not contain tobacco)|
|Traffic devices||Radar detectors/jammers, license plate covers, traffic signal changers, and related products|
|Weapons||“Real” or/and “True” Firearms, ammunition, knives, brass knuckles, gun parts, and other armaments and those which are prohibited in the governing lands of the Country you are trading from in this section (Airsoft guns or/and accessories which one cannot transform to a real offensive weapon of any kind is allowed to be purchased on the condition of the governing lands of the Country you are trading from in this section in relation to weapons which are illegal or otherwise|
|Wholesale currency||Discounted currencies or currency exchanges|
|Living animals||Any living animal and any other living being which falls in this category is prohibited and those which are prohibited in the governing lands of the Country you are trading from in this section|
|Multi-Level Marketing collection fees||It is prohibited to list or/and sell Multi-Level Marketing collection fees|
|Matrix sites or sites using a matrix scheme approach||It is prohibited to list, promote or/and sell Matrix sites or sites using a matrix scheme approach|
|Work-at-home information||It is prohibited to list, promote or/and sell Work-at-home information unless it is your own work and is able to prove by providing necessary information first prior to posting the service on our website|
|Drop-shipped merchandise||It is prohibited to list, promote or/and sell drop-shipped merchandise unless official permission gained from the respective supplier, store, seller, etc.|
|Any product or service, which is not in compliance with all applicable laws and regulations whether federal, state, local or international including laws of the Governing Body or/and Government you are trading from||Any product or service, which is prohibited in the governing lands of the Country you are trading from in this section|
Violations of this Policy may result in a range of actions imposed and taken by Lepifany.com, including but not limited to the following:
- Listing cancellation
- Limits on account privileges
- Account suspension
- Loss of special status
- Forfeit any profits and/or financial gain from selling on Lepifany.com, and forfeit of any and/or all of the funds in your account
- Account deletion with or without notice
- Permanent ban as a Customer or Seller on Lepifany.com
- Blacklisted on our database
*The above list is merely indicative and not exhaustive. Lepifany.com may at its sole discretion, amend or modify this list.
4.18. Brand Name Use & Restricted Word Policy: The Seller is not permitted to include any brand names or company logos in their listings other than the specific brand name authorised by the original manufacturer to be used for products being sold by the Seller under a particular listing. Certain uses of brand names may also constitute trademark infringement and could expose the Seller to legal liability. Furthermore, the Seller shall not be permitted to use the following words or phrases in their display names or listings unless exclusive rights and permission is granted by Lepifany.com or by the authorised person(s) or/and otherwise.
- Lepifany (including all cognate & grammatical variations thereof);
- REPRESENTATION AND WARRANTIES:
5.1 The Seller undertakes that the goods/products delivered are defect-free unless otherwise stated in the listing which the seller is obligated to inform potential customers of such defects or otherwise if the product(s) are defective, without any encumbrances and there has been no IPR violation of any third party by the Seller.
5.2 For any defect in the products delivered by Seller, Seller shall be solely responsible for the defections or otherwise if the product is not of working order or as described and should include in the product listing on the product page if any defects are present with the product they are selling to the end customer.
5.3 The Seller shall be responsible for all/any repairs/replacements etc. of any product(s) prior / post the delivery of any such product which requires it unless otherwise agreed in writing on the Lepifany.com platform between all agreed parties.
5.4 The warranties in relation, shall strictly be in accordance with the Seller warranty policy as applicable to each Product(s) and/or Service.
- COMMERCIAL TERM:
6.1 For providing the services mentioned above. The Seller will pay certain Fees to Lepifany.com as per a plan they have signed up to which incurs a monthly charge or otherwise. This is subject to change and Lepifany.com holds the exclusive right to change and/or add these fees and/or charges as well as the membership fees at any time without notice. The fees can vary by categories, the total sale of the product(s), and/or Service provided by the Seller on the Lepifany.com website and other factors.
6.2 Fees Schedule: –
- Fixed Monthly fees will be charged as per the cycle in the Lepifany Membership Plans and the seller agrees to pay these fees once they have purchased a plan from Lepifany.com.
- Fixed Monthly Fees will be calculated on the total gross of transaction value and no canceled order(s) will be considered in any case.
- The Fixed Fee will depend on Lepifany sales which itself can depend on the type of Categories the seller is selling on Lepifany.com, types of products, and/or service. E.g. If the Seller is on a certain plan with products sold on the “Dresses” Category, the Seller fixed charge will be $5 as an example calculation.
- The Invoice Value will be used as the base to calculate the Gross Transaction value / Transaction Fee.
