Lazada LazMall Marketplace Agreement

MARKETPLACE AGREEMENT
Confidential
By entering into this Marketplace Agreement ("Agreement") you (“Seller”, “you”, "your") represent that you are an adult of at least 18 years of age,
capable of validly entering into agreements and performing your obligations hereunder. BY REGISTERING FOR AND USING THE SERVICES, YOU
AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, AND ALL POLICIES OF THE PLATFORM ARE INCORPORATED BY
REFERENCE.
Lazada reserves the right to notify you from time to time of changes to the terms and conditions of this Agreement.
Overview
1. Lazada Services to You

Lazada offers you general services consisting of:
 the listing of your products;
 customer services (for a limited time);
 order verification and payment processing; and
 delivery coordination,
and other additional services that you may request and that we may offer you.
For more information see Section 2 and 6 of the Terms.
2. Products You Can Sell

You can sell goods that are legally permitted to be sold and that comply with our Policies. Since the goods are sold by you, you are
responsible for all product warranties, defects, etc. as if you had sold the goods directly to Lazada platform users or Customers.
For more information see Section 4 of the Terms.
3. Fulfilment
Depending on the mode of fulfilment, orders must be ready for collection by our delivery partners within 24 hours of the order being notified to
you, or as set out in the Policies.
For more information see Annex 4.
4. Payment
Lazada will remit to your bank account the sales proceeds after deducting Fees due and payable to Lazada for offering the Services to you.
For more information see Sections 2, 3 and 6 of the Terms and Schedule A.
5. Your Obligations
When listing your goods, you must ensure that you have the right to use the advertising materials (photos, text, etc.) you upload on our site.
After shipping your products, you are responsible for returns and product warranties.
For more information see Sections 4, 9 and 11 of the Terms and Annex 3.
6. How To End Our Relationship

You may end your seller relationship with Lazada at any time and without penalty by providing us 14 days’ written notice of your intention to
discontinue the use of our services.
For more information see Section 12 of the Terms.
7. Dispute Resolution
This Agreement is governed by the Laws.
Where we are in disagreement regarding any matter, we will first try to find an amicable solution to our disagreement. If this fails, either party
may refer the matter to arbitration.
For more information see Annex 2.
8. Definitions and Interpretation
See Section 13 of the Terms and Annex 1.
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MARKETPLACE AGREEMENT Confidential
Terms and Conditions
1. Acceptance
A. Any person who wants to access the Platform and use the Services to sell Goods must accept the terms and conditions of this Agreement
("Terms") without change.
B. Lazada reserves the right to change at any time and in its sole discretion any of the terms and conditions contained in these Terms, the
Schedules and Annexes, and any fees, procedures, Policies governing the Services, the Platform or Seller Center. These changes will take
effect seven (7) days from notification by notice to Seller or posting on the Platform, Seller Center or otherwise. Changes to fees and Policies
may be posted without notice. Seller is responsible for reviewing notices and Policies. Seller's continued use of the Services, the Platform and/or
Seller Center following the changes taking effect will constitute Seller's acceptance of such changes and if Seller does not agree to any
changes to these Terms or to the Policies, Seller must discontinue the use of the Services, the Platform and Seller Center (except to the extent
required herein) and the Agreement will be terminated. For the avoidance of doubt, newer versions of the Terms and/or Schedule(s)
supersede older versions.
C. Use of the Services, the Platform and Seller Center is limited to parties that can enter into and form contracts under applicable law. You
represent and warrant that: i) you are an adult of at least 18 years of age capable of validly entering into the Agreement and performing your
obligations hereunder; ii) where you are a business, that a) you are, and will remain at all times, a business duly organized, registered, validly
existing and in good standing under the laws of the country in which the business is registered; b) you have all requisite right, power and
authority to enter into the Agreement and perform your obligations hereunder; and c) any information provided or made available by you or
your Affiliates is at all times accurate and complete. You further represent and warrant that you and any person or entity that has a financial
interest in your business, or any person or entity you are acting on behalf of: a) has no affiliation with any Lazada employee which may result in
a potential or actual conflict of interest; b) has not been barred or otherwise prevented from selling on Lazada; or c) has not been involved in
any lawsuit or claim that has a bearing on the Agreement.
2. Services - Fees
A. Lazada provides a platform for third-party sellers and buyers to complete transactions. Except as set out in the Agreement, Lazada is not
involved in the actual transaction between Seller and Customers. As owner or provider of the Goods and vendor thereof, it is up to Seller to,
among others, ensure the sale is legally authorised, accurately describe the Goods, package, ship, insure, warrant and fulfil all other sale and
after sale obligations applicable by law or by trade. Seller uses the Services, the Platform and Seller Center, at its own risk.
B. Seller authorizes Lazada to act as its exclusive payment processing agent for the purpose of: i) collecting the Sales Proceeds and in general
any sums due or owing under the Agreement and holding the same; ii) processing customer payments, refunds and adjustments; (iii) remitting
the Payment; and iv) paying to Lazada, to Lazada Affiliates and to third parties (including Customers) any amounts Seller owes to them. As a
payment processing agent, Lazada will have no responsibility with respect to the legality of transactions occurring between Seller and
Customers and Seller undertakes that all transactions are in compliance with the Laws (including anti money-laundering regulations).
C. The services ("Services") provided by Lazada under the Agreement are classified as:
(a) General Services ("General Services") consisting in: i) the listing and publishing of Content Materials regarding the Goods on the
Platform; ii) limited Customer care services; iii) Order verification; iv) management of deliveries and returns; v) collection, reconciliation
and execution of all Sales Proceeds as payment processing agent for Seller; and vi) other services ancillary to the Services; and
(b) if applicable, Additional Services that may be provided to Seller by Lazada or by third parties.
D. In consideration of the provision of Services, Lazada will be entitled to charge and invoice Seller the Fee.
E. Seller agrees that Customers satisfy their obligations to Seller as regards the Customer Agreement when Lazada receives the Sales Proceeds.
Lazada's obligation to remit funds received by it on Seller's behalf is limited to the Payment.
F. Lazada will provide to Seller information in relation to each Order as necessary under the Agreement.
G. Lazada will provide support services to Seller by way of coordinating and answering Customer enquiries and processing returns as provided in
the Policies.
H. Sellers agrees that Lazada may provide Seller with electronic documents such as tax invoice, receipt, credit note, debit note, or any other
document Lazada may issue in compliance with the Laws.
3. Sales Proceeds - Payment

A. Sales Proceeds will represent an unsecured claim against Lazada. Lazada may combine Sales Proceeds and Payments with the funds of other
users of its services. For the avoidance of doubt, Seller will not receive interest or any other earnings on Sales Proceeds or Payments.
B. Unless otherwise agreed in writing, Payments will be made by Lazada to Seller in accordance with Schedule A.
C. Lazada may delay, suspend or cancel any Payment in case Seller breaches any term of the Agreement or Customer Agreement and any
Payment made to Seller will not in any way be considered as a waiver of Lazada's rights.
D. If Lazada concludes that Seller's actions and/or performance in connection with the Agreement or the Customer Agreement are likely to
result, or have resulted, in Customer disputes, Disputes, chargebacks or other third party claims, or if there are any sums owed by Seller to
Lazada, then Lazada may, at its sole discretion, withhold any Payment for the longer of: i) the Minimum Suspension Period; ii) the completion
of any investigation regarding Seller's actions or performance; or iii) the resolution of any Dispute.
E. Lazada reserves the right to impose limits on Order or transaction values, on Customers or on Seller and will not be liable if: i) Lazada does not
proceed with an Order that would exceed said limit; or ii) Lazada allows a Customer to cancel an Order because the Platform or the Goods
are unavailable following the commencement of a transaction.
F. Without prejudice to any other rights and remedies which Lazada has against Seller, if any sums payable by Seller to Lazada under the
provisions of the Agreement will become due and be unpaid, Seller will pay to Lazada the Late Payment Interest.
G. To the extent required by the Laws, Lazada will be entitled to withhold any and all taxes, duties, fees and other charges in connection with
any Order, Payment or otherwise under the Agreement or the Customer Agreement. If Lazada is required under the Laws or the law of any
jurisdiction to deduct or withhold any sum as taxes imposed on or in respect of any amount due or payable to Seller, Lazada will make such
deduction or withholding as required and the amount payable to Seller will be reduced by any such amount necessary. Lazada will provide
Seller a certificate or any similar document proving that amounts deducted refer to withholding taxes applicable to Seller.
H. Any enquiry or dispute about any Payment will be made by in compliance with the claims/dispute process/policy of Lazada, which may be
changed from time to time. Notwithstanding which any such enquiry or dispute will be received by Lazada on or before the expiration of one
hundred and twenty (120) days after the Order date, failing which, Seller waives the right to dispute such Payment.
4. Seller Undertakings
A. General Undertakings: By using the Services, Seller undertakes, represents and warrants that it will:
(a) comply with all applicable laws, treaties, ordinances, codes and regulations;
(b) comply with all Policies;
(c) be responsible and pay all taxes, duties, fees and other charges arising out of or associated with the Order, the Payment or in any other
way owed by Seller under the Agreement or the Customer Agreement
(d) will issue a valid invoice to the Customer, if required by the Laws.
