AppScenic owns and operates the website located at www.AppScenic.com (“Website”), the AppScenic Platform (as defined below) and the AppScenic application available on Shopify, Woocommerce and other providers (the “AppScenic App”). These Terms and Conditions apply to all Retailers and Suppliers (as defined below) and will govern the use of Service.
I. ULTIMATE PRINCIPLES FOR THE USE OF APPSCENIC SERVICES
I.1. By selecting to utilize the Services, you register as a Retailer or Supplier on AppScenic, indicating your full acceptance of these Terms and Conditions. If you are unwilling to agree to these Terms and Conditions, then do not use the AppScenic Platform or the Services as a Retailer or Supplier.
I.2. The Retailer and Supplier Terms and Conditions, as presented hereby, may be amended or updated by AppScenic now and then without notice and may have changed since your last visit to the Website or since you used the AppScenic Platform. It is your responsibility to review these Retailer and Supplier Terms and Conditions for any changes.
I.3. Using our Services after the Terms and Conditions have been amended or updated values by itself your acceptance of such revised terms.
I.4. Any new features that may be added to this Website occasionally will be subjected to these Terms and Conditions unless stated otherwise. You should visit this page recurring to review these Terms and Conditions.
I.5. If you are agreeing to these Terms and Conditions on behalf of an entity, you hereby represent and warrant that you have all necessary permissions and authority to agree to these Terms and Conditions and to bind the entity to its Terms and Conditions.
II. APPSCENIC USE OF SERVICES – DEFINITIONS OF TERMS AND CONDITIONS
Definition: For the purposes of this Agreement, in addition to the capitalized terms defined elsewhere in this Agreement, the following terms shall have the following meanings:
II. 1. AppScenic Platform represents AppScenic as an online web-based marketplace, an automated dropshipping platform. AppScenic is linked to Shopify and WooCommerce applications and other providers that allow Retailers to purchase products directly from Suppliers who have subscribed to AppScenic’s services. Through our platform Retailers’ products are dropshipped by the Suppliers from the USA, Canada, Australia, etc. directly to the End Customer;
II.2. The Agreement sets forth the Sign-Up Form and these Retailer or Supplier Terms and Conditions (updated occasionally);
II.3. Terms and Conditions are all the clauses, provisions, stipulations and specifications, etc. comprised in the hereby Agreement that applies to all Retailers or Suppliers (as defined below) in order to use the Service;
II.4. Sign-Up Form stands for the online sign-up or registration form filled in by Retailer or Supplier and which refers to these terms, and which may set out certain commercial terms such as the terms, fees and features of the Service to be delivered to Retailer;
II.5. Services represent the services offered by AppScenic and subscribed for by Retailer and Supplier under the Master Agreement; AppScenic offers a complete range of services to help dropshippers automate their online business, and make their whole trade easier through automate eCommerce;
II.6. Supplier is any supplier who has subscribed to the AppScenic Platform, primarily for the purpose of using the AppScenic Platform as a marketplace for Retailers to list supplier’s products on their online store and having those products dropshipped by that Supplier to that Retailer’s End Customers;
II.7. Supplier Profile means the Supplier’s profile on the AppScenic Platform, which is available for Retailers to view and on which Suppliers may detail information regarding the Supplier, its location, its terms of supply, Processing Time, Shipping Time and such other information as AppScenic may permit or require occasionally;
II.8. Retailer signifies the entity registered as “Retailer” (the trader, most of the time) through the Sign-up form in order to receive dropshipping services from Suppliers according to these Terms and Conditions;
II.9. Retailer Order means an order by a Retailer to purchase Products from the Supplier, submitted through the AppScenic Platform;
II.10. Retailer’s Subscription means the method at the Retailer disposal to receive our services regularly, by paying in advance a fee, which can be monthly or yearly;
II.11. End Customer is an end customer of a Retailer to whom any Products are to be dropshipped by the Supplier through the delivery company;
II.12. Dropshipped and dropshipping means sending Products directly from Supplier to an End Customer on behalf of a Retailer;
II.13. Products represent Supplier’s products listed by Supplier through the Service(AppScenic platform), including, without limitation, those specified in the Sign-Up Form (if any). The product list may be updated at any time by the Supplier in conformity with the Terms and Conditions of this Agreement;
II.14. Product Specificationsrepresent technical specifications or additional details that describe the Supplier’s product, like the material used for a jacket or tech specs if the product is a laptop that can be of interest to the customers;
II.15. Listing Price represents the prices that the Supplier listed the Products on the AppScenic Product Catalogue and which the Supplier shall charge Retailers for selling such products. Listing prices do not include transaction fees, taxes and shipping costs;
II.16. Business Currency is the currency selected by any Supplier or Retailer on the AppScenic Account from USD, EUR, or GBP;
II.17. MAP means the minimum advertised price, being the lowest price a retailer can opt to advertise a product for online sale or in an advertisement;
