ANNEX 1 DEFINITIONS
Definitions
a. Additional Service: is defined in the Use of Tools - Additional Services Section of the Terms.
b. Additional Service Fee: the fee applicable to an Additional Service.
c. Administrative Fee/Default Fee: the fee, if any, chargeable to the Seller per non-compliance, or per Good or Product in contravention of the Seller’s undertaking/s. The Administrative Fees/Default Fees per non-compliance, or per Goods or Product is specified in Schedule B.
d. Affiliate: any entity directly or indirectly controlled by, or controlling, a Party or any affiliate or subsidiary thereof. As regards Domo, Affiliate is deemed to include entities which are members of the Alibaba and Domo groups of companies.
e. Agreement: this Marketplace Agreement.
f. Annex: any annex to the Agreement. The Annex(s) form(s) an integral part of the Agreement.
g. Customer: a third-party, who purchases Product on the Platform.
h. Customer Agreement: the agreement between Seller and a Customer concerning the purchase of a Product in fulfilment of an Order, where the execution of such agreement is attested by the Fulfilled Customer Agreement status of the Order.
i. Cancellation Penalty: the charge applicable for a Cancelled Order. The Cancellation Penalty amount is specified in Schedule A.
j. Cancelled Order: an Order cancelled or rejected by Seller, or cancelled due to Seller's lack of compliance with any provision of the
Agreement.
k. Claim: any claim, action, audit, investigation, inquiry or other proceeding instituted by any person or entity.
l. Commission: the percentage (as applicable at the time the Order is placed) of the Listing Price, as specified in Schedule A and/or Platform, the latter prevailing over the former in case of discrepancy between the two.
m. Confidential Information: any information proprietary to a Party or an Affiliate thereof, that is disclosed to the other Party or an Affiliate thereof, whether marked as confidential or not, that should be considered confidential information under the circumstances. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was lawfully obtained and provided to the recipient by a third party.
n. Content Material: product information, text, images, and any other relevant and/or legally required information relating to the listing of Goods on the Platform, including third party and Seller's trademarks and other Intellectual Property Rights related materials.
o. Delivery Note: is defined in Annex 3.
p. Dispute: a dispute regarding the provision of Additional Services by third parties.
q. Drop-Shipping: is defined in Annex 3.
r. Effective Date: the date of Seller's first use of the Services, as such date is recorded in Platform.
s. Failed Delivery: an Order that is cancelled for unsuccessfully execution due to: i) the delivery address (either physical or email) provided by the Customer or by Domo being incorrect; ii) where acceptance of delivery of the Product is required, the Customer being unable to accept the Product; iii) where the Product is a physical product, the Customer refusing to accept the delivery of the Product in accordance with the Policies; or iv) where the Customer remain uncontactable after various attempts (the number of delivery attempts shall be determined by the relevant carrier). In addition to the provision of Annex 4, in case of Failed Delivery: iv) where received by Domo, Sales Proceeds will be refunded to the Customer and, v) where received by Seller, Payment will be refunded to Domo.
t. Fee: the service fee payable by the Seller to Domo under the Services Section of the Terms in consideration for the provision of Services and shall be calculated in accordance with the Payment Section of Schedule A.
u. Force Majeure: any event or cause beyond a Party’s reasonable control such as, but not limited to: i) act of God, explosion, flood, tempest, fire or accident; ii) war or threat of war, sabotage, insurrection, civil disturbance or requisition, act of terrorism or civil unrest; iii) Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; iv) import or export regulations or embargoes; v) interruption of traffic, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Domo or of a third party); and vi) health epidemics declared by the World Health Organization.
v. Fulfilment By Domo: is defined in Annex 3.
w. Fulfilled Customer Agreement: an Order the status of which is showing as "Delivered" in Platform, or is otherwise deemed by Domo
as having been executed by Seller, including instalments thereof.
x. Fulfilment Model: the model of Order fulfilment of physical Goods agreed to by the Parties.
y. Good: one (1), or several (if sold together under one Listing Price) as the case may be, item(s) owned and offered for sale by Seller under the Agreement.
z. Handling Fee: a fee payable for handling Goods and supplying packaging materials under Fulfilment By Domo (inbound receive and putting away, outbound picking and packing, Customer return processing).
aa. Inadequate Product: any wrong, faulty, defective, damaged (excluding any Good or Product damaged due to mishandling by Domo, a Domo contractor, or the Customer), legally non-compliant Good or Product, or a Good or Product that has been publicly or privately recalled, in accordance with the law or the Policies.
bb. Intellectual Property Rights: all copyright, moral rights, trade marks, design rights, rights in or relating to databases, rights in or relating to confidential information, rights in relation to domain names, and any other intellectual property rights (registered or unregistered) throughout the world.
cc. BDAC: is defined in Annex 2.