(e) obtain all necessary rights, licences, permits or approvals required for the offer, advertising and sale of the Goods on or through the
Platform prior to their listing and will provide, as such time as Lazada may so request, copies of these documents to Lazada;
(f) ensure that any information provided under this Agreement, including for the listing (including the Content Materials) of the Goods, is
accurate, current, and complete and is not misleading or otherwise deceptive;
(g) fulfil all Orders for Goods at their stated quantity and price to Customers who meet Lazada's eligibility conditions;
(h) contract appropriate insurance covering its obligations thereunder and the Goods regardless of the fulfilment model chosen;
(i) provide, in the format and at such times as Lazada may require, accurate, updated and complete information about the availability
status, stock level and Listing Price of the Goods;
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(j) ensure that the Listing Price for any Good offered to Customers will not exceed the price offered by Seller outside the Platform for the
same product in like or lesser quantities under similar terms and conditions and, where a lower price is so offered, ensure that the Goods
benefit from that lower price;
(k) give Lazada written notice of any requirement or provision of any contract that may conflict with any requirement or provision of the
Agreement; and
(l) ensure that any person filling-in or signing any document, operating the Seller Center account, or handling the Goods and Products, on
behalf of Seller (other than a Lazada employee, contractor or agent, or a third party specifically mandated by Lazada) has full power
and authority to do so on behalf of Seller. Seller may not dispute the actions of such person insofar as they are in apparent compliance
with the Agreement.
B. Negative Covenants: Seller further undertakes, represents and warrants that it will not, directly or indirectly:
(a) infringe on any Intellectual Property Rights;
(b) post or display any materials that exploits or otherwise exploits persons under the age of eighteen (18) years or display pornographic
materials of any kind;
(c) post or display any political or religious content;
(d) post or disclose any personally identifying information or private information about minors or any third parties without their consent or
the parent's or guardian's consent;
(e) post any content that advocates, promotes, or otherwise encourages violence against any governments, organizations, groups or
individuals or activities that leads to cruelty towards animal;
(f) conduct activities such as gambling, sweepstakes, raffles and lotteries or participate in any activities related to so-called pyramid or
Ponzi schemes, or any other illegal, immoral or antisocial activities;
(g) use the Platform or the Services to purchase items sold on the Platform for commercial use or for use on behalf of a third party;
(h) use, or access, input or upload on, the Platform and/or Seller Center any material that is not directly connected with the Goods, or
permit the use of Seller's account or offer "free space" on or other access to the account or the Platform to third parties;
(i) access content and information that concerns any party other than Seller, transmit unsolicited commercial or bulk email, inte rfere with
the proper working of the Platform or Seller Center, transmit any viruses, Trojan horses or other harmful code, or attempt to bypass any
mechanism used to detect or prevent such activities;
(j) create liability for Lazada (and its Affiliates, directors, employees, contractors, agents, subcontractors, etc.) or expose it to undue risk or
otherwise engage in activities that Lazada, in its sole discretion, determines to be harmful to Lazada's operations, reputation, or
goodwill;
(k) contact any Customer and will not enter into any direct arrangements with the Customer for the offer of Goods or other products or
services, except where notified or permitted by Lazada to do so for the purposes of fulfilling a Customer Agreement;
(l) enrol or offer to enrol Customers in any scheme or program other than as strictly required for warranty purposes;
(m) open multiple shops on the Platform without Lazada’s prior approval; and
(n) duplicate stock keeping units on the Platform.
C. Undertakings in relation to Goods: Seller undertakes, represents and warrants that:
(a) the Goods are of merchantable quality, fit for their purpose, free from defects, and strictly conform to their listed specifications;
(b) the Goods and their offer for sale are not prohibited and comply with the Laws (including all minimum age, marking and labelling
requirements, product warranties, specifications and performance criteria, etc.) and conform with Policies, including prohibited and
restricted items;
(c) it has full unencumbered title in the Goods and in any materials incorporated in the Goods and all the Goods are supplied free of all
liens, charges or other security interests;
(d) it will provide the Goods and Products with all legally required documentation (including warranty card, warranty information and
invoice) and update the same when legally required;
(e) it will provide Lazada and/or Customer any document pertaining to the sale of the Goods or Customer Agreement (including sales
invoice and tax invoice), as may be requested by Lazada and/or Customer;
(f) it will not, directly or indirectly, sell Inadequate Products, or expired (or soon to be expired) Products; and
(g) it will not, directly or indirectly, sell counterfeit, "replica" and name brand "knock off" products or products violating any Intellectual
Property Rights.
D. Seller undertakes and warrants that all its representations, warranties and undertakings in the Agreement will be fulfilled and will remain true
and correct at all times and will subsist for so long as necessary to give effect to each and every of them in accordance with the Terms,
provided that and in the event of any of them becoming or unfulfilled, untrue or incorrect, Seller will promptly inform Lazada of the same and
rectify the situation.
5. Lazada Rights
A. Notwithstanding any provision in these Terms, Lazada will have the right, in its sole discretion, to delay or suspend listing of, or to refuse to list, or
to de-list, or to require Seller not to list, any or all Goods that the Seller makes available to be listed for sale through the Platform or be subject
to Sales Traffic Activities, if any, provided by Lazada, or to deactivate the seller account/s of the Seller.
B. Lazada may in its sole discretion withhold for investigation and/or refuse to process any Order. Lazada may use the services of one or more
third party processors or financial institutions or such other service providers in connection with the Services.
C. The prices indicated in the Order will not be subject to any variations and, unless otherwise agreed in writing, will include fulfilment costs (e.g.,
packaging, storing or delivery costs) according to the Fulfilment Model. Lazada reserves the right to reject any particular form of Order or
payment for the Goods, and not to honour or accept any discounts, coupons, gift certificates, or other offers or incentives made available by
Seller.
D. Lazada may in its sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any Order.
Seller will stop and/or cancel orders of Goods if so asked by Lazada (provided that Seller has transferred the Goods to the applicable carrier
or shipper, Seller will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). Where Seller has already
received Payment, Seller will refund any Customer that has been charged for an Order that Lazada has stopped or cancelled.
E. Lazada (directly or through a third party) will bear the risk of credit card fraud (e.g. fraudulent purchases arising from the theft or unauthorized
use of a Customer’s credit card information) occurring in connection with the Order, except with respect to: i) Orders that Seller does not fulfil
in accordance with the Order information, or ii) any fraud directly or indirectly linked with Seller. Seller will bear all other risk of fraud or loss.
Seller will promptly inform Lazada of any changes to the nature or specifications of the Goods or any pattern or behavior of fraudulent or
other improper activity with respect to any of the Goods that may result in a suspicion or higher incidence of fraud or other impropriety
associated with transactions involving the Goods.
F. Lazada may subject the Goods or Seller to Sales Traffic Activities, use mechanisms that rate, or allow Customers to rate or review the Goods
and/or Seller's performance as a seller and Lazada may make these ratings and reviews publicly available.
6. Use of Tools - Additional Services

A. Seller hereby undertakes and represents that its use of the Services, Platform, Seller Center and the selection of its user name, store name and
store in store name, will not be unlawful, inaccurate, misleading, false, fraudulent, defamatory, trade libellous, or otherwise unsuitable. Any
password provided by Lazada to Seller may be used only during the period Seller is permitted to use the Platform, manage the catalogue of
Goods listed on the Platform, update information about the Goods (e.g. availability status, stock levels and Prices), electronically accept and
fulfil the Orders and review the completed Orders, and may not be shared with any person other than employees of Seller that need to use it
for the execution of the Agreement. Seller is responsible for supplying and authorizing access to its users. Seller is responsible to terminate or
reassign access to any Seller user that Seller deems to have become unauthorized to access the Services at any time.
B. Seller acknowledges that the availability of the Services, Platform, Seller Center is subject to:
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(a) availability of resources, including, without limitation, resources under the control of Lazada and availability of a suitable network
infrastructure at the time at which the Service is requested or delivered;
(b) if applicable, geographic and technical capability of communication networks and other delivery systems at the time at which the
Services are requested or delivered;
(c) provisioning time that may be required by Lazada to provide the Services; and
(d) Seller meeting the technical requirements for accessing Seller Center from time to time.
C. Seller will not, and will not allow anyone to, directly or indirectly, engage in any fraudulent, inappropriate or unlawful activities in connection
with the Services, including: i) generating fraudulent, repetitive or otherwise invalid clicks, impressions, queries or other interactions, whether
through the use of automated applications or otherwise; ii) other than through reporting offered by Lazada under the Sales Traffic Activities,
collecting any user information, indexing or caching any portion from the Platform or Seller Center, whether through the use of automated
applications or otherwise; iii) targeting communications of any kind on the basis of the intended recipient being a user of the Platform or Seller
Center; iv) interfering with the proper working of the Platform, Seller Centre, the Services or Lazada's other systems; v) transmitting any viruses,
Trojan horses or other harmful code; or vii) attempting to bypass any mechanism Lazada uses to detect or prevent such activities.
D. Under terms and conditions agreed to in the Seller Center, the Agreement and/or in a separate agreement, Seller may be offered the
possibility to purchase goods and services provided by Lazada and/or third parties ("Additional Services"). Lazada reserves the right, in its sole
discretion and at any time, to amend the terms (including scheduling, suspension and termination), of Additional Services. Payment for
Additional Services will be either by deduction from Sales Proceeds, by direct payment or invoice, or by any other means of payment
indicated in Seller Center or agreed to by the Parties.
7. Confidential Information
A. The recipient of any Confidential Information will not disclose that Confidential Information, except to Affiliates, employees, and/or agents
who need to know it and who have agreed in writing to keep it confidential. The recipient will ensure that those people and entities use
Confidential Information only to exercise rights and fulfil obligations under the Agreement and keep the Confidential Information confidential.
The recipient may also disclose Confidential Information when required by law after giving the discloser reasonable notice and the
opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure.
B. Save for any copy required to be kept by the recipient of the Confidential Information for legal or regulatory reasons, the recipient will, at any
time upon request from the discloser or upon the end of any relationship between the Parties, at the discloser's option either: (i) return to the
discloser all Confidential Information in its possession or control together with all information and documentation containing, comprising or
relating in any way to the Confidential Information, and certify that all copies of the Confidential Information have been so returned; and/or
(ii) destroy all Confidential Information in its possession or control together with all information and documentation containing, comprising or
relating in any way to the Confidential Information, and certify that the Confidential Information has been destroyed.