6.3 Other Fees
- Lepifany does various marketing campaigns on its site through various channels. The marketing channels may include, but not limited to, Promotion / Coupon Codes, Bank Promotions, Cash Back Offers, Emails, Website Showcase, Social Media Promotions, Category Specific Campaigns, Print Media Campaigns, etc.
- The Seller, at the time of registering an account on the Lepifany.com website, is enrolled by default to participate in these campaigns, so that Lepifany can promote their products in the relevant campaigns. Lepifany may or may not include Sellers products on the marketing campaigns as it depends on the nature of the campaigns.
- The seller can opt-out of these campaigns by emailing [email protected], if they do not wish to participate in any of the promotions.
- There are Payment Gateway Charges which depend on each Gateway which will be levied even in case of cancellations and such fees will not be reversed and non-refundable.
- The Marketing fee(s) for participating varies and can be altered at any time
6.4 Taxes on Fees Payable by the Seller: Any and all Fees payable by the Seller hereunder are exclusive of all sales, service, use, and similar taxes, and the Seller will pay any taxes that are imposed and payable by it on such amounts. All such taxes are the responsibility and for the account of The Seller and dependent on the governing Country, state, and/or law of their land the Seller is trading from.
- TRANSACTION PROCESSING
7.1 Collection of Payment: Lepifany will collect the payment through its designated payment gateway(s) and shall remain the sole property of Lepifany only. On all the Payment Gateway aspects, the identity of Lepifany shall be mentioned where applicable and possible.
7.2 Lepifany shall be responsible for all customer complaints in regard to payment gateway issues and system-related errors. All costs and liabilities arising due to this shall be solely borne by The Seller. Lepifany shall not be held liable at any point in time during the subsistence of this Agreement.
7.3 Reimbursement: Lepifany will be responsible to reimburse the amount collected for the sale soon as reasonably possible for the ordered product(s) or/and services that are sold and delivered successfully through the Lepifany website (i.e. The Seller Product(s) and/or Service after deducting applicable fees (i.e. Monthly fixed fees, Payment Gateway Charges, Marketing Fee, or any return orders by the end customer if applicable) and taxes as mentioned in this Agreement.
- RIGHTS AND LICENSES:
8.1 General Reservations: As between the Parties, The Seller reserves all right, title, and interest in and to the Seller Intellectual Property and, no title to or ownership of any of the Seller Intellectual Property is transferred or licensed to Lepifany or any other Person pursuant to this Agreement. As between the Parties, Lepifany reserves all right, title, and interest in and to the Lepifany Intellectual Property and except as may expressly be set forth in this Agreement, no title to or ownership of any of the Lepifany Intellectual Property is transferred or licensed to The Seller or any other Person pursuant to this Agreement.
8.2 Any order placed by any customer on the Lepifany website, then the data in the customer database which is generated will become the sole property of Lepifany.
8.3 Usage of Lepifany Intellectual Property: Any Lepifany Intellectual Property provided or otherwise made available to the Seller or its Affiliates may be used by the Seller and/or its Affiliates solely for the express purposes described in this Agreement during the Term of this Agreement. For the avoidance of doubt, the Seller will not:
- Copy any Lepifany Intellectual Property
- Distribute copies of any Lepifany Intellectual Property
- Modify, adapt, translate, reverse engineer, make alterations, decompile, disassemble, or make derivative works or improvements based on any Lepifany Intellectual Property
- Use, rent, loan, sublicense, lease, distribute, or attempt to grant other rights to any and/or of Lepifany Intellectual Property; or
- Use any Lepifany Intellectual Property to act as a consultant, service, bureau, or application service provider, and/or to permit remote access to any Lepifany Intellectual Property.
- Term and Termination: This Agreement shall be valid and binding on both the parties until it is terminated by either party by giving prior written notice at any time to the other party without assigning any reason whatsoever for such termination.
Lepifany may terminate this Agreement immediately in case of breach of any of the provisions of this Agreement by the Seller and/or if the Seller does not proceed to resolve such a breach and/or violation as and when requested by Lepifany.com or its representatives within the allocated and or required time after the Sellers receipt of a written notice of the breach forwarded by Lepifany.com.
Termination for Bankruptcy, Insolvency, Winding Up, etc.
- Either party may terminate this Agreement with immediate effect upon written notice in the event that the other party abandons its responsibilities under this Agreement, becomes bankrupt or insolvent or files any proposal or makes any assignment for the Seller of creditors, or an order is made for its winding up or a receiver is appointed for a substantial part of its property.
- On termination of this Agreement, all outstanding obligations of the parties under the terms of this Agreement shall continue to subsist until they are fulfilled/realized in totality.
