Last Updated 14 November 2024

 

These are the terms and conditions of the Seller Agreement ("Agreement") between you (“Seller”) and Blink Technologies FZCO and its affiliates (“Tradeling”) regarding the use of Tradeling.com and any mobile applications to sell your products.

By completing the registration process and clicking the “Register” button, you agree to be bound by this Agreement, the User Terms and Conditions, Product Listing Policy and Privacy Policy, which are incorporated by reference in this Agreement. This Agreement will not take effect unless and until you have fully activated your seller account and have been verified by Tradeling.

Tradeling may update this Agreement at any time. Any changes to this Agreement will be posted on this page. Once posted, the new Agreement will be effective immediately. By continuing to access Tradeling.com or use its services, you will be considered to have accepted the updated Agreement.

RECITALS

(B)        Tradeling operates a B2B e-commerce platform (www.tradeling.com) along with its other affiliate ecommerce platforms and applications (“Platform”).

(D)       Seller intends to sell its products (“Products”) on the Platform to Tradeling’s buyers (“Customers”).

 

1. INTERPRETATION

 

1.1. These are the terms and conditions of the Agreement between the Parties regarding the use of the Platform.

1.2. This Agreement will not take effect unless and until Seller has fully activated its account on the Platform following Tradeling’s verification process.

1.3. Tradeling may make amendments to the terms of this Agreement at any time; amendments will be reflected in the Platform’s terms and conditions pages. By continuing to access and use the Platform or any of Tradeling’s services, Seller will be considered to have accepted the updated terms.

1.4. This Agreement does not create a partnership, joint venture, employment or franchise relationship between the Parties. Tradeling does not represent either buyers or sellers in any transaction and is not a party to any agreement between them.

1.5. Tradeling reserves the right to change, upgrade, modify, limit or suspend any functionalities or applications at any time, temporarily or permanently, without prior notice.

1.6. If any clause of this Agreement is considered invalid or unenforceable, such clause will be deleted and the remaining clauses will remain valid and enforceable.

 

2. TERM

 

2.1 This Agreement shall come into effect once a Seller account is created on tradeling.com, and shall continue to be in effect (the “Term”) until terminated by way of Seller’s deactivation of its account(s) on www.tradeling.com, or by way of Tradeling’s discretionary deactivation of the Seller account following its breach of this Agreement.

2.2 In the event of the termination of this Agreement for any reason, both Parties shall settle all outstanding financial obligations and dues promptly and within 14 days of termination.

 

3. SELLER’S RESPONSIBILITIES

 

3.1 Seller represents that:

 

1. 1. 1. It has full power and authority to accept this Agreement and to fulfill its obligations under this Agreement;
      2. It is solely responsible for obtaining all required licenses, permits and certifications for the Products it posts or displays. Products that Seller submits, posts or displays for sale is not counterfeit or stolen and does not otherwise violate any of copyright, patent, trademark, trade name, trade secrets or any other rights of any third party;
      3. It has the right and authority to sell, trade, distribute or export the products listed on the Platform, and the listing of these products does not violate any third-party rights (for example, exclusive agency, intellectual property, or distribution agreements); and
      4. The information and documents submitted during Tradeling’s registration process are true, accurate, current and complete, and Seller will maintain and update all information and documents to keep them true, accurate, current and complete while its account is active;
      5. Neither Seller nor its directors and officers nor affiliates are the subject of any trade restrictions, sanctions or other legal restrictions of any country, international organization or jurisdiction.
      6. It is solely responsible for its Product pricing.
      7. It is solely responsible for listing its Products on the Platform, subject to Tradeling’s content moderation and approval.
      8. It is solely responsible for maintaining its financial statements on a separate accounting system from that of Tradeling.
      9. It will carry out activities on the Platform in compliance with any and all applicable laws and regulations including but not limited to UAE consumer protection laws and tax laws;
      10. It will conduct its business transactions with other Platform users in good faith;
      11. It will carry out its activities in line with this Agreement, and any other applicable agreements if agreed separately;
      12. It will upload all requested order data for every transaction to the Platform;
      13. It will not use the Platform to defraud any person or entity;
      14. It will not impersonate any person or entity, misrepresent itself or its affiliation with any person or entity;
      15. It will not manipulate feedback through multiple user accounts or third parties, by leaving positive feedback for itself, or unjustified negative feedback for another user;
      16. It will not copy, reproduce, download, republish, sell or distribute any information, text, images, graphics, video clips, sound, directories, files, databases or listings, available on or through Tradeling for any purpose;
      17. not engage in spamming, phishing or spreading viruses;
      18. not use the Platform solely to collect information about other users;
      19. It will not use information available on the Platform to solicit offline sales; and
      20. It will not engage in any activities that would create liability for Tradeling.