C. The rights and obligations of the Parties under this Section will survive the termination of the Agreement.
8. Personal Data
A. Seller undertakes, represents and warrants that it will use and process Personal Data: i) only for the purpose of the execution of the Agreement
or Customer Agreement and not disclose it to third parties; ii) in accordance with the requirements under the applicable personal data
protection law; and iii) in such manner that ensures Lazada remains in compliance with the requirement under the applicable personal data
protection laws. Seller further warrants that it does implement sufficient security measures to ensure that the Personal Data are securely kept
and maintained as required by the applicable personal data protection law and agrees to subject itself to the necessary audits undertaken
by Lazada to ensure compliance of the above warranties and to immediately inform Lazada of any Personal Data incident it becomes aware
of.
B. Seller agrees to indemnify and hold harmless Lazada and each of its respective officers, employees, directors and agents from, and at
Lazada's option defend against, any and all liens, damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defences,
judgements, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including third party claims,
reasonable attorney’s fees, consultants’ fees, experts' fees and other costs of litigation) ("Personal Data Claims"), to the extent such Personal
Data Claims arise from or may be in any way attributable to: i) any violation of the Agreement or the Customer Agreement by Seller; ii) the
negligence, gross negligence, bad faith or intentional or wilful misconduct of Seller or its subcontractors (whether or not approved by Lazada);
or iii) any security incident for which Seller is directly or indirectly responsible.
9. Content Material, Industrial and Intellectual Property Rights

A. Seller represents and warrants to Lazada that it is the owner or has lawful rights with respect to the use of Intellectual Property Rights
concerning the Goods and the Content Materials and that it is not aware of any claims made by any third party with regard to any alleged or
actual Intellectual Property Right infringement or other claim, demand or action resulting from the Content Material, advertising, publishing,
promotion, manufacture, sale, distribution or use of the Goods.
B. Seller undertakes, represents and warrants that:
(a) the Content Materials are not prohibited and comply with the Laws (including all minimum age, marking and labelling requirements,
product warranties, specifications and performance criteria, etc.) and conform with the Policies as posted on the Platform or Seller
Centre;
(b) it will provide accurate and up to date Content Materials. The Content Materials must include all text, disclaimers, warnings, notices,
labels or other indications required by law to be displayed in connection with the offer, merchandising, advertising or sale of the Goods
and may not contain any sexually explicit (except as expressly permitted in written by Lazada or allowed under applicable Laws),
defamatory or obscene materials;
(c) it will not directly or indirectly include in the Content Materials, in the product listing of the Goods, or with the Goods or the Products,
any terms and conditions of sale (or of provision of service) other than those agreed under the Agreement or any Seller or third-party
marketing materials; and
(d) it will not provide any Content Materials, or seek to list for sale on the Platform any Goods, or provide any uniform resource locator
("URL") marks unless it has the right to publish the Content Material;
C. Seller hereby grants Lazada a royalty-free, non-exclusive, right and license to use, reproduce, perform, display, distribute, adapt, modify, re-
format, create derivative works of, and otherwise commercially and non-commercially exploit in any manner, any and all of the Content
Materials, and to sublicense the foregoing rights to Lazada Affiliates, provided that Lazada will not alter any third-party trademarks.
D. Lazada has no obligation to verify the accuracy, completeness and legality of Content Materials.
E. Lazada retains the right to determine the use and placement of Content Materials, and the structure, appearance, design, func tionality and
all other aspects of the Platform, the Services, and, if any, the Sales Traffic Activities.
F. As between the Parties, each Party retains all right, title and interest in and to its technology and Intellectual Property R ights. Neither Party
acquires any rights in the foregoing from the other Party except as expressly granted under the Agreement; all other rights are reserved, and
no implied licenses are granted. Neither Party will attempt to register any distinctive trademarks or domain names that are confusingly similar
to those of the other Party.
G. Seller will not be entitled to use any intellectual property belonging to Lazada without Lazada’s prior approval in writing.
H. This Agreement will not be deemed or construed to create, convey or transfer any Intellectual Property Rights to Seller and, other than as
instructed by Lazada, Seller will not decompile any software or reverse engineer any software, or other product or process. This Agreement is
not a license to use or distribute any software, or other product or process.
I. This Agreement confers to Seller no rights of ownership or title, license, or other Intellectual Property Rights in any tangible or intangible
property, including software (e.g. the Platform, the Seller Center and any API's or other software) and data (e.g. Sales data, performance
data, Customer data, Seller Center data and Seller Center name) used, obtained or created under this Agreement. If such rights were
nevertheless to have accrued to it for any reason whatsoever, Seller will assign, dispose or otherwise transfer (and effect the transfer of) the full
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and exclusive ownership of all such rights to Lazada or any other party designated by Lazada, free of charge, or for a nominal fee. Seller will
use and process such software and data only for the purpose of the execution of the Agreement, will not claim any Intellectual Property
Rights, sell, assign, license, publish, lease or otherwise commercially exploit such software and data, and will immediately cease their use and
processing upon termination of the Agreement or if so required by Lazada at any time.
J. Seller undertakes, represents and warrants that it will not, directly or indirectly, participate in any of the following actions such as reverse
engineering, reverse compiling or otherwise deriving the underlying source code or structure or sequence of any Lazada solution or
technologies, deleting or altering author attributes or copyright notices, and/or fail to obtain all required permissions when using the Platform
or Seller Center to receive, upload, display, distribute, or execute programs or perform other works protected by intellectual-property laws.
K. Nothing herein contained will be deemed to limit or restrict the rights of Lazada or any third party to assert claims for violation of any
Intellectual Property Rights against Seller.
10. Customer Information - Customer Services

A. Lazada will be responsible for and have sole discretion to deal with Customers relating to Orders and Seller will not confirm Orders, deliveries or
give any further information about the fulfilment of the Orders to the Customer.
B. Lazada will own all information regarding Customers, Orders and the supply of the Services including payments, Fees, disbursements, refunds,
Administrative Fees, Cancellation Penalties, adjustments, etc. and Lazada will not be liable to pay any royalties or fees to Seller in connection
with the use of any such information.
C. Seller will utilise information of Customers or the Platform’s users, including Personal Data, disclosed by Lazada to Seller or which Seller has
otherwise collected or obtained access to pursuant to or in connection with the Agreement, solely for purposes of the Agreement and will not
sell, assign, license, publish, lease or otherwise commercially exploit any such information or utilize such information in any manner for its own
benefits or carry out any data mining, data compilation or data extraction for the purposes of statistical or trade analysis or otherwise, based
on or in connection with the aforesaid information. No Customer information and the Platform’s Users information will be disclosed by Seller to
any third party without the prior written consent of Lazada, and will only be disclosed within Seller’s organisation on a need-to-know basis.
11. Liability - Indemnification

A. The Platform, Seller Center, the Services and the Additional Services are provided on an "as is" basis. Except as expressly provided for in the
Agreement, Lazada makes no other representations or warranties of any kind, express or implied, including: i) the implied warranties of
merchantability, fitness for a particular purpose, title, and non-infringement; ii) that the Platform, Seller Center, the Services or the Additional
Services will meet Seller's requirements, will always be available, accessible, uninterrupted, timely, secure, or operate without error; iii) that the
information, content, materials, or products included on the Platform or Seller Center will be as represented by Lazada, available for sale on a
timely manner, lawful to sell, or that Lazada or the Customers will perform as promised; iv) any implied warranty arising from course of dealing
or usage of trade; and v) any obligation, liability, right, claim, or remedy in tort, unless arising from acts of fraud, negligence or wilful
misconduct by Lazada. Seller acknowledges that any information and any materials provided by or through the Platform, Seller Center, the
Services and the Additional Services may contain inaccuracies or errors and Lazada expressly excludes liability for any such inaccuracies or
errors to the fullest extent permitted by the Laws. Any link found on the Platform or Seller Center is provided for Seller's convenience to provide
further information. It does not signify that Lazada endorses the contents thereof and Lazada has no responsibility for the content of external
links.
B. Because Lazada is not involved in transactions between Seller and Customers, Seller hereby agrees on its behalf and on behalf of Customers
to release Lazada (and its agents and employees) from claims, demands, and damages (actual and consequential) of every kind and
nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected therewith,
provided such release will not apply where actual claims, demands or damages arise due to Lazada's fraud, negligence or wilful misconduct.
C. Any typographical clerical or other error or omission in any acceptance, invoice, Content Material or other document on the part of Lazada
will be subject to correction without any liability for Lazada.
D. Any claim of Seller under the Agreement will be made by in compliance with the claims/dispute process/policy of Lazada, which may be
changed from time to time. Notwithstanding which any such claim must be notified to Lazada within ninety (90) days from the Order, failing
which, Seller waives the right to make such claim.
E. Seller will defend, indemnify and hold harmless, and at Lazada's option defend against, Lazada and its Affiliates and their employees,
directors, agents and representatives, from and against any and all liens, damages, losses, liabilities, obligations, penalties, fines, fees, Claims,
litigation, demands, defences, judgements, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever
(including third party claims, reasonable attorney’s fees, consultants’ fees, experts' fees and other costs of litigation) arising out of, or related
to: i) any actual or alleged breach of Seller's undertakings, representations, warranties, or obligations set forth in the Agreement or the
Customer Agreement; ii) any incorrect, misleading, or erroneous information provided to Lazada or any third party in connection with the
Services or Additional Services; iii) any non-compliance by the Seller with any applicable laws or the Policies, including any losses in respect of
carriage or prohibited goods incurred by Lazada or its sub-contractors; or iv) Seller's own website or other sales channels, the Goods, the
Products, any Content Materials, the advertisement, offer, sale or return of the Goods, the Products, any actual or alleged infringement of any
Intellectual Property Rights by the Goods, the Products or the Content Materials, or seller taxes (duties, fees and other charges, etc.) or the
collection, payment or failure to collect or pay seller taxes. If at any time Lazada reasonably determines that any indemnified Claim might
adversely affect Lazada, Lazada may take control of the defences at the expense of Seller. Seller may not consent to the entry of any
judgment or enter into any settlement of a Claim against Lazada without the prior consent by Lazada in writing, which consent may not be
unreasonably withheld.