10. INDEMNITY: The Seller will defend, indemnify and hold Lepifany harmless and/or non-responsible and each of its affiliates (and their respective employees, directors, agents, and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable legal fees) arising out of any Claim that arises out of or relates to: (i) any actual or alleged breach of the Seller representations, warranties, or obligations, responsibility set forth in this Agreement; or (ii) The Sellers own website or other sales channels, the products the Seller sells, any content the Seller provides, advertisements, offers, sales or return of any products the Seller offers and/or sells, any actual or alleged infringement of any intellectual property or proprietary rights by any products the Seller sells and/or offers or content the Seller provides, and/or Seller Taxes or the collection, payment or failure to collect or pay Seller Taxes. For purposes hereof: “Claim” means any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity and/or any other governing body of the Sellers respective residence and their governing body or otherwise in relation.
The Seller shall indemnify and hold Lepifany and their subsidiaries, affiliates, successors, assigns, and their officers, directors, shareholders, employees, and agents harmless and non-responsible against any material claim, liability, demand, loss, damage, legal cases, judgment, or other obligation or right of action, which may arise as a result of any points of the following list which is not limited:
a. Breach of any provision of this Agreement by the Seller
b. Misrepresentation by the Seller of Lepifany and/or third Parties; or
c. Anything done or omitted to be done through the negligence or otherwise, default or misconduct of the Seller or of its officers, directors, employees, or agents.
d. Breach of third party Intellectual Property rights.
11. LIMITATION OF LIABILITY: Lepifany will not be liable for any damages of any kind, including without limitation direct, indirect, incidental, punitive, and consequential damages, arising out of or in connection to this agreement, the inability to use the services or the transaction processing service, or those resulting from any goods or services purchased or obtained or messages received or transactions entered into through the services.
This limitation shall apply regardless of the form of action, whether in contract or tort, including negligence, or any other form of legal action and/or otherwise.
12.1 Entire Agreement: This Agreement (including all Attachments hereto, and all documents incorporated herein by reference): (a) represents the entire agreement between the Parties with respect to the subject matter hereof and supersedes any proposals, representations previous or contemporaneous oral or written agreements and any other communications between the Parties.
12.2 Further Agreements; Consents: Notwithstanding that certain provisions of this Agreement contemplate that the Parties will mutually determine or agree upon certain matters, each Party acknowledges and agrees that: (a) it will not be entitled to unreasonably withhold its determination or agreement with respect to such matters, unless otherwise specifically provided herein; and (b) no failure to mutually determine or agree as to any such matters will excuse either Party performance of its other obligations under this Agreement.
12.3 Assignment: The seller is prohibited to assign this Agreement or any of its rights hereunder, or delegate any of its obligations hereunder, whether voluntarily, involuntarily, by operation of Law or otherwise, without Lepifany.com’s prior written consent.
12.4 Independent Contractors: The Parties are entering this Agreement as independent contractors, and this Agreement will not be construed to create a partnership, joint venture, or employment relationship between them. Neither Party will represent itself to be an employee or agent of the other or enter into any agreement or legally binding commitment or statement on the other behalf or in the other’s name.
12.5 Personnel: Each Party’s personnel are employees, agents, or subcontractors of such Party and are not employees, agents, or subcontractors of the other Party. Each Party: (a) has exclusive control over its personnel, its labor and employee relations, and its policies relating to wages, hours, working conditions, and other employment conditions; (b) has the exclusive right to hire, transfer, suspend, lay off, recall, promote, discipline, discharge and adjust grievances with its personnel; (c) is solely responsible for all salaries and other compensation of its personnel; and (d) is solely responsible for making all deductions and withholdings from the salaries and other compensation of its personnel and for paying all contributions, taxes, and assessments in connection therewith.
12.6 No Third-Party Beneficiaries: This Agreement is for and will be enforceable by, the Parties only. This Agreement is not intended to confer and does not confer any right or benefit on any Third Party.
12.7 Non-Exclusivity: Except as expressly provided otherwise in this Agreement, each Party acknowledges that the rights and obligations of the Parties hereunder are non-exclusive and that each Party may engage in transactions with third parties, or undertake its own activities, whether or not similar to the transactions and other activities contemplated by this Agreement or competitive with the business, products or services of the other Party or its Affiliates.
