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1. The following terms and conditions govern your participation in the Shopee Retail Network Programme (“Programme”) provided by Shopee Singapore Private Limited (“Shopee”) on Shopee’s website and mobile applications (“Platform”).

2. The Programme is a feature on Shopee where certain approved sellers (“Sellers”) will be able to cross-list products (“Products”) onto Shopee Supermarket and/or such other stores managed by Shopee as may be notified by Shopee to Sellers from time to time (“Relevant Shops”) and enjoy the rights and privileges described in these Terms and Conditions for Shopee Retail Network Programme (“Terms and Conditions”). 

3. By participating in this Programme, a Seller accepts and agrees to be bound by these Terms and Conditions, in addition to the Terms of Service, Fulfilment by Shopee Terms and Conditions, the Shopee Policies and/or all other applicable terms and conditions, which are incorporated by reference.

Eligibility 

4. Only sellers who: 

1. are currently a registered seller on Shopee’s Fulfilled-By-Shopee Programme;
2. possess all necessary rights, licenses, consents and authorisations to sell and distribute the products listed in the shop; and
3. receive a separate written notification from Shopee informing them of the invitation to participate in the Programme;

are entitled to participate in the Programme.

5. Shopee shall have sole and absolute discretion in determining whether a seller is qualified to participate in and/or is disqualified from the Programme. For example, a seller may be disqualified from the Programme if any fraudulent activities are detected and have the cross-listed products terminated immediately in accordance with Section 5.4 of Shopee Terms of Service.

Programme Benefits 

6. The Programme will commence 3 working days after the date of a seller’s submission of written confirmation of participation (“Commencement Date”).

7. The Programme will run for a 3 month period from the Commencement Date, unless otherwise determined by Shopee, in its sole discretion, and notified to a Seller (“Programme Period”). 

8. The Programme allows Sellers to cross-list Products on one or more of the Relevant Shops. Shopee shall have sole and absolute discretion in determining which of the Relevant Shops the Products are cross-listed to, and the type and availability of Products made available on the Relevant Shop(s).   

9. A Seller shall receive the following marketing support from Shopee: 

1. Shopee Ads running on a Seller’s  Products for the entire Programme Period;
2. Collection exposure within Relevant Shops for selected Products, with exact allocation subjected to Shopee’s discretion; and
3. Campaign exposure within Relevant Shops  for selected Products, with exact allocation subjected to Shopee’s discretion.

Programme Fees 

10. Shopee will charge a Seller a service fee based on the final amount a buyer pays (after deducting the costs of any applicable vouchers, discounts and/or rebates) (“Service Fee”) for each Product purchased via the Relevant Shops  (“Qualified Transaction”). Such a Service Fee shall be calculated in accordance with the rates as notified by Shopee to sellers from time to time. Such Service Fee is subject to GST at the prevailing rate.

11. Unless otherwise determined by Shopee, in its sole discretion, and notified to a Seller, the Service Fee will be charged by Shopee on top of any other paid promotional campaign or programme that the Participating Seller is currently enrolled in (e.g., Fulfilled-By-Shopee Fees, Coins Cashback Programme Fees etc).

12. Following the successful completion of a Qualified Transaction, Shopee shall deduct the monthly total Service Fee after the end of the calendar month. The Service Fee deduction shall be made pursuant to a monthly charging report and invoice issued by Shopee, which will consolidate both the Fulfilled-By-Shopee fees and the Programme Service Fees. The monthly charging report and invoice shall be issued in accordance with the same process currently employed for Fulfilled-By-Shopee fee settlements.

 Miscellaneous

13. The right to participate in the Programme or to Programme benefits may not be transferred or assigned to any third party or other shop ID.