F. Lazada will not be held liable for any damages of any kind, including direct, indirect, incidental, punitive, and consequential, arising out of or
in connection with the Agreement, the Customer Agreement, the Platform, Seller Centre, the Services, the Additional Services, the inability to
use the Services, the Additional Services, the Goods, the Products, or from messages received or transactions entered into, provided that
Lazada will compensate Seller for any direct damages : i) resulting exclusively, or primarily from Lazada's fraud, gross negligence or wilful
misconduct; and ii) as provided under the Lazada Rights Section of the Terms.
G. To the fullest extent permitted by the Laws, and not withstanding any other provision of this Agreement, the total liability, in the aggregate, of
Lazada and Lazada's Affiliates and their respective officers, directors, partners, employees and contractors, and any of them, to Seller and
anyone claiming by or through Seller, for any and all claims, losses, costs or damages, including attorneys’ fees and costs and expert-witness
fees and costs of any nature whatsoever or claims expenses resulting from or in any way related to the Agreement from any cause or causes
will not exceed the Fee that Lazada is entitled to receive from Seller for the month preceding the date the liability arose, or US Dollar five
thousand (USD5,000.00) (or such equivalent amount in local currencies of the Territory), whichever is greater, provided that the maximum
liability of Lazada towards Seller will be amended to: i) US Dollar ten thousand (USD10,000.00) (or such equivalent amount in local currencies of
the Territory) as regards liability under the Lazada Rights Section of the Terms, and ii) such maximum liability as specified in the Fulfilment
Section as regards liability under the Fulfilment Section of the Terms. It is intended that this limitation apply to any and all liability or cause of
action however alleged or arising, unless otherwise prohibited by the Laws.
12. Termination
A. Lazada has the right to unilaterally and immediately terminate the Agreement upon the occurrence of any of the following: i) Seller being in
breach of any provision of the Agreement and failing to remedy the same within fourteen (14) days from being so notified; ii) the Seller being
in breach of any applicable laws or Lazada’s Policies with respect to Goods and sales of Goods ii) Seller passing a winding up resolution or a
court of competent jurisdiction making an order for the same; iii) the issuance of an administrative order in relation to Seller, or the
appointment of a receiver over, or an encumbrance taking possession of, or the of selling any of, Seller’s assets; iv) Seller making an
arrangement or composition with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors; or v)
Seller ceasing or threatening to cease to carry on business.
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B. Provided they have not been corrected by Lazada within fourteen (14) days from notifying Lazada of the occurrence of any of the following,
Seller has the right to immediately terminate the Agreement: i) Lazada delaying payment for more than thirty (30) days without reason; ii)
Lazada delaying returns for more than sixty (60) days without valid reason; iii) the making of an administration order in relation to Lazada or the
appointment of a receiver over Lazada’s assets; iv) the making of an arrangement or composition by Lazada with its creditors generally or
applying to a court of competent jurisdiction for protection from its creditors; or v) Lazada ceasing or threatening to cease to carry on
business.
C. Either Party may unilaterally terminate the Agreement without cause by providing fourteen (14) days’ prior written notice to the other Party.
D. Upon termination of the Agreement, Seller will notify Lazada of all concluded Customer Agreements which have yet to be performed. For the
avoidance of doubt, notwithstanding any termination for any reason, Seller will remain responsible for the fulfilment of any pending Order in
according to the Fulfilment Model and Lazada will fulfil any pending Payment obligations. Any provision of the Agreement that, by its nature, is
meant to survive the term or termination.
13. Miscellaneous
A. The Agreement will prevail over any other agreement, terms or conditions regarding the subject matter, pre-contractual negotiations, and to
the exclusion of all other terms submitted, proposed or stipulated by either Party (including any terms or conditions which Seller purports to
apply under any purchase order, confirmation order, specification, invoice or other document) and no terms or conditions endorsed upon,
delivered with or contained in any other document or with the Goods or Products, will form part of the Agreement. The actual or future
invalidity or ineffectiveness of any provision hereof will not affect the validity or effectiveness of the whole document. The Agreement will
apply to the relationship between the Parties in addition to any specific terms agreed to herein. In the event of any conflict or inconsistency
between any provision of the Terms, Special Conditions, any Schedules or the Annexes, the provisions of each of the Terms, Special
Conditions, Schedules and Annexes will prevail in that order.
B. The singular includes the plural and vice versa, as the context may require. The headings are inserted for convenience only and will be
ignored when construing this Agreement. The term “including” or "include" will mean “including, without limitation”, unless the context
otherwise requires.
C. Unless otherwise provided in this Agreement or agreed to between the Parties, all notices, requests, demands and other communications
hereunder must be in writing and will be deemed to have been fully given and received when sent with receipt received by recognized
overnight delivery service, registered mail or email one (1) Working Day after being deposited for next-day delivery with a recognized
overnight delivery service or emailed, or three (3) Working Days after being mailed by registered mail, charges and postage prepaid, to the
Party to receive such notice at such Party’s address set forth herein or any other address that such Party may specify by notice to the other
Party.
D. Seller cannot assign, transfer or subcontract all or part of its rights and/or obligations deriving from the Agreement, without the prior written
consent of Lazada. Lazada may assign, transfer or subcontract all or part of its rights and/or obligations deriving from the Agreement.
E. Seller and Lazada are independent contractors, and nothing in the Agreement will create any partnership, joint venture, agency, franchise,
sales representative relationship or exclusivity between the Parties. The Agreement will not cause the establishment of any relationship of
employment between the Parties or with any person who provides services to either. Seller will have no authority to make or accept any offers
or representations on behalf of Lazada.
F. The Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the
sole and exclusive benefit of Lazada and Seller. Other than as regards the rights of Customers against Seller, nothing in the Agreement will be
construed as giving any third party any rights whatsoever.
G. Notwithstanding any other provision in the Agreement to the contrary, nothing contained herein will oblige Lazada or Seller to engage in any
action or omission to act which would be prohibited by or penalized under the Laws or of any other country.
H. The failure of a Party to exercise its rights in case of breach of contract by the other Party will not be considered as a waiver of its rights under
the Terms or under the Laws.
I. No Party will be liable to the other or be deemed to be in breach of the Agreement by reason of any delay or failure to perform any of its
obligations due to an event of Force Majeure. Upon the occurrence of any event of Force Majeure, Lazada may, at its option, fully or partially
suspend delivery/performance of its obligations hereunder while such event or circumstance continues. If any of the events of Force Majeure
will continue for a period exceeding one (1) month, Lazada may notify Seller that it will terminate the Agreement.
J. No variation (including amendments or crossed-out provisions) of these Terms will be valid unless: a) expressly agreed to in writing and signed
by authorized representative of Lazada; or b) notified to Seller as provided in the Preamble Section of these Terms.
K. All stamp duty and registration fees (if any) in respect of the Agreement will be fully borne and paid by Seller.
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ANNEX 1: DEFINITIONS
Definitions
a. Additional Service: is defined in the Use of Tools - Additional Services Section of the Terms.
b. Additional Service Fee: the fee applicable to an Additional Service.
c. Administrative Fee: the fee, if any, chargeable to the Seller per non-compliance, or per Good or Product in contravention of the Seller’s
undertaking.
d. Affiliate: any entity directly or indirectly controlled by, or controlling, a Party or any affiliate or subsidiary thereof. As regards Lazada, Affiliate
is deemed to include entities which are members of the Alibaba and Lazada groups of companies.
e. Agreement: this Marketplace Agreement.
f. Annex: any annex to the Agreement. The Annex(s) form(s) an integral part of the Agreement.
g. AIAC: is defined in Annex 2.
h. Cancellation Penalty: the charge applicable for a Cancelled Order.
i. Cancelled Order: an Order cancelled or rejected by Seller, or cancelled due to Seller's lack of compliance with any provision of the
Agreement.
j. Claim: any claim, action, audit, investigation, inquiry or other proceeding instituted by any person or entity.
k. Commission: the percentage (as applicable at the time the Order is placed) of the Listing Price.
l. Confidential Information: any information proprietary to a Party or an Affiliate thereof, that is disclosed to the other Party or an Affiliate
thereof, whether marked as confidential or not, that should be considered confidential information under the circumstances. It does not
include information that the recipient already knew, that becomes public through no fault of the recipient, that was independ ently
developed by the recipient, or that was lawfully obtained and provided to the recipient by a third party.
m. Content Material: product information, text, images, and any other relevant and/or legally required information relating to the listing of
Goods on the Platform, including third party and Seller's trademarks and other Intellectual Property Rights related materials.
n. Customer: a third-party, who purchases Product on the Platform.
o. Customer Agreement: the agreement between Seller and a Customer concerning the purchase of a Product in fulfilment of an Order,
where the execution of such agreement is attested by the Fulfilled Customer Agreement status of the Order.
p. Delivery Note: is defined in Annex 4.
q. Dispute: a dispute regarding the provision of Additional Services by third parties.
r. Drop-Shipping: is defined in Annex 4.
s. Effective Date: the date of Seller's first use of the Services, as such date is recorded in Seller Center.
t. Failed Delivery: an Order that is cancelled for unsuccessfully execution due to: i) the delivery address (either physical or email) provided by
the Customer or by Lazada being incorrect; ii) where acceptance of delivery of the Product is required, the Customer being unable to
accept the Product; iii) where the Product is a physical product, the Customer refusing to accept the delivery of the Product in accordance
with the Policies; or iv) where the Customer remain uncontactable after various attempts (the number of delivery attempts will be
determined by the relevant carrier). In addition to the provision of Annex 4, in case of Failed Delivery: iv) where received by Lazada, Sales
Proceeds will be refunded to the Customer and, v) where received by Seller, Payment will be refunded to Lazada.
u. FBL Goods: is defined in Annex 4.
v. FBL Request: is defined in Annex 4.