12.8 Confidentiality: Each Party agrees that all terms and conditions of this Agreement will be deemed Confidential Information as defined therein. For the avoidance of doubt, a Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it or as otherwise required by Law, provided that such Party: (a) gives the other Party reasonable written notice to allow the other Party to seek a protective order or another appropriate remedy (except to the extent that the original Party compliance with the foregoing would cause it to violate a court order or other legal requirement); (b) discloses only such information as is required by the governmental entity or otherwise required by Law; and (c) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed. If Lepifany makes available any passwords or password-protected areas of any Website or other services (e.g., in connection with the use of any Management Tools), the seller will use reasonable precautions to maintain the security of such passwords and password-protected areas. If the seller becomes aware that any such password or password-protected area has been compromised, it will immediately notify Lepifany of this issue(s) via email or any other contact method (e.g., email address) designated by Lepifany for such purpose, which will be promptly confirmed by notice in writing and will change the passwords in question.
12.9 Press Releases: The seller will not make any public disclosures regarding this Agreement, its terms, the actions, activities, or performance contemplated hereby, or the relationship between the Parties, without Lepifany’s prior written consent. The Parties agree that the content of the press releases shall not be given for printing or publication without it being approved by Lepifany. In the event, Lepifany issues any press release without prior approval of the seller with regards to this Agreement the same will not be considered as a material breach.
12.10 Arbitration: If Parties fail in an endeavor to settle amicably by mutual discussion any disputes, differences or claims whatsoever related to this agreement. Failing such an amicable settlement, the dispute shall be settled by arbitration. Arbitration Act 1996 shall govern the arbitration proceedings. The arbitration shall be held in London, England, United Kingdom. The language of the arbitration shall be in English and the arbitral award shall be final and binding on both the parties. The arbitration proceedings will be held before the sole Arbitrator mutually appointed by the Parties. Any arbitration award will be final and binding on the parties and the Award shall include allocation of the cost of the Arbitration Proceedings and moreover, judgment thereon may be entered in any court of competent jurisdiction. This agreement (including its jurisdiction clause) shall be governed by, construed, and take effect in accordance with the laws of the United Kingdom. The courts of London, England, United Kingdom shall alone have jurisdiction in all matters.
12.11 Governing Law and Jurisdiction: This agreement shall be construed only in accordance with the laws of the United Kingdom and any actions of the Seller will be governed by the laws of the United Kingdom and also is certain exceptional cases of this Agreement by the Sellers governing bodies if agreed only by Lepifany. In respect of all, Claims, matters/disputes arising out of, in connection with or in relation to this Agreement, only the competent Courts at London, England, United Kingdom shall have exclusive jurisdiction. No other Court shall have jurisdiction to deal with any dispute or any matter between the parties arising out of this Agreement.
12.12 Force Majeure: Neither Party will be liable for any failure to perform any of its obligations hereunder by reason of Force Majeure Event, provided that the affected Party provides the other Party prompt notice of the applicable circumstance and uses commercially reasonable efforts to re-commence performance as promptly as possible; and provided further that if a Party performance is delayed for a period of more than thirty (30) days by reason of any Force Majeure Event, then the other Party may at its option, by written notice to the affected Party, either: (a) terminate this Agreement; or (b) extend the Term of this Agreement for a number of days equal to the duration of the affected Parties non-performance.
12.13 Waiver: To be effective, any waiver by a Party of any of its rights or the other Party obligations under this Agreement must be made in a writing signed by the Party to be charged with the waiver. Waiver of any breach of any term or condition of this Agreement will not be deemed a waiver of any prior or subsequent breach. No failure or forbearance by either Party to insist upon or enforce performance by the other Party of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise at Law or in equity will be construed as a waiver or relinquishment to any extent of such Party right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will be and remain in full force and effect.
12.14 Severability: If any provision of this Agreement is invalid or unenforceable in any jurisdiction, the other provisions herein will remain in full force and effect in such jurisdiction and will be liberally construed in order to effectuate the purpose and intent of this Agreement, and the invalidity or unenforceability of any provision of this Agreement in any jurisdiction will not affect the validity or enforceability of any such provision in any other jurisdiction.
12.15 Notices: Except for notices for which an alternative procedure is identified in this Agreement, any notice or other communication under this Agreement given by either Party to the other Party will be in writing and, to be effective, must be sent to the intended recipient by prepaid registered letter, receipted commercial courier at its address(es) and to the attention of the officer(s) specified below; provided that no notice of termination of the Term of this Agreement will be or be deemed properly given unless sent by registered email with Lepifany.com.
12.16 Non-Solicitation: The Parties agree that during the term of this Agreement and 24 months thereafter or without the prior written approval of the other party, not to solicit for employment any employees of either party other than through general solicitation for employment among the public.