 

3.2 Seller further agrees that the Products it posts will:

 

1. 1. Be true, accurate, available, and complete;
   2. Not contain information that is defamatory, libelous, threatening, harassing, obscene, explicit, offensive, or otherwise objectionable;
   3. Not contain information that is discriminatory or promotes discrimination;
   4. Not violate the Platform’s Product Listing Policy;
   5. Not violate any applicable laws and regulations or promote any activities which may violate the same;
   6. Not be used to defraud any person or entity; and
   7. Not post any link directly or indirectly to other websites that include content that violates this Agreement.

 

3.3. In its sole discretion, Tradeling reserves the right to remove a posting or listing or suspend or terminate any account if it learns of a violation or suspected violation of any of the terms of this Agreement. Tradeling will not be liable for compensation or damages to Seller.

 

4. TRANSACTIONS ON THE PLATFORM

 

4.1. Through its website and related applications, Tradeling provides a platform for buyers and sellers to interact with one another for the sale and purchase of Products.

4.2. Tradeling does not control and is not responsible for the quality, legality, safety, pricing or availability of the products offered for sale on the Platform, the ability of sellers to complete a sale, or the ability of buyers to complete a purchase.

4.3. By accessing or using the Platform, Seller accepts the risks of conducting any transaction, as well as any related activities, such as storage, shipment and delivery and return of Products.

4.4 Tradeling is not liable for unsatisfactory or delayed performance, losses, damages or business interruptions as a result of Seller’s Products that are unavailable, damaged or not delivered.

4.5. Tradeling may, but is not required to, mediate or attempt to resolve any dispute or disagreement between buyers and sellers, but will not be responsible for the resolution of such disputes.

4.6. This Agreement, if uploaded following any separate agreement between the parties, shall supersede any previous agreements.

 

 

5. RETURNS AND REFUNDS

 

5.1. Customers may reject or return Products to Seller in the following cases:

1. 1. 1. Orders may be cancelled before the Products are marked “Ready to Ship”;
      2. Orders may be returned within 24 hours of delivery for Customers who are businesses, or within 7 days if Customers are individuals, or within the time specified if the latest Return and Refund Policy on the Platform;
      3. Orders may be returned if Products appear to have been damaged or they do not conform to their description on the Platform; or
      4. Orders may be returned if the Products appear to be counterfeit or not in compliance with local laws and regulations.

This clause is subject to proof submitted by Customers, and Tradeling’s approval at its discretion.

5.2. Tradeling will notify Seller of any initiated return and collect the returned Products from Customer. Tradeling will make three attempts to deliver the returned Products to Seller, if Seller does not accept the returned Product for any reason, Tradeling may proceed with the Products as it sees fit. Tradeling will not be liable towards Seller (i.e. compensation for returned Products) if the latter does not accept the returned Product.

5.3. For Products that are stored in Tradeling’s warehouse under a separate model, Tradeling will collect the returned Products and will assess whether the Products are fit for resale. If the Products are not fit for resale, Tradeling will inform Seller in writing and will request that Seller collect said Products. If Seller does not respond within 5 working days of Tradeling’s request, Tradeling may proceed with the Products as it sees fit with no liability towards Seller (i.e. compensation for returned Products, shipment of Products to Seller, etc.).

 

 

6. INVOICING AND PAYMENTS

 

6.1. The primary invoicing relationship shall be between Seller and Customer; therefore, Seller will not issue any invoices to Tradeling for the sale of the Products. Subject to clause 6.2, Seller is solely responsible for issuing and uploading its invoice during the order confirmation process, and such invoices will be addressed to the Customer. Tradeling will in turn issue an invoice to Seller for any commissions or other fees to be paid, with VAT included, as applicable. For Tradeling to transfer Seller’s sales proceeds, Seller must upload a copy of each transaction tax invoice to the Seller Center on tradeling.com.

6.2. To ensure a consistent customer experience and compliance with tax regulations, Tradeling provides an added service option whereby Sellers may opt for, consent to, and authorize Tradeling to auto-generate and issue invoices on behalf of Seller, under the Seller's name and tax identification number. Sellers remain solely responsible for accurately providing up to date and necessary information on the Platform (including but not limited to the tax registration number, legal name, and address). Invoices will be created based on the transactions processed through the Platform and Seller agrees to be bound by the details and amounts reflected in these invoices. If such arrangement is opted for by Seller, Tradeling's role will be limited to facilitating the issuance of tax invoices and credit notes on behalf of Seller as a support service. Seller must not issue any tax invoices to Customers in order to avoid duplicate invoicing. Tradeling will collect payments on behalf of Seller and deduct any applicable service fees.

 

6.2.1. Seller authorizes Tradeling to act on its behalf solely for purposes of:

i. Issuing tax invoices and credit notes (when applicable);

ii. Collecting and processing payments from Customers;

iii. Refunds and adjustments for Seller’s transactions;

iv. Receiving and holding sales proceeds from Customers;

v. Remitting sales proceeds to Seller’s bank account; or

vi. Withholding or offsetting sales proceeds from other sales and deducting amounts Seller owe to Tradeling, or that are under dispute with Customers.