I. Fee: the fee payable to Lazada for the Services, which is calculated based on:
i. the Payment Fee; and,
ii. if applicable, the Commission calculated on the Listing Price, any Shipping Cost, Cancelation Penalty, Administrative Fee and/or
Additional Services Fee.
For the avoidance of doubt, coupons or other unilateral discounts provided by Lazada to Buyers are not considered in the Service Fee
calculation. Any taxes, including GST, payable as regards the Services, will be paid by Seller.
w. Force Majeure: any event or cause beyond a Party’s reasonable control such as, but not limited to: i) act of God, explosion, flood, tempest,
fire or accident; ii) war or threat of war, sabotage, insurrection, civil disturbance or requisition, act of terrorism or civil unrest; iii) Acts,
restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; iv)
import or export regulations or embargoes; v) interruption of traffic, strikes, lock-outs or other industrial actions or trade disputes (whether
involving employees of Lazada or of a third party); and vi) health epidemics declared by the World Health Organization.
x. Fulfilment By Lazada: is defined in Annex 4.
y. Fulfilled Customer Agreement: an Order the status of which is showing as "Delivered" in Seller Center, or is otherwise deemed by Lazada as
having been executed by Seller, including instalments thereof.
z. Fulfilment Model: the model of Order fulfilment of physical Goods agreed to by the Parties.
aa. Good: one (1), or several (if sold together under one Listing Price) as the case may be, item(s) owned and offered for sale by Seller under
the Agreement.
bb. GST: Goods and Services Tax or any successor thereof.
cc. Handling Fee: a fee payable for handling Goods and supplying packaging materials under Fulfilment By Lazada (inbound receive and
putting away, outbound picking and packing, Customer return processing).
dd. Inadequate Product: any wrong, faulty, defective, damaged (excluding any Good or Product damaged due to mishandling by Lazada, a
Lazada contractor, or the Customer), legally non-compliant Good or Product, or a Good or Product that has been publicly or privately
recalled, in accordance with the law or the Policies.
ee. Intellectual Property Rights: all copyright, moral rights, trade marks, design rights, rights in or relating to databases, rights in or relating to
confidential information, rights in relation to domain names, and any other intellectual property rights (registered or unregistered)
throughout the world.
ff. Late Payment Interest: is the interest payable by Seller on the overdue sum at the rate of eight per cent (8%) per annum, calculated on daily
basis from the date on which such money falls due for payment to the date such money is actually received by Lazada (as well as after
judgment).
gg. Laws: the laws of the Territory.
hh. Lazada: means Ecart Services Malaysia Sdn. Bhd. (company number 983365-K) a company incorporated under the laws of Malaysia having
its registered office at: Unit C-12-4, Level 12, Block C, 12 Megan Avenue II, Jalan Yap Kwan Seng, Kuala Lumpur, Wilayah Persekutuan, 50450.
ii. Listing Price: the price, including instalments, at which a Good is offered for sale to Customers by Seller as indicated on the Platform at the
time the Order is placed. For the avoidance of doubt, the Listing Price includes any tax applicable by law, and excludes any coupons or
other discounts provided by Lazada to the Customer.
jj. Minimum Suspension Period: a period of sixty (60) days of which Lazada is allowed to suspend the Payment to Seller pursuant to the Sales
Proceeds – Payment Section of the Terms.
kk. Order: the request placed by a Customer on the Platform for the purchase of a particular Good as communicated by Lazada to Seller.
Lazada reserves the right to unilaterally cancel an Order for any reason.
ll. Payment: the Sales Proceeds minus any sums owed by Seller under the Agreement or any other agreement entered into by the Parties and
subject to any chargeback, reversal, refund, withholding for anticipated claims, deduction due to a Dispute, in accordance with the
Agreement or any other agreement entered into by the Parties.
mm. Payment Fee: a fee, calculated on the basis of a percentage of the Sales Proceeds.
nn. Personal Data: any personal information as defined by the applicable personal data protection laws and regulations in the Territory,
pertaining, but not limited, to Lazada employees, agents, consultants and Customers.
oo. Personal Data Claims: is defined in the Personal Data Section of the Terms.
pp. Platform: The Lazada platform, where the Seller may list Goods for sale under the Agreement, and Customer(s) may buy such goods.
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qq. Policies: the rules, guidelines, terms and conditions, etc. applicable to Sellers and Customers for the use of the Services, Platform, Seller
Center and other Lazada properties, as they may appear on the Platform or Seller Center or be communicated from time to time by
Lazada.
rr. Product: the individual Good purchased by a Customer among the Goods.
ss. Refurbished: means a product that has been returned to Seller or its manufacturer and is identical to the original in all aspects including all
packaging, documentation, accessories and software that are found in a new item, without additions. If repaired, it must have been
inspected, cleaned and professionally restored to working order to meet manufacturer specifications with genuine spare parts. The fact
that a product is refurbished must be clearly and prominently stated in the listing comments as well as he manufacturer's or refurbisher's
warranty.
tt. Replacement Value: the amount owed to Seller by Lazada in case any Good held by Lazada under the Fulfilment By Lazada model is
wrongly delivered, damaged or lost. The Replacement Value is determined by Lazada and corresponds to the lowest of either the invoiced
value of the Good to Seller by Seller's supplier, the lowest wholesale price the Good is sold in the Territory, or the price net of the costs
associated with the sale (Listing Price minus the Commission, the Payment Fee and GST that would have applied if the product had been
sold to a Customer) of the FBL Good at the time the wrong delivery, damage or loss occurs.
uu. Returned Product: the return of a physical Product to Lazada by a Customer in accordance with the Agreement and/or the Policies,
including Inadequate Products. Seller will retain, or take back from the Customer as the case may be, ownership, title and risk (save, as
regards to risk, where the Product is Fulfilled By Lazada and is under Lazada's care) of all Returned Products.
vv. Ringgit and RM: Ringgit Malaysia.
ww. Sales Proceeds: the gross proceeds received from Customers by Lazada which consist of the Listing Price and the Shipping Fee.
xx. Sales Traffic Activities: Additional Services consisting in: i) Shop in Shop, which entails a set of specific design features on the Platform that
enhance the visual representation of certain of Seller's Goods by means of a dedicated landing page; ii) Search Engine Marketing, which
entails the bidding on relevant keywords related to the Goods and/or Seller on electronic search engines; iii) Social Media Sales Traffic
Activities, which entails the promotion of the Goods and/or Seller on the Platform or social media platforms; and/or iv) other sales promotion
services agreed to by the Parties.
yy. Seller: the user of the Services.
zz. Seller Center: any tool employed by Lazada to operate any part of the Service, including the Lazada Seller University.
aaa. Services: is defined in the Services Section of the Terms.
bbb. Schedule: any schedule to the Agreement. The Schedule(s) form(s) an integral part of the Agreement.
ccc. Shipped Date: the date a Product is: i) where the Product is a physical product, dropped off to a carrier by Seller, or picked up by a ca rrier
from Seller, for delivery to a Customer, as indicated in Seller Center, or ii) where the Product is not a physical product, emailed or otherwise
made available or provided to a Customer in accordance with the sales stipulations applicable to such Product.
ddd. Shipping Cost: the fee charged by Lazada to Seller for the shipping of a Product, as calculated based on the Shipping Fee Rate Card.
eee. Shipping Fee: the fee charged by Seller to a Customer for the shipping of an Order, as calculated based on the Shipping Fee Rate Card.
fff. Storage Fee: a fee payable under the Fulfilment By Lazada model, for storing the Goods in the location designated by Lazada, which fee
varies based on whether the Goods are stored in a normal storage area or in a cold room (as agreed by the Parties).
ggg. Term: is defined in the Terms and Conditions of this Agreement.
hhh. Territory: Malaysia
iii. USD or US Dollar: United States Dollar
jjj. Working Day: a day other than Saturday, Sunday, or a national or State (at Seller’s working premises) public holiday in the Territory.
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ANNEX 2: DISPUTE RESOLUTION
Dispute Resolution
A. Save as provided in the Terms, any difference, controversy, or claim, arising between the Parties will be settled by arbitration, in English, in
Kuala Lumpur, and in accordance with the rules of the Asian International Arbitration Centre ("AIAC"). Furthermore, the arbitral tribunal will
consist of a sole arbitrator, to be designated by the Chairman of the AIAC. Any award by the arbitration tribunal will be final and binding upon
the Parties. The arbitrator will award to the prevailing Party, if any, the costs and attorneys’ fees reasonably incurred by such Party in
connection with the arbitration. If the arbitrator determines a Party to be the prevailing Party under circumstances where the prevailing Party
won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing Party an appropriate percentage of the
costs and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration.
B. Notwithstanding the foregoing, in the event either Party believes that it may suffer irreparable harm prior to the resolution of any conflict by
following the arbitration procedures established herein, such Party may apply to a court of competent jurisdiction for a restraining order or
other equitable relief in order to prevent or alleviate such harm pending the arbitration. The Parties agree that this paragraph will not operate
as a request that the court abstain from accepting jurisdiction or from granting appropriate orders which the court may deem necessary or
appropriate to protect the interests of the Parties.