II.18. RPP means the recommended retail price is also known as the list price. RRP is the price that the Supplier may choose to recommend to the Retailer to charge for a specific product. This is meant to help standardize prices amongst different locations;
II.19. Shipping Price means the cost listed on the AppScenic Platform by Supplier for dropshipping any Products to End Customers; Shipping price shall be paid by the Retailer/End Customer;
II.20. Total Fees in respect of a Retailer Order represents the total value of the Listing Price for all Products ordered by the Retailer, the Shipping Price, and transaction fees that AppScenic will take as a percentage from any sales, value added or similar taxes (if any);
II.21. Invoicing on your behalf is the automatically generated invoices by the AppScenic Platform on behalf of the Supplier for every order received from Retailers in the platform;
II.22. Supplier’s Order Processing time is the number of business days to ship and provide the tracking number;
II.23. Delivery times is the estimated time it takes for the package to get to the customer after it is shipped;
II.24. Retailer’s Subscription means the method at the Retailer disposal to receive our services regularly, by paying in advance a fee, which can be monthly or yearly;
II.25. User (Team) is an employee, contractor or agent of Supplier who is authorized by Supplier to use the Service, and who has been supplied a user account and password by Supplier (or by AppScenic at Supplier’s request) for the Service;
II.26. Return policy means all the Terms and Conditions set out by the Supplier for the return of its products, for specific reasons, which may be comprised in a general return policy(applicable for all its products) or in the related conditions to a single product/ to set of products;
II.27. Return Reasons means that the product delivered is damaged, is the wrong product, the product does not meet the quality, design, size, color features included but not limited to, with those described on the platform or is the wrong quantity;
II.28. Return Timeframe is the time limit established by the Supplier, in which a customer must register a return request for specific reasons, such as wrong product, wrong quantity, or damaged product. Return timeframe countdown starts when the order is confirmed/marked by the Supplier as shipped to the Retailer/End Customer plus the maximum shipping time specified by the Supplier. If a tracking number with a delivery date is available, the return timeframe countdown starts from the delivery date.
II.29. Return Request Accepted by the Platform means the request registered by the Retailer/End Customer on the AppScenic Platform for the return of the product within the return timeframe above mentioned and accepted by the Platform. The retailer/end customer has a maximum of 10 business days to return the product and provide the shipping tracking number;
II.30. The Default time limit for product returns is 30days and the minimum can be 7 days. This means that the customers can change their mind about the purchase and can return it within 30 days (if the Supplier chooses our default setup) or a minimum of 7 days from the day they receive the products;
II.31. Free Returns mean that the Supplier can choose, for a specific product page or on its Return Policy, not to charge anything for the shipping when a customer wants to return that specific product for any of the reasons defined in this regard, such as product is damaged, wrong product received, product not as described, wrong quantity received;
II.32. Images required signify pictures, required by the Supplier of the product that is returned, able to prove the reason for which customers want to return the products;
II.33. Override Return Timeframe means the timeframe in which a customer can return a product for certain reasons also specified by Supplier in the Returns Policy. The Supplier can set his own default time limit for product returns, be it for example 30 days, in the Returns Policy on Supplier’s AppScenicAccount, under Products. When the Override Return Timeframe is chosen on the product page, the default timeframe for returns is disabled and has to be provided another time limit for returns;
II.34. Shipping Specifications are all the details describing the delivered product: weight, height, or length, among others and they are necessary for choosing the optimal transportation service and calculating its cost;
II.35. Prime delivery is an ultra-fast delivery that means Supplier can provide one-day or at most three-days shipping in the countries you selected;
II.36. AppScenic Escrow Payment System is a legal concept describing a financial instrument whereby escrow money is held by a third party – AppScenic – on behalf of two other parties that are in the process of completing a transaction. AppScenic Escrow accounts include escrow fees managed by us acting like agents who hold the funds until the fulfillment of predetermined contractual obligations;
II.37. Security of AppScenic Online Escrow Payment System means all measures taken so escrow will protect the Retailer(buyer) and Supplier(seller) from fraud or nonpayment. AppScenic online Platform acts as the middleman for online product sales. The Retailers and the Suppliers send the money to our escrow service, and we hold the money until the product is delivered and verified then AppScenic makes the contractual payments, releasing funds to the Supplier;
II.38. Interpretation Rules throughout this Agreement:
- words indicating the singular include the plural and vice versa and words denoting any gender include all genders;
- all usage of the word “including” or the syntagma “e.g.,” shall mean “including, without limitation,”;
- all dollar amounts are expressed in United States dollars (USD) unless expressly provided otherwise on the Sign-Up Form.