14. By participating in the Programme, a Seller agrees that a Seller shall: 

1. comply with all applicable laws and regulations when participating in the Programme;
2. comply with the Shopee Policies;
3. not participate in the Programme in any manner which may adversely affect other individuals or the goodwill or reputation of Shopee;
4. retain sole discretion in determining the prices of the Products sold under the Programme that is submitted to Shopee. For the avoidance of doubt, any prices provided by the Seller to Shopee may differ from the final prices displayed on the Platform which is shown to buyers as such final prices may be adjusted to take into account discounts such as storewide vouchers;
5. not hold Shopee liable for any discrepancies in the prices of the Products submitted to Shopee and the final prices displayed on the Platform shown to buyers;
6. provide a minimum of 3 working days notice to Shopee regarding any adjustments to pricing of the Products; and
7. provide accurate information at all times when participating in the Programme.  

15. The Seller represents and warrants that it has valid legal title to all products and all necessary rights to distribute the products and to perform its obligations under this Programme. For the avoidance of doubt, at no point will the ownership and title of the products be transferred to Shopee. 

16. The Seller indemnifies and releases Shopee against any claims (including any claims by third parties), loss, damage, cost (including legal costs), expense or liability arising out of any Product liability with respect to buyers of the Products. 

17. The Programme and the Platform are provided on an “as is” and “as available” basis and subject to the availability and functionality of Shopee’s services. Shopee does not make any representation, warranty and/or undertaking on the performance and capability of the Platforms; any software or hardware used to access and participate in the Programme, including an individual’s access and use of the Platform; and the reliability or quality of the underlying telecommunications network accessed and used by an individual to participate in the Programme. 

18. If for any reason any aspect of the Programme is not capable of running as planned, due to reasons such as  communications network failure, bugs, tampering, fraud, technical failure or any cause beyond the control of Shopee, Shopee may cancel, terminate, modify and/or suspend the Programme and nullify any Programme benefits. 

19. Shopee reserves the right to make final decisions and resolve disputes regarding the Programme. In this regard, Shopee may disqualify a Seller from participating in the Programme (as further outlined in Section 5 of the Terms and Conditions), to forfeit any Programme benefits and/or to take any other action pursuant to the Shopee Policies, if Shopee determines (at its sole and absolute discretion) that a Seller has engaged in any suspicious, fraudulent, illegal acts, abuse the Programme or otherwise breached these Terms and Conditions and/or any of the Shopee Policies (including by opening more than one Shopee account).  

20. To the maximum extent permitted by applicable laws, Shopee will not be liable for any claims, costs, injuries, losses or damages of any kind whatsoever arising out of or in connection with this Programme, including but not limited to any losses; direct, indirect, incidental punitive and consequential damages; fines; regulatory actions; claims, costs, injuries, losses or damages related to personal injuries, death, damage to, loss or destruction of property, right of publicity or privacy, defamation, or portrayal in false light.

21. Shopee reserves the right to vary these Terms and Conditions without notice, or withdraw or discontinue the Programme at any time without any notice or liability to any party. You as a Seller agree that you are responsible for accessing, reviewing and keeping yourself updated on all amendments. Your continued participation in the Programme after any amendments shall be deemed as your confirmation and acceptance of such amendments and all the amendments shall be valid and applicable to you. 

22. A Seller shall be responsible for all applicable taxes, duties, government fees and other charges arising due to your participation in the Programme.

23. Shopee shall not be liable to fulfil any obligations under these Terms and Conditions due to circumstances or events occurring beyond Shopee’s control, including but not limited to acts of God, natural disasters, pandemic or epidemic, governmental actions or restrictions, internet or telecommunications failures, cyberattacks, server outages, third-party platform disruptions, labour disputes or acts of war or terrorism.  

24. In the event of any inconsistency between these Terms and Conditions and any marketing or Programme materials, these Terms and Conditions shall prevail. 

25. Any and all rights of interpretation and explanation of these Terms and Conditions are exclusively reserved by Shopee. Shopee acknowledges that Shopee, and not any third party, is responsible for addressing any claims that you or any third party may have in relation to the Programme.

26. Any reference to a time of day is a reference to Singapore time unless otherwise stated.