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ANNEX 3: RETURNS
Returns - Failed Deliveries - Inadequate Products
A. Seller will accept the return of Failed Deliveries and Returned Products in accordance with the Policies. Lazada has the right to determine at its
sole discretion whether a Customer will receive a refund, adjustment, or replacement, and to require Seller to reimburse Lazada if Lazada
determines that Seller is liable to do so in accordance with the Agreement. Where Lazada has refunded or paid any such aforementioned
amount (whether on behalf of Seller or otherwise), such amount will be recoverable by Lazada from Seller as a debt due from Seller and
Lazada will be entitled to deduct such amount from amounts payable to Seller, or by other methods at Lazada's election.
B. Seller will promptly notify Lazada of any Inadequate Product (or the threat of a public or private recall) and cooperate and assist Lazada with
returns, including by initiating the procedures for returning Goods or Products to Seller.
C. Lazada will refund Seller the Commission related to any Failed Delivery or Order returned for Customer convenience.
D. In case of Failed Delivery, Lazada will bear: i) the Payment Fee, and ii) unless the shipping has been arranged by Seller, the Shipping Cost for
the shipment of the Product to the Customer and back to Seller, all other costs being borne by Seller.
E. In case of an Inadequate Product, Seller will bear all costs associated with the return and refund or replacement, including the Payment Fee,
and unless the shipping has been arranged by Seller, the Shipping Cost for the shipment of the Product to the Customer, from the Customer to
Lazada and from Lazada back to Seller, provided that, where FBL Goods are concerned, Seller will also be debited for any additional Storage
Fee and Handling Fee.
F. Lazada has no obligation to accept any Returned Product. Lazada however may at its sole discretion request that the Product be returned to
a designated location for further quality inspection. If Lazada, directly or through a third party of its choice, determines during the quality
inspection that the Returned Product is faulty or damaged, that it cannot be offered to other Customers because of this fault or damage and
that this fault or damage has been caused by the Customer, Seller will not be liable to accept the Returned Product.
G. Unless they are FBL Goods and provided Failed Deliveries have been returned to Lazada, subject to paragraph J below, Lazada will organize
the delivery of such Products to the address indicated by Seller within sixty (60) days from the Shipped Date.
H. Unless they are FBL Goods and provided Lazada agrees to accept Returned Products at its designated location, subject to paragraph J
below, Lazada will organize the delivery of such Products to the address indicated by Seller within forty-five (45) days from the Fulfilled
Customer Agreement date.
I. Lazada reserves the right to examine and determine at its own discretion if returned FBL Goods are saleable despite having been returned
and if so, Lazada may return such Returned Products to Seller or place such Returned Products back in the inventory of Seller.
J. Subject to the Policies, Lazada is not obliged to return any Products to the Seller if such return would not be reasonably practicable (including
if the value of Products is disproportionately low relative to the cost of returning Products).
K. If (i) Lazada is unable to return the Products to Seller despite taking reasonable efforts in accordance with the Policies (for example, if Seller
refuses to pick-up the returned Products; or if Seller’s delivery address is incorrect) or (ii) Lazada reasonably determines that it is not reasonably
practicable to return the Product to Seller pursuant to Paragraph J above, Lazada may, at its sole discretion, release, dispose of or sell the
Products in any manner it sees fit, without any liability or payment obligations to the Seller. The Seller agrees that title to all Products will be
passed to Lazada prior to any release, disposal, or sale of the Products by Lazada.
L. Lazada will not be responsible for any risk or liable for any claims, demands, liabilities, expenses, losses, cost or damage in connection with any
Failed Delivery and Returned Products (including due to a threatened recall) and will claim all costs incurred in that respect from Seller.
10 / 18
ANNEX 4: FULFILMENT
1. Fulfilment Models
A. Orders for physical products are fulfilled under the following Fulfilment Models:
(a) Fulfilment by Seller: Where Seller is responsible for the delivery of Products to Customers using its own logistics services;
(b) Drop-Shipping: where Seller is responsible for delivering of Products to Lazada’s designated location or appointed third party logistics
provider, for Lazada to coordinate delivery to Customers;
(c) Fulfilment By Lazada: where Seller is responsible for delivering the Goods to the location designated by Lazada, for Lazada to co-
ordinate their storage, re-packaging (if necessary) and delivery to Customers ("Logistics Services").
2. General terms for Logistics Services

A. Lazada will provide the Logistics Services to the Seller, in accordance with the Policies.
B. The Seller will request for and use the Logistics Services in accordance with the Policies, in particular:
(a) The Seller will include all information and supporting documents required by law, Lazada, or as set out in the Policies, including tax
invoices for the Products, or, if required by Lazada or by law, to send such information and/or supporting documents to the Customer
directly;
(b) All Goods and Products will be packaged in accordance with the packaging guidelines in the Policies, and in such manner to protect
the Goods / Products and their original packaging during transport and storage;
(c) The Seller will not use the Logistics Services in respect of any prohibited or dangerous goods, as set out in the Policies; and
(d) The Seller will not include any advertising or other materials in the Goods or Products, unless included by the manufacturer, or permitted
by the Policies.
C. The responsibility of Lazada and Seller in relation to packaging, handling, deliveries, returns, warranties and Orders will be in accordance with
the chosen Fulfilment Model.
D. Lazada reserves the right, in its sole discretion, to use any method or route to perform the Logistics Services, including to sub-contract all or part
of the Logistics Services, and to use any sub-contractor which Lazada deems appropriate.
E. Unless otherwise provided in the Agreement, Seller will be responsible for all costs incurred for shipping the Goods or Products. Any costs
assessed against or incurred by Lazada in relation to shipping will be debited to Seller. Seller will also be responsible for payment of all customs
duties, and taxes and any other charges related to the shipping and custom clearance of Goods and Products.
F. Lazada will not be listed on any import documentation relating to Goods and Products and Lazada reserves the right to refuse to accept
Goods or Products, and to cancel Orders, where it is listed on the import documentation, and any costs, penalties, taxes or duties assessed
against or incurred by Lazada will be charged to Seller.
G. Lazada reserves the right to restrict the destinations to which Seller may ship Goods and Products. Lazada has no obligation to provide the
Logistics Services to collect or deliver Goods or Products to or from any PO Box, overseas address, addresses without proper postal codes, or
any non-delivery locations set out in the Policies.
H. Seller must comply with the standard operating procedures, import procedures, weight restrictions, size restrictions and other shipping
requirements.
I. Estimated shipping costs, if any, provided prior to shipment are not binding and Seller agrees that it will be liable for: i) for the actual shipping
costs; or ii) the estimated shipping costs, even if the carrier determines them to be lower than the estimate submitted to Seller.
J. Except as expressly provided by these Terms, at no point in time will title to Goods or Products pass to Lazada or its sub-contractors (if any).
Lazada or its sub-contractors will not be or deemed to be the merchant on record of the Goods or Products.
K. Risk of loss or damage to the Goods or Products will remain with the Seller unless risk is transferred in accordance with these Terms.
L. Lazada may, in its sole discretion or at the direction of any government or law enforcement authority, at any time and without notice, open
and inspect any Good or Product.
M. Lazada may, in its sole discretion, reject or re-package (at the Seller’s expense) any Goods or Products for the provision of the Logistics
Services, and return such Goods or Products.
N. Seller will inform Lazada within 24 hours, or such other timing set out in the Policies, if any Goods or Products which are the subject of the
Logistics Services are perishable, frozen, refrigerated, or temperature controlled, or require any form of special handling. Lazada may choose
to provide Logistics Services in respect of such Goods or Products at its sole discretion and subject to any additional fees and expenses agreed
between the Parties for such Logistics Services.
O. Service Fees in respect of the Logistics Services completed by each reconciliation cut-off date will be deducted from any Sales Proceeds of
the Seller prior to Payment of such Service Fees in accordance with this Agreement.
P. Lazada will, subject to any applicable law, have a lien on any Goods or Products in Lazada’s possession for any Service Fees due and owing
to Lazada from the Seller.
Q. The total liability of Lazada to the Seller if there is any loss or damage to Goods or Products which are the subject of the Logistics Services and
where Lazada is responsible for the risk will be limited to the lower of:
(a) US$100 (or such amount set out in the policies or Schedule A) per parcel (regardless of the number of Goods or Products in such
parcel); or
(b) The replacement value of such Goods or Products,
Provided that, if the loss or damage is caused by the Seller’s instructions, the Seller failing to comply with the terms of this Agreement or the
Policies, or related to the decay of perishable Goods, or otherwise directly or indirectly caused by Seller, its agents or contractors, Lazada will
not be liable for any such loss or damage.
R. The Seller will indemnify Lazada and its Affiliates for any losses, penalties, fees, liabilities, and expenses arising out the Seller’s non-compliance
with any applicable laws or the Policies.
S. Lazada may, in its sole discretion, allow Seller to ship Goods at Seller’s expense using discounted shipping rates that Lazada is able to procure
from any carrier. Seller will not use the carrier account information of Lazada, including, without limitation, carrier account number and
shipping rates, for any purpose other than for the fulfilment of an Order, nor disclose such information to any third party, and Seller will protect
such information as Confidential Information.
3. Fulfilment by Seller
A. Seller will prepare and ship the Order to the address specified in the Order within the lead times set out in the Policies, p rovided that, where
the Seller fails to comply with the deadline, Lazada reserves the right to modify the deadline and/or to cancel the Order.
B. Seller will stop or cancel any Orders if directed by Lazada.
C. Seller will ensure that Lazada is at all times supplied with updated Order shipment tracking information.
D. Title and risk of loss for Goods and Products will remain with Seller, and Lazada will have no liability whatsoever related to the Goods and
Products including their shipping, storage, delivery delays, damage or loss.