- if there is any conflict or inconsistency between the terms in the various parts of this Agreement, these Terms will take preference;
- the division and headings of this Agreement into articles and sections are for convenience of reference only and shall not affect the interpretation hereof;
II.39. Personal Data represent any information or data that alone or together with any other information relates to an identified or identifiable natural person (“data subject”), and all data is considered to be personal data under Privacy Laws. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;
II.40. Privacy Laws signify any law, statute, directive, or regulation, including all legislative and/or regulatory amendments or successors thereto, regarding privacy, data protection, information security obligations and/or the processing of Personal Data. That includes, without limitation, the General Data Protection Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data as amended or superseded from time to time as it was amended by the provisions of the EU Decision 2021/915 of 4 June 2021 on the standard contractual clauses between controllers and processors under Article 28(7) of Regulation (EU) 2016/679 of the European Parliament and of the Council and Article 29(7) of Regulation (EU) 2018/1725 of the European Parliament and of the Council;
II.41. Confidential Information means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the Service, business and marketing plans, technology and technical information, product designs, and business processes.
III. MARKETPLACE AND LICENSE TERMS
III.1. AppScenic Platform as a Marketplace – an automatic dropshipping.
III.1.1. The AppScenic Platform is an online marketplace that enables Suppliers to publish their products on the AppScenic Platform for Retailers to view, list on the Retailer’s own online stores, and sell directly to End Customers on the principle that the products are being Dropshipped by the Supplier.
III.1.2. The purchase contract is concluded exclusively between the Retailer and the Supplier and the parties agree that the date of the contract conclusion is the day the Retailer received, through the Platform, from the Supplier, the notification with the shipping tracking number.
III.1.3. As the provider of the AppScenic Platform, AppScenic does not purchase, sell, resell, provide, offer, deliver, supply or Dropship any Products.
III.1.4. AppScenic Platform provides an Escrow Payment System.
III.1.5. AppScenic is registered in England and Wales with the number 12949662.
III.1.6. The Services provided through this escrow payment system are Internet-based transaction management services. Therefore, AppScenic acts as escrow agent in a sale transaction, on behalf of the Supplier and the Retailer.
III.1.7. Appscenic does not save in its own systems any card data but it makes an encrypted transfer of the card data, through https, directly to the payment processor using API (Application Programming Interface).
III.1.8. AppScenic takes all necessary security measures in order to fully protect the cardholder data received.
III.1.9. AppScenic assumes responsibility for the security of cardholder data it possesses or otherwise stores, processes, or transmits on behalf of the customer, or to the extent that they could impact the security of the customer’s cardholder data environment.
III.1.10. There will be no direct payments between the Supplier and the Retailer.
III.1.11. Through our escrow service, AppScenic creates accounts(wallets) at the Retailer’s disposal to pay, to be paid, or to make refunds for the products returned. If a Retailer requests a refund of wallet money to a card, PayPal, or bank account, AppScenic will process it within 24 hours, excluding the fees charged by banks/card providers (usually 1-3%).
III.1.12. The Retailer has to make two transactions: 1) payment of the subscription, if opted for, and 2) payment of the total fees of the purchase(made of products ordered and AppScenic fees representing a percentage of the aggregate price of the products ordered).
III.1.13. AppScenic will collect the transaction fees from the Retailer once they reach a 50USD balance.
III.1.14. The Supplier will be paid directly to the method indicated by him in the platform after the return time frame expired for a shipped product.
III.1.15. In a hypothesis when the Supplier has been paid on the Platform in advance, the Supplier is held liable for the non-delivery of the package and has to refund the price.
III.1.16. On behalf of the Retailer, in its escrow quality, AppScenic will make the payment of the order to the Supplier, guaranteeing the full payment.
III.1.17. AppScenic Platform provides the payment of the order price and helps the delivery of the products by closely supervising the delivery process through its tracking number of the shipment.
III.2. Supplier’s Rights And Obligations
III.2.1. Subscribing Conditions
III.2.1.1. In order to get approved as a Supplier on AppScenic, there are certain conditions to be met:
(1) Have a physical store or manufacture products on demand(medium and large, small eCommerce stores, limited edition or hand-made manufacturers,);
(2) Process and ship orders fast using trackable shipping methods;
(3) Sell high-quality products;
(4) Accept returns or refunds for specific reasons like wrong product, wrong quantity, damaged product; Based on the acceptance on the Platform of the Retailer’s return request, replace the inconsistent products returned by the Retailer in 3 (three) days from the notification Supplier received on the Platform.
III.2.2. Supplier’s Rights and Benefits
III.2.2.1. The Supplier, registered on AppScenic Platform, shall be able, through our automated dropshipping, to sell its products online to Retailers all over the world, free of charge.
III.2.2.2. The conclusion of the contract of sale between Supplier and Retailer is considered valid at the moment where Supplier handed over the shipment to the delivery company and provided the platform with the shipment tracking number as long as the order processing time that Supplier selected on the Platform has not expired.