dd. Late Payment Interest: is the interest payable by Seller on the overdue sum at the rate of eight per cent (8%) per annum, calculated on daily basis from the date on which such money falls due for payment to the date such money is actually received by Domo (as well as after judgment).
ee. Laws: the laws of the Territory.
ff. Domo: means a products by DxM Sdn. Bhd. (RC20004145) a company incorporated under the laws of Brunei having its registered office at: Level 3, Knowledge Hub Anggerek Desa Technology Park, Simpang 32-37 Berakas, Bandar Seri Begawan, BB3713, Brunei Darussalam.
gg. Listing Price: the price, including instalments, at which a Good is offered for sale to Customers by Seller as indicated on the Platform at the time the Order is placed. For the avoidance of doubt, the Listing Price includes any tax applicable by the Laws, and excludes any coupons or other discounts provided by Domo to the Customer.
hh. Minimum Suspension Period: a period of ninety (90) days of which Domo is allowed to suspend the Payment to Seller pursuant to the Sales Proceeds – Payment Section of the Terms.
ii. Order: the request placed by a Customer on the Platform for the purchase of a particular Good as communicated by Domo to Seller. Domo reserves the right to unilaterally cancel an Order for any reason.
jj. Payment: the Sales Proceeds minus any sums owed by Seller under the Agreement or any other agreement entered into by the Parties and subject to any chargeback, reversal, refund, withholding for anticipated claims, deduction due to a Dispute, in accordance with the Agreement or any other agreement entered into by the Parties.
kk. Payment Fee: a fee, calculated on the basis of a percentage of the Sales Proceeds.
ll. Personal Data: any personal information as defined by the applicable personal data protection laws and regulations in the Territory, pertaining, but not limited, to Domo employees, agents, consultants and Customers.
mm. Personal Data Claims: is defined in the Personal Data Section of the Terms.
nn. Platform: The Domo platform, where the Seller may list Goods for sale under the Agreement, and Customer(s) may buy such goods
oo. Policies: the rules, guidelines, terms and conditions, etc. applicable to sellers and customers for the use of the Services, Platform, and other Domo properties, as they may appear on the Platform or or be communicated from time to time by Domo.
pp. Product: the individual Good purchased by a Customer among the Goods.
qq. Refurbished: means a product that has been returned to Seller or its manufacturer and is identical to the original in all aspects including all packaging, documentation, accessories and software that are found in a new item, without additions. If repaired, it must have been inspected, cleaned and professionally restored to working order to meet manufacturer specifications with genuine spare parts. The fact that a product is refurbished must be clearly and prominently stated in the listing comments as well as he manufacturer's or refurbisher's warranty.
rr. Returned Product: the return of a physical Product to Domo by a Customer in accordance with the Agreement and/or the Policies, including Inadequate Products. Seller will retain, or take back from the Customer as the case may be, ownership, title and risk of all Returned Products.
ss. SGD or S$: Singapore Dollar. BND or B$: Brunei Dollar
tt. Sales Proceeds: the gross proceeds received from Customers by Domo which consist of the Listing Price and the Shipping Fee.
uu. Sales Traffic Activities: Additional Services consisting in: i) Shop in Shop, which entails a set of specific design features on the Platform that enhance the visual representation of certain of Seller's Goods by means of a dedicated landing page; ii) Search Engine Marketing, which entails the bidding on relevant keywords related to the Goods and/or Seller on electronic search engines; iii) Social Media Sales Traffic Activities, which entails the promotion of the Goods and/or Seller on the Platform or social media platforms; and/or iv) other sales promotion services agreed to by the Parties.
vv. Seller: the user of the Services.
ww. Services: is defined in the Services Section of the Terms.
xx. Schedule: any schedule to the Agreement. The Schedule(s) form(s) an integral part of the Agreement.
yy. Shipped Date: the date a Product is: i) where the Product is a physical product, dropped off to a carrier by Seller, or picked up by a carrier
from Seller, for delivery to a Customer, as indicated in , or ii) where the Product is not a physical product, emailed or otherwise
made available or provided to a Customer in accordance with the sales stipulations applicable to such Product.
zz. Shipping Cost: the fee charged by Domo to Seller for the shipping of a Product, as calculated based on the Shipping Fee Rate Card.
aaa. Shipping Fee: the fee charged by Seller to a Customer for the shipping of an Order, as calculated based on the Shipping Fee Rate Card. fff. Shipping Fee Rate Card: is defined in Schedule A.
bbb. Storage Fee: a fee payable under the Fulfilment By Domo model, for storing the Goods in the location designated by Domo, which fee varies based on whether the Goods are stored in a normal storage area or in a cold room (as agreed by the Parties).
ccc. Term: is defined in the Terms and Conditions of this Agreement.
ddd. Territory: Brunei
eee. USD or US Dollar: United States Dollar
fff. Working Day: a day other than Saturday, Sunday, or a national or State (at Seller’s working premises) public holiday in the Territory.