E. Seller will be responsible for obtaining appropriate insurance covering any damage or loss to the Goods.
4. Drop-Shipping
A. Seller will prepare and ship the Order to Lazada’s designated location (including any applicable drop-off boxes offered by Lazada or to
Lazada’s appointed third party logistics provider) within twenty-four (24) hours from the Order being placed (taking into account Working
Days) or according to the lead times specified in the Policies, provided that, where Seller fails to comply with the deadline, Lazada reserves
the right to modify the deadline and/or to cancel the Order.
B. Lazada may, at its sole discretion, offer to pick up Products from mutually agreed pick up points, in accordance with the Policies.
C. Seller will stop or cancel any Orders if directed by Lazada.
D. Seller will ensure that Lazada is at all times supplied with updated Order shipment tracking information.
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E. Title and risk of loss for Goods and Products will remain with Seller, and Lazada will have no liability whatsoever related to the Goods and
Products including their shipping, storage, delivery delays, damage or loss.
F. Upon receiving Products that are the subject of an Order, Lazada will deliver the Products to the delivery address and designated recipient, in
accordance with the Policies.
5. Fulfilment By Lazada
A. Overview
(a) These FBL Terms form part of the Agreement and apply if the method of fulfilment of Orders is Fulfilment by Lazada (“FBL”).
(b) Where the method of fulfilment of Orders is FBL, Seller is responsible for the sourcing and delivery of the Goods to Lazada’s appointed
fulfilment centre or pick-up point. The services provided by Lazada under the FBL model (“FBL Services”) comprise:
i) If offered by Lazada at its sole discretion, pick-up of Goods and transportation to Lazada’s fulfilment centre;
ii) Short-term storage of the Goods for the purpose of fulfilment of Orders;
iii) Picking and packing of Goods for fulfilment of Orders;
iv) After-sales services such as invoice printing (if available), customer service and returns and failed delivery processing in respec t of
the Goods.
(c) Notwithstanding the FBL services provided to the Seller, the title to all Goods handed over to Lazada for FBL shall remain with the Seller
until the title to such Goods is transferred to the Customer in accordance with the Customer Agreement.
B. Enrolment in FBL
(a) Seller may submit a request to enrol in FBL through the designated request channel as notified by Lazada from time to time. In order to
enrol in FBL, Seller may be required to meet certain minimum requirements (such as seller account tenure, and minimum sale
quantities), as notified in writing by Lazada. Lazada reserves the right to revise such minimum requirements from time to time.
(b) Acceptance of any enrolment request shall be at Lazada’s sole discretion and may be conditional on Seller fulfilling additional
requirements relating to training and enrolment formalities.
(c) If Seller’s enrolment request is accepted by Lazada, these FBL Terms shall apply to the Goods in respect of which the FBL Services are
provided (“FBL Goods”).
C. Inbound Process of FBL Goods

(a) Seller shall submit to Lazada all information required by Lazada in respect of the FBL Goods. Lazada shall have sole discretion to accept
or reject any inbound request for FBL Goods submitted by the Seller.
(b) The agreed details of the FBL Goods shall be set out in an Inbound Order, which shall accompany each shipment of FBL Goods to
Lazada’s appointed fulfilment centre or pick-up point.
(c) All FBL Goods shall be shipped to Lazada’s appointed fulfilment centre on Delivery Duty Paid (Incoterm DDP 2010) basis unless otherwise
agreed in writing. If the FBL Goods are shipped from overseas, the Seller shall appoint its own importer-of-record and customs broker,
and shall not name or list Lazada or any of its Affiliates as the importer, exporter or customs broker for the FBL Goods.
(d) Unless otherwise agreed with Lazada, the Seller shall ship the FBL Goods specified in the Inbound Order to Lazada’s appointed fulfilment
centre, at the appointment date and time specified in the Inbound Order. If FBL Goods arrive at Lazada’s appointed fulfilment centre
outside of the specified appointment dated and time, Lazada shall be entitled to either accept the FBL Goods, or reject and them to
Seller at the expense of Seller.
(e) Lazada may, at its discretion, provide the Seller with pick-up services for the FBL Goods from the pick-up location agreed with the Seller.
If such pick-up services are offered and accepted by the Seller, the Seller shall comply with the processes and supply the information
required for Lazada to provide such services, including standard operating procedures, weight and size restrictions and packaging
requirements.
(f) Lazada may also inform the Seller in of any restrictions on scheduling or volumes, and Seller will comply with such restrictions.
(g) Lazada may, at its discretion and prior to or at the time of agreement on the Inbound Order, request the Seller to have its delivery
personnel or representative attend at Lazada’s appointed fulfilment centre for the time period required by Lazada to inbound the FBL
Goods (“Seller Attended Inbound Request”), which attendance period shall not exceed four (4) hours.
i) If the Seller complies with a Seller Attended Inbound Request and the inbound process is completed within the atte ndance
period, any FBL Goods which is rejected for inbounding due to the FBL Goods’ failure to comply with Clause 4A and 4B below shall
be immediately returned to Seller via its delivery personnel or representative.
ii) If Seller complies with a Seller Attended Inbound Request but the inbound process is not completed within the agreed attendance
period, any FBL Goods which is rejected for inbounding after the end of the agreed duration due to the FBL Goods’ failure to
comply with Clause 4A and 4B below shall be processed in accordance with Clause 4D below.
iii) If Seller elects not to comply with a Seller Attended Inbound Request, any FBL Goods which is rejected for inbounding due to the
FBL Goods’ failure to comply with Clause 4A and 4B below shall be processed in accordance with Clause 4D below, save that
Lazada shall have no liability to Seller for any loss or damage to such rejected FBL Goods from the time they were shipped to
Lazada’s appointed fulfilment centre until the time that such FBL Goods are retrieved by the Seller.
D. Requirements for FBL Goods

(a) FBL Goods shall comply with Lazada’s requirements as notified on the BMS Portal, Seller Centre or Lazada University. These requirements
include (but are not limited to):
i) minimum expiry dates or periods;
ii) packaging requirements to ensure the integrity of the FBL Goods delivered to Lazada’s appointed fulfilment centre.
iii) labelling requirements (in addition to any mandatory requirements under the applicable law);
iv) prohibitions and exclusions of certain types of goods, such as illegal or prohibited, hazardous, toxic or radioactive goods, or goods
which require special storage or handling.
(b) All FBL Goods shall correspond strictly with the details of the Inbound Order. Seller shall further provide any other additional information
required by Lazada to accompany every shipment of FBL Goods, such as list of barcodes for each item, warranty details, expiry date for
each item, as well as gross and net weight.
(c) Lazada reserves the right to reject any shipment of FBL Goods which is not accompanied by a valid and corresponding Inbound Order,
as well as any other additional information which the Seller is required to provide.
(d) In the event that FBL Goods shipped to Lazada’s appointed fulfilment centre do not comply with the Inbound Order or the requirements
applicable to FBL Goods, or are not accompanied by the additional information required by Lazada, Lazada reserves the right to refuse
such shipment of FBL Goods. Lazada will notify the Seller of such refusal in writing within ten (10) working days. Upon receipt of said
written notice, Seller shall retrieve at Seller’s expense such rejected shipment within the following timelines:
i) within one (1) day, if Lazada reasonably determines that the FBL Goods create a safety, health or liability risk to Lazada, its
personnel or sub-contractors;
ii) within two (2) working days, if the FBL Goods do not comply with the requirements relating to minimum expiry dates or periods;
iii) within seven (7) working days, if the refusal is due to any other reason.
(e) If Seller fails to retrieve any rejected FBL Goods within the timelines above, the rejected FBL Goods will be deemed abandoned and
Lazada may dispose of the FBL Goods in any manner it deems appropriate. Title to abandoned refused FBL Goods will transfer to
Lazada at no cost to Lazada for the purpose of such disposal, and Lazada will retain all proceeds, if any, received from the disposal of
any abandoned refused FBL Goods. If the proceeds of the disposal are insufficient to cover the costs of such disposal, Lazada shall be
entitled to recover such uncovered costs from the Seller.
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(f) Alternatively, Lazada may elect to return the rejected shipment to the Seller, or accept the FBL Good for inbounding subject to re-
packaging or re-labelling of any FBL Goods which do not comply with the packaging or labelling requirements, and reserves the right to
recover all incurred expenses from the Seller.
(g) Lazada’s acceptance of the FBL Goods at the appointed fulfilment centre does not:
i) indicate or imply that any FBL Goods have been delivered in accordance with Lazada’s inbound requirements set out above
and are free of loss or damage; or
ii) indicate or imply that Lazada actually received the number of units of FBL Goods specified by Seller or in the Inbound Order for
such shipment; or
iii) waive, limit or reduce any of Lazada’s rights under the terms of the applicable Agreement or these FBL Terms.
E. Seller Obligations
(a) Seller shall be responsible for, and bears all risk and liability for the sourcing, sale, original packaging, product quality and product
warranties (if applicable) for all FBL Goods. All claims in relation to the FBL Goods, whether raised by any relevant authorities, the
Customer or any third party, shall be the responsibility of the Seller, save for any responsibility of Lazada in respect of the FBL Services
expressly specified in these FBL Terms.
(b) If required by law, Seller shall be responsible to take out appropriate insurance covering the events mentioned above as well as any
other obligation under this Agreement.
(c) Unless expressly agreed to be provided by Lazada, Seller shall produce a tax or sales invoice (in accordance with the applicable law)
and send it to the Customer for every successful sale. It is Seller's responsibility to determine whether Seller Taxes apply to the
transactions and to collect, report, and remit the applicable Seller Taxes to the appropriate tax authority. "Seller Taxes" means any and
all sales, goods and services, use, excise, import, export, value added, consumption and other taxes and duties assessed, incurred or
required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by Seller.
(d) Seller will process, fulfil and cancel Orders in accordance with Lazada’s policies, as notified on the Seller Centre, Lazada University or
other written means from time to time.