III.2.2.3. If the order processing time has expired, the Retailer has the possibility to cancel the order and the payment of the total fees, made by the Retailer, will become a credit on its AppScenic wallet and will be used for other transactions. Nonetheless, the Retailer has the possibility to keep its order active even if the Supplier made a late processing.
III.2.2.4. Platform facilities for the Supplier: (i) import products from our existing online stores in seconds; (ii) use our built-in online feed importer to add products easily from any platform, tool or database, that supports csv or excel file export; (iii) import products automatically from some of the most important inventory and orders management in the world; (iv) benefit from price and stock synchronization; (v) receive support from AppScenic in order to develop the multiplatform integration; (vi) automatically receive invoices generated by AppScenic Service and sent to Retailers on your behalf; (vii) get paid for your product using your favorite payment methods; (viii) get paid in USD, EUR or GBP currency.
III.2.2.5. The Supplier is the only one to establish the price of the listed products through the AppScenic Platform.
III.2.2.6. The Supplier has the right to be paid by the Retailer exclusively through the escrow AppScenic Platform after all the return terms have expired in accordance with our predefined weekly schedule, and only if the shipment tracking proves that the order was delivered.
III2.2.7. The Supplier can choose, at the time of the creation of its account on AppScenic Platform, the method of payment that it prefers. The payment method can be updated/changed at a later date.
III.2.2.8. The Supplier has the right to be paid the full amount of every valid order duly delivered, free of charge.
III.2.2.9. The Supplier can choose the business currency of its account from USD, EUR, or GBP in order for AppScenic to approve the Supplier’s Account. This currency selection is also essential because it represents the currency in which Supplier will be paid and also represents the price under which Supplier products will appear.
III.2.2.10. The Supplier has the right and obligation, under these Terms and Conditions of use of Services, to establish its Refund policy. The supplier has the obligation to accept either a refund or a return in the next scenarios: product arrived damaged at the destination, the wrong product was received by the end customer, the product is not as described or the wrong quantity was delivered. The supplier has the right to ask for an image/photograph with the delivered product(s) from the retailer to verify if the return/refund reason is valid.
III.2.2.11. The Supplier has the obligation to deliver the shipment as specified in the Retailer’s order, making sure that the products delivered are the ones mentioned in the Invoice and they meet all the legal quality and characteristic requirements.
III.2.2.12. The Supplier is liable for the delivery of the shipment directly to the Retailer’s store or the End Customer.
III.2.2.13. The Supplier has the right and the obligation to upload, on the Platform, pictures, animations or videos (collectively, “Images”) in respect of the Products which must accurately reflect the quality and condition of the Products. AppScenic reserves the right to require that Products have a minimum number of Images of a certain format, size and resolution. All Images must be original but no watermarks or text is allowed. Supplier shall use all reasonable endeavors to comply with AppScenic’s policies on Images as communicated by AppScenic to Supplier every now and then. Suppliers give AppScenic and AppScenic Retailers the right to use such images for sales and marketing purposes.
III.2.3. Supplier’s Obligations
III.2.3.1. By becoming an AppScenic Supplier, every Supplier is to accept returns or refunds for specific reasons like wrong product, wrong quantity, damaged product and, to this result, Supplier has to have a well-defined return policy.
III.2.3.2. Setting out a Return Policy is essential for becoming an AppScenic Supplier because AppScenic aims to provide a high eCommerce standard and, through our requirements of excellence, to give retailers and their customers a feeling of trust and security. A clear return policy, set out by the Supplier in accordance with the definition of the Return policy term, will guarantee to our customers that what they are buying through our Platform meets their expectations.
III.2.3.3.The Supplier has to state on its Platform profile what kind of non-returnable items sells. In this category, are, including but without limitation, hazardous materials or that use flammable liquids or gases; any product missing the serial number or UPC; downloadable software products; online subscriptions after they have been accessed; gift cards (except as required by law); prepaid game cards (World of Warcraft, Xbox 360 Live, Wii Points, etc.); some jewelry orders; some health and personal care orders; grocery products; open software; items with special shipping restrictions; live insects.
III.2.3.4. The Supplier can specify on the Platform his return options:(1)Offer replacement when Supplier is happy to send a product replacement (2) Offer refund when Supplier is happy to just refund the order. The supplier can request before accepting return pictures.
III.2.3.5 The Supplier accepts that the Retailer has the right to cancel its order at any time before it is shipped without the possibility for the Supplier to be able to validly solicit any type of reparation.
III.2.3.6. When the specific return reasons, as mentioned above, are met, the Supplier has the obligation to replace the product in accordance with the specifications within the Retailer’s order.
III.2.3.7. The Supplier has the obligation to respond in a maximum of 3(three) days from the day the return application, registered by the Retailer, has been accepted by the Platform.
III.2.3.8. Through the platform, the Supplier will be notified simultaneously of the acceptance of the return request registered by the Retailer.
III.2.3.9. If the supplier fails to respond to the delay above mentioned by replacing the products returned, then the return will be processed in favor of the Retailer and the Supplier will not be paid.