12.17 Survival of provisions: Notwithstanding anything contained herein, the provisions of clauses dealing with products & contents, rights, and licenses; representations and warranties; indemnification, infringements, and claims; governing law and jurisdiction, dispute resolution arbitration; notices and non-solicitation shall survive extinguishment of rights and obligations pursuant to the termination of this agreement.
12.18 Code of Conduct: The Seller shall comply and ensure that its logistics partner complies (seller and its logistics partner hereinafter collectively referred to as the “Parties”) with the following Code of Conduct at all times. Lepifany reserves the right to blacklist the Seller or to make the Seller pending if found violating any of the below. The Seller must comply with all applicable laws and regulations (“applicable laws and regulations”). Lepifany has no tolerance for bribery or corruption in any aspect of its business. Lepifany’s policy prohibits engaging in any form of corruption, bribery, kickback, extortion, embezzlement, or money laundering. Lepifany is committed not only to complying with all applicable laws and regulations regarding such activities but also to acting with integrity and the highest ethical standards. Parties shall not participate in, facilitate or permit any form of corruption, bribery, kickback, extortion, embezzlement, or money laundering, whether with respect to public officials or to any other person and/or individual or company and/or organisation. Parties shall comply strictly with all applicable laws and regulations and with Lepifany’s policy set forth herein.
The Seller shall respect the intellectual property rights of others and shall comply with applicable laws and regulations related to patents, copyrights, trademarks, and trade secrets of their respective governing laws of their respective country of residence. The Seller shall safeguard Lepifany’s confidential and proprietary information at all times. This obligation includes using commercially reasonable meaning to safeguard information technology systems on which Lepifany’s information is stored or transmitted at any one time. In addition, Parties shall refuse any improper access to confidential or proprietary information of any other company, including our competitors and customers.
- Compliance with Applicable Laws and Anti-Bribery
- No Discrimination or Harassment
- Safe Work Environment
- Intellectual Property
- Confidential and Proprietary Information
- Additional Obligations
- Parties shall ensure that its personnel provide service with reasonable skill and care to ensure a delightful customer experience.
- The personnel appointed by the Parties to deliver the shipment (“Personnel”) should carry his identity card containing his/her photo and police helpline number prominently displayed.
- The Personnel under no circumstances shall:
- Contact customer beyond the provision of delivery services;
- Misbehave with a customer while delivering any shipments;
- Misuse or share any information provided by the shipper;
- Harass/stalk/bully customers through email, messages, telephone or any online or offline medium;
- Be involved in the loss or theft of goods and cash;
- Provide wrong or falsely update on shipment and pick up status;
- Be rude towards the customers; and/or
- Violate the delivery terms.
- Take any kind of unwarranted allowances such as tips from the buyers.
12.19 Change in Policy: The site created and controlled by Lepifany.com reserves the right to make any changes to the website and the terms, conditions, and disclaimers at any time without prior information or notice to Sellers and/or customers and/or users of the services. The Sellers are bound to understand the terms and conditions before accessing to Lepifany.com and using the service provided by Lepifany. The Seller’s continuous use of the site after the revision of the terms and conditions will be considered as the Seller’s acceptance of the said revised terms and conditions.
12.20 DISCLAIMER: THIS DISCLAIMER SHALL BE APPLICABLE TO ANY PERSON, COMPANY, INDIVIDUAL OR ENTITY WHO HAS ENTERED INTO THIS, “THE SELLER AGREEMENT” AND OTHER RELATED SERVICES PROVIDED HEREIN. THE INFORMATION CONTAINED IN THESE TERMS AND CONDITIONS HAVE BEEN PROVIDED SPECIFICALLY FOR THE PURPOSE OF OFFERING THE SERVICES MENTIONED IN THIS, “THE SELLER AGREEMENT” AND THE SAME IS ACKNOWLEDGED AND DULY SIGNED BY THE SELLER IN AGREEMENT. LEPIFANY DOES NOT HAVE ANY METHOD TO ASSESS OR VERIFY THE VERACITY OF AN INDIVIDUAL’S OR ENTITY’S OR THIRD PARTY’S PRODUCT(S) AND SERVICES WHICH ARE OFFERED UNDER THIS AGREEMENT. THE SELLER FURTHER AGREES AND ACKNOWLEDGES THAT THE SELLER ALONE SHALL BE HELD RESPONSIBLE FOR ANY PROFIT OR LOSS INCURRED DURING THE TERM OF THIS AGREEMENT.
LEPIFANY.COM WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, SERVICE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. THE SELLER EXPRESSLY AGREES THAT THE SELLERS USE OF THIS SITE IS AT THE SELLERS SOLE AND OWN RISK.
If you have any questions about our Terms and conditions, please send us an email here: [email protected]
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