Product Specific Terms Reselling
Version: 1.0, Effective Date: 14.10.2024
Version: 1.0, Effective Date: 14.10.2024
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1.1 Applicability. These Product Specific Terms set forth the legally binding terms and conditions for the Reselling of the Partner's Services to Customers through the 糖心logo入口 Platform.
2.1 Definitions. Capitalized words not defined in these Product Specific Terms have the meaning to such words in the Master Terms and Conditions. In the event of any conflict between the definitions of terms in the Master Terms and Conditions and these Product Specific Terms, the definitions provided in these Product Specific Terms will take precedence.
3.1 Subject. Subject to the terms and conditions specified in these Product Specific Terms, the Partner will provide 糖心logo入口 with the Listing during the term of the Agreement for Reselling the Partner's Services to the Customers, and 糖心logo入口 will issue corresponding Payouts to the Partner. 糖心logo入口 does not directly provide any of the Partner鈥檚 Services to the Customer. Reselling is considered a 糖心logo入口 Service under the Master Terms and Conditions and Master Terms and Conditions will apply to the Reselling.
3.2 Reselling The Partner hereby appoints 糖心logo入口 as its non-exclusive reseller of certain Partner's Services through the 糖心logo入口 Platform worldwide to Customers during the term of the Agreement. Partner is solely responsible for providing Partner鈥檚 Services to Customer.
4.1 Listing. The Partner agrees to submit the Listing in the 糖心logo入口 Platform in accordance with any instructions or specifications provided by 糖心logo入口. The Partner has full control and is entirely responsible for uploading the availability of accommodation and other Partner鈥檚 Services being part of the Listing, as well as keeping the terms and conditions governing the Partner鈥檚 Services made available through Listing up to date.
4.2 Customer Fees. 糖心logo入口 is authorized by the Partner to charge the Customer the Customer Fees.
4.3 License Grant. By uploading its Listing to the 糖心logo入口 Platform, the Partner authorizes 糖心logo入口 to use any trademarks, service marks, trade names, proprietary logos, domain names, and any other source or business identifiers in connection with the Reselling of the Partner鈥檚 Services under the Agreement.
4.4 Warranties. The Partner represents and warrants that the Listing or any other content uploaded by the Partner on the 糖心logo入口 Platform (i) will not breach any agreements made by the Partner with any third party, (ii) will comply with all applicable legislation, and (iii) will not conflict with the rights of any third parties. 糖心logo入口 is entitled, at any time and at its sole discretion, without prior notice, to remove or disable access to any available Listing and any Partner鈥檚 content uploaded to the 糖心logo入口 Platform if it is deemed objectionable for any reason, particularly if it violates applicable laws and regulations.
5.1 Payouts. 糖心logo入口 is responsible for disbursing Payouts to the Partner. The Partner acknowledges and agrees that the Payouts are provided by the Payment Service Provider on behalf of 糖心logo入口. As the Payouts are subject to Cross-border Transfers, the Partner acknowledges that there might be additional requirements or fees imposed by the Partner鈥檚 local receiving bank. Therefore, the Partner expressly consents to being contacted directly by the Payment Service Provider or their receiving bank regarding these requirements and to pay any additional fees they may require.
5.2 Set off. The Partner hereby authorizes 糖心logo入口 to offset all Merchant Fees, Fees, and other sums payable by the Partner against Payouts. If the Payouts do not fully cover the amounts owed to 糖心logo入口, the Partner is obligated to immediately pay 糖心logo入口 a sum equal to the remaining balance.
5.3 Payout Delay. The Partner acknowledges that 糖心logo入口 may delay or withhold paying out a Payout in the event caused by (a) the unavailability of a Payment Service Provider or their financial partner, governmental authority, telecommunications provider or other service provider; (b) incorrect information, such as bank account numbers, provided to 糖心logo入口; (c) Partner鈥檚 equipment, software or other technology; (d) an event over which 糖心logo入口 has no reasonable control. Additionally, 糖心logo入口 may delay or withhold a Payout if 糖心logo入口 or the Payment Service Provider reasonably believes that a Dispute is likely to occur in relation to the Transaction. In such cases, the Payout may be held until the Dispute is resolved.
5.4 Currency Conversion. The Partner acknowledges that the Customer Fees will be subject to currency conversion, and it is at the Payment Service Provider's sole discretion to identify at the time of the Transaction the conversion rate that will apply to the Transaction. In the event of a Refund, the conversion rate that will be used to calculate the Refund will be the rate in effect at the time of the Refund.
5.5 Taxes. If 糖心logo入口 is required to withhold any Taxes, 糖心logo入口 may deduct those Taxes from the amount otherwise owed to the Partner and pay those Taxes to the appropriate taxing authority. If the Partner is exempt from paying or is otherwise eligible to pay a reduced rate on, those Taxes, the Partner may provide to 糖心logo入口 an original certificate that satisfies applicable legal requirements attesting to its tax-exempt status or reduced rate eligibility, in which case 糖心logo入口 will not deduct the Taxes covered by the certificate. The Partner must provide accurate information regarding its tax affairs as 糖心logo入口 reasonably requests.