III.2.3.10. Upon returning the products because of the loss of the package/shipment, with or without the delivery company’s fault or because the Supplier didn’t hand it over to the delivery company, as defined above, the Supplier is held accountable and has to refund the price to the Retailer, by accepting AppScenic Escrow to refund Retailer price.
III.2.3.11. The Supplier has 10 business days to replace the product/s starting from the moment the Supplier received the returned product registered in the shipping tracking information.
III.2.3.12. Product Information provided by Suppliers is its entire responsibility. When listing Products available through the AppScenic Platform, the Retailer may display any information or images listed by Suppliers in respect of such Products. However, AppScenic makes no warranty, representation, or covenant as to the accuracy, completeness or sufficiency of such information or whether such information is in compliance with any legal, statutory or regulatory requirements, and expressly disclaims any and all responsibility in respect of any information made available by Suppliers through the AppScenic Platform.
III.2.3.13. The Supplier is prohibited to provide marketing materials to the Retailers/End customer. When shipping AppScenic orders, each Supplier agrees that it will not include any marketing or promotional material such as coupons/gift certificates that encourage the End Customer to buy directly from Supplier’s website or otherwise seeks to divert business away from Retailer or AppScenic.
III.2.3.14. An invoice is made available to the Supplier with every Retailer Order through the AppScenic Platform.
III.2.3.15. The supplier must indicate its processing times as well as delivery times on the Supplier Profile. Processing time is the number of business days to ship and provide the tracking number and delivery times is the estimated time it takes for the package to get to the customer after it is shipped. If the orders are processed late, the Retailer may cancel the Retailer Order through the AppScenic Platform and AppScenic will process a refund from Supplier to Retailer.
III.2.3.16. AppScenic has no control over the actions of suppliers and accepts no responsibility or liability in the event of a breach by the supplier of its obligations.
III.2.3.17. AppScenic has no control over any fees that banks process. Please note that there might be bank fees associated with a transaction which will be deducted from your final payment.
III.4. Retailer’s Rights and Obligations
III.4.1. Subscribing Conditions
III.4.1.1. By using the AppScenic platform, the Retailer orders a Product to be dropshipped by the Supplier to its store or directly to the End Customer. Therefore, the Retailer and the Supplier are entering into a contract directly with each other. Additional terms required by a Supplier may be published by Supplier on the Supplier’s Profile through the AppScenic Platform, or as otherwise communicated between Retailer and Supplier.
III.4.1.2. The Retailer has the right to cancel the order any time before it is shipped by the Supplier, free of charge.
III.4.1.3. Secondly, the Retailer has the chance to subscribe to our Platform with the purpose of receiving our services regularly, by paying in advance a fee(non-refundable if the service was provided), which can be monthly or yearly. Our monthly subscription can be terminated at any time. Cancellation for monthly plans becomes effective at the end of the current billing month. Our yearly plan can be terminated at the end of each contract year.
III.4.1.4. AppScenic is not and does not become a party to or another participant in any contractual relationship between Retailers and Suppliers.
III.4.1.5. AppScenic has no contractual relationships or any other kind of contact with the Retailer’s End Customer, so AppScenic assumes no responsibility or liability in the event of a breach by Retailer of its obligations assumed in its contractual relationship with his End Customer.
III.4.1.6. AppScenic is acting as an escrow agent for Retailer and Supplier.
III.4.1.7.Conditioned on the provisions in this Section III and the other Terms and Conditions of this Agreement, AppScenic shall make the Service available to Retailer during the Term for use in Retailer’s business on an exclusive, nontransferable basis. AppScenic will provide basic support to Retailer in respect to Retailer’s permitted use of the Service. Retailer acknowledges and agrees that the Service may be unavailable at times during the Term because of: (a) planned downtime; or (b) any unavailability caused by circumstances beyond AppScenic ‘s reasonable control, including without limitation, acts of God, force majeure, a fortuitous case as acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within AppScenic’s possession or reasonable control, and denial of service attacks.
III.4.1.8. The Retailer’s wallet open on the Platform enables the Retailer: to automatically make all its purchase payments; to receive the refunded prices and use it at its new purchases (actually, the price is refunded only on the Platform); credit his wallet for the future acquisitions.
III.4.1.9. The Retailer has the possibility to withdraw at any time its funds from their account (wallet) on the Platform with one condition: Retailers should use the same method of payment used to fund their account initially (credit card, Paypal, etc.)
III.4.1.10. By using AppScenic Platform, Retailer has the following benefits:
- access to AppScenic browse products catalogue including over 500,000 high-quality products from the USA, Europe, AUS, CA, etc.;
- importing products automatically by adding products to Retailer’s store with just one click by;
- connect its store and import products, orders and tracking numbers using our built-in integrations;
- benefit for our 24/7 synchronized system which supplies almost instant sync between Retailer’s product prices and AppScenic suppliers;
- stay updated to any price change;
- benefit from AppScenic 24/7 Stock syncing which keep Retailer products stock synced with our suppliers at all times;
- access fast and ultra-fast shipping, shipping automated tracking;
- automated invoice issuing;
- secure account and payments through our wallet system, return policy.