 

6.3. Before remitting sales proceeds to Seller, Tradeling will deduct the following amounts:

i. Refunds due to Customers for the return of products or order cancellations;

ii. Any resoli.ution of a dispute in favor of Customers; and

iii. Any commission, logistics or other fees due to Tradeling pursuant to this Agreement or any other agreement with Tradeling.

 

6.4. The payout for orders delivered between the 1st to the 15th of the month will be on the 22nd of the month, or on the next business day if the 22nd falls on a weekend or public holiday. The payout for orders delivered between the 16th to end of month will be paid within 7 working days of the following month. Proceeds will be paid to the bank account provided to Tradeling. If the bank account details that have been provided to Tradeling are not correct, payment will be made in line with the timelines of clause 6.4 from when the correct information is provided to Tradeling.

 

6.5. If the bank account details that have been provided to Tradeling are not correct, Seller will be paid per the above timeline, based on when the correct information is provided to Tradeling.

 

6.6. If a refund is made to Customers for the return of Products, order cancellation or as resolution in a dispute, Tradeling may:

i. Offset any amounts that are payable by Seller to Tradeling from any sales proceeds;

ii. Invoice Seller for amounts due to Tradeling, which must be paid upon receipt; or

iii. Obtain reimbursement from Seller through any other legal action.

 

6.7. Sellers are solely responsible for local VAT compliance with regards to obtaining VAT registration, issuing tax invoices and tax credit notes, reporting their supplies in periodical VAT returns, maintaining documents and records, addressing tax authorities’ inquiries, VAT audits, and any penalties for non-compliance.

 

6.8. Under no circumstances will Tradeling be liable for any claim of non-payment by Customers.

 

7. THIRD PARTY SERVICES

 

7.1. Tradeling may give users access to third-party sites or services through hyperlinks, API or other means. Users are encourages to review the third-party terms and conditions, as Tradeling has no control over and does not monitor such sites. Tradeling will not be liable to users for the content of these sites or use of them.

7.2. Tradeling may offer third-party services, such as payment gateways, financing and delivery services. These services may be subject to a separate agreement between users and the service provider. Under no circumstances will Tradeling will be liable to users for the use of such services.

7.3. Third-party services may be subject to separate fees. Users will be informed of such fees prior to the performance of the services.

 

8. LIABILITY

 

8.1. Seller agrees to defend Tradeling, its affiliates, directors, officers and employees against any and all third-party losses, claims and liabilities (including legal costs) which may result from (i) Seller’s violation of any applicable laws or this Agreement; (ii) use of Tradeling.com or its services (or third-party services or sites offered through Tradeling); (iii) Seller’s Products, including the offer, sale, refund, cancellation, return, or adjustments; (iv) Seller’s taxes or the collection, payment, or failure to collect or pay Seller’s taxes, or the failure to meet tax registration obligations or duties; or (v) actual or alleged breach of any representations Seller has made. Seller agrees to fully compensate Tradeling for such losses.

8.2. Tradeling will not be liable to pay any consequential, indirect, punitive or incidental damages (including but not limited to damages for loss of profits or savings, business interruption, loss of information), resulting from Seller’s use of the Platform, or any third-party services or sites offered through Tradeling.

8.3. Regardless of the above clauses, the total liability of Tradeling, our employees, agents, affiliates or representatives for any or all Seller’s claims during any calendar year is limited to USD 100.

8.4. Tradeling has the right to cooperate fully with governmental or regulatory authorities or law enforcement in the investigation of any suspected criminal or civil wrongdoing. As permitted by applicable laws and policies, Tradeling may disclose a seller's identity and contact information regarding a seller's account, transactions or activities carried on the Platform. Tradeling will not be liable for damages due to such disclosure, and Seller agrees not to bring any claim against Tradeling for the disclosure.

8.5. If Tradeling does not enforce its rights or act against any breach by Sellers under this Agreement, this shall not be considered a waiver.

 

9. INTELLECTUAL PROPERTY

 

9.1. Tradeling and its related logos and words on the Platform are registered trademarks of Tradeling and are protected by international trademark and other intellectual property rights and laws. Tradeling’s trademarks may not be used in connection with any service or products other than Tradeling’s, without its written consent.

9.2. All other trademarks not owned by Tradeling that appear on Tradeling.com, including Products uploaded by Seller, are the property of their respective owners, who may or may not be affiliated with Tradeling.

 

10. DISPUTE RESOLUTION

 

10.1. The Parties shall cooperate in good faith to address any conflicts or challenges that may arise due to differences in laws or regulations between the Applicable Laws, with the aim of finding mutually agreeable solutions that enable compliance with the laws of both relevant jurisdictions to the extent possible.

10.2. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof shall be subject to the exclusive jurisdiction of the Courts of Dubai.

 

11. NOTICES

 

11.1 All notices or demands to Tradeling must be made in writing and sent personally, by courier or by email to:

Attn: Blink Technologies FZCO, Building 9W, Office A501, Dubai, United Arab Emirates   Email: legal@tradeling.com.

11.2. All legal notices or demands to Seller will be delivered to the last known email address provided by to Tradeling, unless otherwise required by specific laws or regulations.