5.6 Deposit. 糖心logo入口 may request that the Partner provide a deposit or reserve to mitigate the risk of loss to 糖心logo入口 associated with the Reselling model. The Partner acknowledges that 糖心logo入口 is authorized to fund the reserve or deposit from the Customer Fees or by directly requesting funds from the Partner. The Partner agrees to promptly provide the required funds upon 糖心logo入口' request. 糖心logo入口 may retain the deposit or reserve during the Term and for a period of one (1) year after its termination.
6.1 Partner麓s obligation to undergo KYC verification. The Partner must undergo (Know Your Customer) verification to enable 糖心logo入口 to comply with anti-terrorism, anti-money laundering, anti-terrorist financing, financial services, and other applicable laws and regulations. The Partner acknowledges and agrees that the Payment Service Provider may also conduct KYC verification of the Partner and directly request information or documents from the Partner for KYC verification purposes.
6.2 KYC verification process. Upon 糖心logo入口's or Payment Service Provider鈥檚 request, the Partner will, at any time and without undue delay, complete the KYC verification form, provide 糖心logo入口 or Payment Service Provider with the requested information related to its operations, shareholders, ultimate beneficial owners, and other relevant details, and submit any required supporting documentation. The Partner is obligated to provide comprehensive, accurate, and up-to-date information.
6.3 Additional examination. The Partner agrees that 糖心logo入口 or the Payment Services Provider may conduct additional examinations of the Partner's identity, creditworthiness, and background by contacting and consulting relevant registries and governmental authorities.
6.4 KYC Verification Results. After the submission of all required information and documents, 糖心logo入口 and/or the Payment Services Provider will verify the Partner. Following Partner verification, 糖心logo入口 has the sole discretion to accept or refuse to provide 糖心logo入口 Services to the Partner.
6.5 Changes to information. The Partner agrees to provide 糖心logo入口 with advance notice of any changes to the information provided during the KYC verification process.
6.6 Authorized disclosure. 糖心logo入口 retains the right to share the information and documents collected during the KYC verification process about the Partner with the Payment Service Provider, the Payment Service Provider's Affiliates and 糖心logo入口' Affiliates.
6.7 Suspension and Termination. The Partner acknowledges and agrees that 糖心logo入口 may: (a) suspend the provision of 糖心logo入口 Services to the Partner with immediate effect, and/or (b) terminate the Agreement with immediate effect if any of the following conditions occur: (i) the Partner does not complete the KYC verification form or provide 糖心logo入口 with the requested information or documents without undue delay after a request, (ii) the KYC verification process cannot be completed in a timely and proper manner for any reason, (iii) the Partner fails to provide advanced notice of changes to the KYC information as outlined in Clause 6.5, (iv) the Partner does not meet current or future KYC verification requirements, or (v) 糖心logo入口 refuse, at their sole discretion, to provide Reselling to the Partner as a result of KYC verification.
7.1 Liability. Partner shall be responsible and fully liable to 糖心logo入口 for Chargebacks, Chargeback Fees, Refunds, Refund Fees, and fees arising from Disputes, claims, and fines associated with Partner鈥檚 activity in breach of these Product Specific Terms.
7.2 Indemnity. The Partner shall fully indemnify, defend, and hold 糖心logo入口 and its Affiliates harmless from third-party claims arising from (i) Reselling, (ii) providing Partner's Services to Customers, including all associated payments, expenses, Transactions, Chargebacks, Chargeback Fees, Refunds, Refund Fees, claims, fines; (iii) the cancellation of Partner's Services ordered through the 糖心logo入口 Platform and (iv) Partner鈥檚 gross negligence, wilful misconduct or fraud. 7.3 Partner's liability as per clause 7 shall be unlimited.
8. TERMINATION AND SUSPENSION
8.1 Termination and Suspension by 糖心logo入口. In addition to the reasons listed in clause 6 or elsewhere in the Agreement, 糖心logo入口 may suspend 糖心logo入口 Services and retain any Customer Fees, or terminate this Agreement if (i) 糖心logo入口 determines, in its sole discretion, that the Partner is ineligible for the 糖心logo入口 Services due to a significant fraud risk or any other risk of illegal activity associated with the Partner's use of 糖心logo入口 Services, or (ii) any applicable law, Payment Service Provider, or Scheme Rules require 糖心logo入口 to do so.
9. CHANGES TO THESE PRODUCT SPECIFIC TERMS
9.1 Changes to the Product Specific Terms. 糖心logo入口 may, at its sole discretion and at any time, make any changes to these Product Specific Terms. 糖心logo入口 agrees to notify the Partner of respective changes in advance of the changes taking effect by placing a new updated version of the Product Specific Terms on the 糖心logo入口 website. 9.2 Termination right. If the Partner disagrees with the changes made by 糖心logo入口 to these Product Specific Terms, the Partner is entitled to terminate the Agreement (and cease the use of 糖心logo入口 Platform and Reselling) any time within 30 days from placing a new version on the 糖心logo入口 website.
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