III.4.2. Retailer’s Obligations
III.4.2.1. Retailer shall complete all the required fields on the Retailer Profile. The Retailer is responsible for all content posted and activity that occurs under the Retailer’s account.
III.4.2.2. Collection of Total Fees from Retailer. Unless otherwise indicated, AppScenic will collect the Total Fees from a Retailer at the time that Retailer submits the Retailer Order.
III.4.2.3. Retailer Orders shall not be processed unless and until such time as the Total Fees payment clears. In the event of delay in a clearing of payment (which may be outside of AppScenic’s control), Retailer Orders may be delayed or subject to cancellation without further liability of AppScenic. Failure of payment may result in not processing or cancellation of a Retailer Order without further notice to the Retailer. It is the Retailer’s responsibility to ensure that its payment details are complete and accurate and in good standing.
III.4.2.4. Fees. In consideration for the receipt of the Service, Retailer shall pay AppScenic the fees specified in the Sign-Up form. The fees may vary from time to time in accordance with the AppScenic decision that will be notified in writing to the Retailer at least 30 days in advance.
III.4.2.5. Invoicing and Payment. Fees for the Service will be invoiced automatically on the Platform. Charges are due at the invoice date and will be deducted automatically from the payment method provided by the Retailer.
III.4.2.6. Taxes. Unless otherwise stated, AppScenic’s fees and Total Fees do not include any direct or indirect local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, goods and services, harmonized, use or withholding taxes (collectively, “Taxes”). The Retailer is responsible for paying all Taxes associated with the Service Fees and any Retailer Orders, excluding taxes based on AppScenic’s net income or property.
III.4.2.7. The Retailer shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise exploit or make the Service available to any third party; (ii) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (iii) attempt to gain unauthorized access to the Service or its related systems or networks; or (iv) disclose any benchmarking or results of the Service to third parties without AppScenic’s prior written consent.
III.4.2.8. The Retailer has the following restrictions: shall not (and shall not allow any third party to): (a) modify, translate, reverse, engineer, decompile, disassemble, or create derivative works based on the Service; (b)avoid any user limits or other timing or use restrictions that are built into the Service; (c)remove any proprietary notices, labels, or marks from the Service; (d) frame or mirror any content forming part of the Service; or (e) access the Service in order to (i) build a competitive product or service, or (ii) copy any ideas, features, functions or graphics of the Service. The Retailer is free to determine the price that it charges for such Products to its End Customers unless Minimum Advertised Pricing has been set by the Supplier. Supplier shall only charge Retailer the aggregate of the Listing Price for all Products ordered, the Shipping Price and transaction fees that AppScenic may impose and any applicable sales, value-added or similar taxes.
III.4.2.9. Where Retailer submits a Retailer Order through the AppScenic Platform for Products listed as available, Retailer and Supplier are entering into a legally binding agreement under which Supplier agrees to dropship the Products to the specified End User at the Listed Price, which added applicable transaction fees, taxes and Shipping Fees. Such agreement shall incorporate the minimum terms set out in this document and such other lawful and non-conflicting terms as may be set out in Supplier’s Profile at the time of the Retailer Order. AppScenic is not part of and has no responsibility or liability in respect of any such contract.
III. 4.2.10. The Retailer has the right to return the product in the following conditions: Retailer has to register a request of return on the platform in the return time frame as defined in Section II, article II.29.
III.4.2.11. This request should be accepted by the Platform.
III.4.2.12. The Retailer losses the right to register a return request if the return/refund timeframe has expired.
III.4.2.13. Starting from the validation of the return request, the Retailer has 7(seven) business days to hand over the returned product to the delivery company and to upload on the Platform the tracking number to the return of the return ticket. The return ticket will be automatically closed and rejected if the package is not sent, and the tracking number uploaded within the 7 business days mentioned above.
III.4.2.14. The Retailer should be aware of the fact that each Supplier’s return policy is different and set out in the applicable Supplier Profile. AppScenic will work with the Retailer in good faith in respect of enforcing such a return policy.
III.4.2.15. AppScenic reserves the right to alter, suspend, or discontinue the Service or the AppScenic Platform at any time and for any reason or no reason without any liability to the Retailer. In such cases, AppScenic will endeavor to give notice of such changes. The Service may also be unavailable from time to time due to maintenance or malfunction of servers or network equipment or other reasons. AppScenic may periodically add or update the information and materials on the AppScenic platform without notice.
III.4.2.16. As between Retailer and AppScenic, Retailer will own and retain ownership of content provided, stored and processed through the Service. Retailer hereby grant AppScenic a worldwide, royalty-free, and non-exclusive license during the Term to access Retailer Data in order to: (i) provide the Service, including storing, hosting and management of such content; and (ii) create Pattern Data (as defined below). The Retailer understands that AppScenic, in performing the required technical steps to provide the Service, may (a) transmit or distribute Retailer Data over various public or private networks and in various media; and (b)make such changes to Retailer Data as are necessary to conform and adapt that Retailer Data to the technical requirements of connecting networks, devices, services or media.
III.4.2.17. The Retailer confirms and warrants to AppScenic that the Retailer has all the rights, power and authority necessary to grant the above Content License and that use of the Retailer Data in the manner contemplated will not breach the rights of any third party.
III.4.2.18. The Retailer is responsible for all content provided hereunder and for compliance with this Agreement including obtaining all necessary licenses, permissions and consents to enable all material comprising Retailer Data to be made available to AppScenic for AppScenic to transmit, host and store. For greater certainty, Retailer shall: (i)have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Retailer Data; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service and notify AppScenic promptly of any such unauthorized access or use; and (iii) comply with all applicable local, provincial, state, federal and foreign laws in using the Service.
III.4.2.19. AppScenic does not process any Retailer order, it merely facilitates communication and contract between Retailers and Suppliers. Accordingly, while Appscenic works with Retailers and Suppliers to resolve any issues that may arise, AppScenic expressly disclaims any and all responsibility for the processing of any Retailer order, the content of any Retailer order, any incorrect, late, damaged, broken, unsafe, unlawful delivery, any failure to make delivery, and delivery to a wrong address, or any other act, error or omission in respect of the processing of or failure to process a Retailer order by any Supplier.
- Service Limitations. The Service is not a backup service and accordingly, AppScenic will not be responsible for any lost data due to server crashes or other events outside AppScenic’s reasonable control.
- Incremental Services. Occasionally, additional AppScenic or third-party functionality (such functionality being deemed not to be part of the Service) may be made available by AppScenic to the Retailer and this additional functionality may be purchased by Retailer for additional fees in accordance with any additional Terms and Conditions specified by AppScenic.
- Audit Rights. AppScenic shall have the right to use the capabilities of the Service to confirm Retailer’s compliance with this Agreement, including without limitation the fees payable hereunder.
- Suspension of Service. If the Retailer’s account is overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, AppScenic reserves the right to suspend the Service provided to the Retailer, without liability to the Retailer, until such amounts are paid in full.
- Proprietary Rights. Subject to the limited rights expressly granted in this Agreement, AppScenic reserves all rights, title and interest in and to the Service, including all related intellectual property rights. No rights are granted to the Retailer in this Agreement other than as expressly outlined in this Agreement.
- Pattern Data. Pattern Data means non-personally identifiable information, data and reports derived from or compiled through the Service, including but not limited to demographics data, aggregated statistics on user conversion, location data and trend data such as aggregated data and statistics which may indicate frequency and type of use of the Service, and popularity of the Service. For greater certainty, Pattern Data is data that does not identify a specific Retailer, its business contracts or its end users. As between AppScenic and Retailer, all right and title to Pattern Data belongs to AppScenic and accordingly AppScenic is free to use Pattern Data for any purpose including the improvement of the Service.
- Suggestions. AppScenic shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual, unrestricted license to use and/or incorporate into its products, services and business any suggestions, enhancement requests, recommendations or other feedback provided by the Retailer relating to the operation of the Service.
- Copyright and Trademark Information.Except for the Retailer Data, the AppScenic platform, and the information and materials that it contains, are the property of AppScenic and its licensors, and are protected from unauthorized copying and dissemination by copyright law, trademark law, international conventions and other intellectual property laws. All AppScenic product names and logos are trademarks or registered trademarks. Nothing contained on the AppScenic platform should be interpreted as granting, by implication, estoppel, or otherwise, any license or right to use the AppScenic platform or any materials displayed on the AppScenic platform, through the use of framing or otherwise, except: (a) as expressly permitted by these Terms and Conditions; or (b) with the prior written consent of AppScenic. Retailer shall not attempt to override or circumvent any of the usage rules or restrictions on the Platform.
- Confidentiality. A) Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party. B) The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission.
- Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner as it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).
- Compelled Disclosure.If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
- Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections contained in this Agreement, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to impose such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.
- General Warranties. Each party represents and warrants that it has the legal power to enter into this Agreement.
- General Service Warranties.AppScenic represents and warrants that during the Term of use (i) it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof. For greater certainty, AppScenic does not warrant that Retailer’s use of the Service will be error-free or uninterrupted.
- Disclaimers. The Service is provided by AppScenic to Retailer on an ‘as is’ basis, and, except above-mentioned provisions, there are no warranties, representations or conditions, express or implied, written or oral, arising by statute, operation of law, course of dealing, usage of trade or otherwise, regarding the Service or in connection with this Agreement by AppScenic (including its affiliates, licensors, vendors and subcontractors). AppScenic (including its affiliates, licensors, vendors and subcontractors) disclaims any implied warranties or conditions of merchantable quality, satisfactory quality, merchantability, durability, fitness for a particular purpose and/or non-infringement. AppScenic (including its affiliates, licensors, vendors and subcontractors) does not represent or warrant that the Service will meet any or all of Retailer’s particular requirements, that the Service will operate error-free or uninterrupted or that all errors or defects in the Service can be found or corrected.
- Security. Even if AppScenic has one of the most secure systems of data protection on the online market, information sent or received over the Internet is generally subdued to some degree of risk. Therefore, AppScenic cannot and does not make any representation or warranty concerning the security of any communication to or from the AppScenic Platform or any representation or warranty regarding the interception by third parties of personal or other information.
- Limitation of Liability. In no event shall AppScenic’s aggregate liability arising out of or related to this agreement, whether in contract, tort (including negligence) or under any other theory of liability, exceed actual damages up to a maximum of 10.000 $.
- Exclusion of Consequential and Related Damages.In no event shall either party have any liability to the other party for any indirect, special, incidental, punitive, or consequential damages (including, without limitation, damage for loss of business, loss of revenues, loss of profits, business interruption, loss of data, lost savings or other similar pecuniary loss) however caused and, whether in contract, tort (including negligence) or under any other theory of liability, whether or not a party has been advised of the possibility of such damages.
- Certain Damages Not Excluded. Notwithstanding the aforesaid provisions of this section, no limitation of either party’s liability outlined in this agreement shall apply to (I)damages arising from a party’s breach of its confidentiality obligations, or (II) damages arising from infringement and/or misappropriation of a party’s intellectual property rights.
- Term of Agreement. This Agreement shall start as of the Effective Date and shall continue for the initial term indicated on the Sign-Up Form. On the expiry of the Initial Term, this Agreement will automatically continue until terminated by either party on the basis of not less than two (2) weeks written notice. The initial term and any continuation collectively constitute the “Term”.
- Obligations on Termination or Expiration. Although any termination or expiration of this Agreement, Retailer shall settle any payment obligations generated in accordance with his obligations aforementioned. Each party will return or destroy at the election of the disclosing party, the Confidential Information of such disclosing party.
- Surviving Provisions. By their legal nature, some provisions of this Agreement shall survive any termination or expiration of this Agreement.
- Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, or employment relationship between the parties.
- Third-Party Beneficiaries. Every right, exemption from liability, release, defense, immunity and waiver of whatsoever nature applicable to AppScenic under this Agreement shall also be available and shall extend to benefit and to protect AppScenic affiliates and its and their officers, directors and employees and for such purposes, AppScenic is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of such companies and persons.
- Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; (iii) the second business day after sending by confirmed facsimile; or (iv) the second business day after sending by email. Notices to each party shall be addressed to such party’s signatory of this Agreement.
- Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated in this Agreement, the remedies provided in this Agreement are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
- Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
- Force Majeure. Except for obligations to pay any fees under this Agreement, neither party shall be deemed to be in breach of this Agreement for any failure or delay in performance caused by reasons beyond its reasonable control, including but not limited to acts of God, earthquakes, wars, terrorism, communication failures, strikes (other than strikes at such party’s facility or involving such party). If either party’s performance is prevented by a force majeure event for a period of more than thirty (30) calendar days, the other party may terminate this Agreement without further obligation or liability, subject to any payment amounts due and payable immediately prior to the beginning of such force majeure event.
- Assignment. Neither party may assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written permission of the other party(not to be unreasonably withheld). Nonetheless, the aforementioned, each party may assign this Agreement in its entirety, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and take effect to the benefit of the parties, their respective successors and permitted assigns.
- Governing Law. This Agreement shall be governed by the laws of the UK, without regard to its conflict of law principles. No choice of laws rules of any jurisdiction shall apply to this Agreement. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded. The parties confirm that it is their wish that this Agreement as well as all other documents relating to this Agreement, including notices, be drawn up in English only.
- Venue; Waiver of Trial. The High Court in England and Wales shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also hereby waives any right to trial in connection with any action or litigation in any way arising out of or related to this Agreement.
- Further Assurances. Each party will every now and then do such further acts and execute and deliver such further documents as may be reasonably required in order to evidence, carry out and give full effect to the terms, conditions, intent and meaning of this Agreement.
- Complete Understanding. These Terms and Conditions, the Sign-Up Form and any external documents referenced therein (including delivery timetables and deliverable requirements) constitutes the final, complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement, proposal or representation (whether written or oral) concerning its subject matter.
- Support. If you have any questions about our Terms and Conditions, please reach out to our email address: [email protected] and we will be glad to answer to provide to you any explanation necessary.Last Updated: August 2021