(e) Seller shall promptly notify Lazada of any actual or potential recall, or safety alert, relating to the FBL Goods, and provide all necessary
assistance to Lazada in connection with such recall or safety alert. All expenses incurred by Lazada in connection with such recall or
safety alert of the FBL Goods shall be borne by the Seller.
F. Storage for Fulfilment

(a) Lazada will provide temporary storage services for FBL Goods once it confirms inbounding of the FBL Goods at the appointed fulfilment
centres, and will keep electronic records that track inventory of FBL Goods by identifying the number of FBL Goods stored in Lazada’s
fulfilment centres.
(b) Lazada will not be required to physically mark or segregate items from other inventory Goods owned by Seller. If Lazada elects to
commingle the FBL Goods with other products of Seller, both Parties agree that the records of Lazada will be sufficient to identify which
products are the FBL Goods of Seller. Lazada may, at its discretion, move and distribute the FBL Goods between its local fulf ilment
centres.
G. Fulfilment of Orders
(a) Where a Customer places an Order to an FBL Good, Lazada will pick and pack the FBL Goods and ship the Order to the Customer at
the address specified in the Order. Lazada may ship FBL Goods together with products sold by Lazada or other sellers.
(b) Where the Order is delivered from Lazada’s fulfilment centre to the Customer by Lazada or any of its sub-contractors, Lazada shall be
responsible for any loss or damage to the FBL Goods in the Order suffered during the delivery in accordance with the terms of the
Agreement.
H. Failed Deliveries & Returns

(a) Seller shall accept and process refunds and adjustments in respect of FBL Goods in accordance with the applicable returns and failed
delivery policies published by Lazada from time to time.
(b) Returns and failed deliveries of any FBL Goods will be received and processed by Lazada at its appointed fulfilment centres. Any
sellable returns and failed deliveries of any FBL Goods will be placed back into the inventory of the FBL Goods of Seller. For the
avoidance of doubt, all returns and failed deliveries of any FBL Goods which are placed back into the Seller’s inventory are the
property of the Seller. Lazada reserves the right to examine and determine at its sole discretion, acting reasonably, if retu rns and failed
deliveries of any FBL Goods are suitable for selling.
(c) If Lazada provides replacement FBL Goods or a refund to a Customer and that Customer returns the original FBL Goods to Lazada’s
appointed fulfilment centre, Lazada will be entitled to dispose of the returned original FBL Goods, or, if they are saleable, Lazada may,
at its option place such returned original FBL Goods back in the inventory of Seller. If the returned original FBL Goods will be put in the
inventory, Seller will reimburse Lazada for the Replacement Value of the returned original FBL Goods.
(d) If Lazada reasonably determines that any returns and failed deliveries of any FBL Goods is not in sellable condition, Lazada shall either
return such returns and failed deliveries of FBL Goods to the Seller or dispose of such returns and failed deliveries of FBL Goods without
any compensation to Seller, and Lazada reserves the right to recover any incurred expenses from the Seller.
I. Outbound Process
(a) Seller may, at any time, request that FBL Goods be returned to Seller by submitting a request on the BMS Portal or other chan nels
designated by Lazada from time to time.
(b) Lazada may return FBL Goods to Seller for any reason, such as:
i) the FBL Goods have expired or are close to their expiry date;
ii) the FBL Goods are reasonably determined by Lazada to be unsuitable for FBL Services;
iii) the FBL Goods are reasonably determined by Lazada to be non-compliant with Lazada’s notified policies (such as counterfeit
items, inadequate or unsuitable packaging);
iv) the Agreement is being terminated for any reason; or
v) the FBL Services are being terminated by either Party for any reason.
(c) Unless otherwise agreed, Seller shall be responsible for the pick-up of such FBL Goods from Lazada’s appointed fulfilment centre within
seven (7) working days (which Lazada may extend at its sole discretion) after Lazada has notified the Seller in writing to collect the
outbounded FBL Goods. Lazada may, at its sole discretion, agree to deliver the outbounded FBL Goods to the Seller’s delivery address
in the same country, at Seller’s expense.
(d) Seller shall be responsible for any inspection, check or reconciliation of the quantity and condition of the FBL Goods. Upon the Seller’s
collection (or, in the case of delivery to the Seller, confirmed receipt at its designated delivery location) of the outbounded FBL Goods,
they deemed to have been fully returned to Seller in full and good condition, unless any loss or damage of outbounded FBL Goods is
notified in writing to Lazada at the time of the collection (or confirmed receipt at its designated delivery location, as the case may be).
(e) If no delivery arrangement has been agreed with Lazada and Seller has failed to collect outbounded FBL Goods within thirty (30) days
of the expiry of the period stated in Clause 9C, the FBL Goods will be deemed abandoned and Lazada may elect to dispose of the FBL
Goods as provided herein in any manner it deems appropriate. Title to abandoned refused FBL Goods will transfer to Lazada at no cost
to Lazada for the purpose of such disposal, and Lazada will retain all proceeds, if any, received from the disposal of any abandoned
refused FBL Goods. If the proceeds of the disposal are insufficient to cover the costs of such disposal, Lazada shall be entitled to
recover such uncovered costs from the Seller.
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(f) Seller may, at any time, request that Lazada dispose of FBL Goods. Lazada may dispose of FBL Goods in any manner it deems
appropriate. Title to abandoned refused FBL Goods will transfer to Lazada at no cost to Lazada for the purpose of such disposal, and
Lazada will retain all proceeds, if any, received from the disposal of any abandoned refused FBL Goods. If the proceeds of the disposal
are insufficient to cover the costs of such disposal, Lazada shall be entitled to recover such uncovered costs from the Seller.
(g) Seller shall comply with instructions that Lazada may give in relation to any potential suspension of the work in Lazada’s appointed
fulfilment centre.
J. FBL Fees
(a) The service fees for the FBL Services (“FBL Fees”) shall be set out in the rate cards published on the BMS Portal, Seller Centre or Lazada
University from time to time.
(b) The FBL Fees are exclusive of any taxes applicable to the FBL Services, unless otherwise stated in the rate cards. All payments to be
made by Seller to Lazada shall be made free and clear of, and without deduction for or on account of, any taxes unless Seller is
required to make such a payment subject to the deduction or withholding of taxes, in which case the sum payable by Seller shall be
increased to the extent necessary to ensure that Lazada receives a sum net of any withholding or deduction equal to the sum w hich it
would have received had no such deduction or withholding been made or required to be made. If Lazada is required under the law of
any jurisdiction to deduct or withhold any sum as taxes imposed on or in respect of any amount due or payable to Seller, Lazada will
make such deduction or withholding as required, and Lazada will provide Seller with a certificate or any similar document proving that
amounts deducted refer to withholding taxes
(c) All FBL Fees and other sums due and payable to Lazada under these FBL Terms will be deducted from Sales Proceeds in the Selle r
Account in accordance with the Agreement. Any invoice or payment error will be reversed and corrected in the next payment cycle.
In the event the Sales Proceeds are insufficient to pay the FBL Fees or other sums due and payable to Lazada under these FBL Terms,
Seller will pay the outstanding amounts within ten (10) working days after receipt of Lazada’s invoice.
(d) Any enquiry or dispute in respect of FBL Fees or any payment of the same shall be made to Lazada within the time period stated in the
Agreement, or one hundred and twenty (120) days from the date of the invoice or payment, whichever is the earlier.
(e) From time to time, Lazada may offer promotions, rebates or discounts to the Seller in respect of the FBL Fees at its sole discretion. The
terms of such promotions, rebates or discounts will be determined solely by Lazada. If required by law, Lazada may generate an invoice
by the Seller to give effect to such rebate or discount.
(f) In the event any amount due and payable to Lazada is unpaid by the Seller for at least thirty (30) days after the due date of such
amount, Lazada reserves the right to suspend any further FBL Services pending receipt of full payment.
K. Claims
(a) If there is loss or damage caused by Lazada to any FBL Goods while they are being stored at any of Lazada’s fulfilment centres, Lazada
will pay Seller the Replacement Value of the FBL Goods and Seller will, at Lazada’s request, provide Lazada with a valid tax or sales
invoice for the Replacement Value paid to Seller. For the purpose of these FBL Terms, Replacement Value of an FBL Good is determined
by Lazada based on the lower of either: (i) the invoiced value of the FBL Good to Seller by Seller's supplier, (ii) the average selling price
of the FBL Goods on the Platform over the specified Reference Period, or the average Listing Price over the specified Reference Period,
in each case net of any Commission, the Payment Fee and any Seller Taxes that would have applied if the FBL Goods had been sold to
a Buyer. Details of the calculation of the Replacement Value and Reference Period will be published by Lazada on the BMS Portal,
Seller Centre or Lazada University from time to time.
(b) Lazada shall not be liable for any loss or damage to FBL Goods if such loss or damage arises in connection with the decay or
degradation by reason of the goods’ perishable nature, improper original packaging of the goods, or the Seller’s non-compliance with
Lazada’s notified policies.
(c) Payment of the Replacement Value shall be the Seller’s sole remedy against Lazada, its Affiliates and sub-contractors in respect of the
FBL Services. Lazada shall not be responsible for any other losses suffered by the Seller, in particular any indirect or consequential losses,
loss of sales or profits, loss of goodwill and loss of reputation.
(d) All claims by Seller to Lazada in relation to FBL Goods in Lazada’s fulfilment centres shall be made via the FBL Claims Module on the BMS
Portal or such other channel specified by Lazada from time to time (“System”).
(e) On the first calendar day of each month, the System will generate a draft claim based on a previous inventory cycle for Selle r’s review
and decision on whether to submit the claim. If the claim is submitted by Seller, Lazada will inform Seller of the claim outcome and Seller
shall have an opportunity to dispute the claim outcome within a timeline stipulated by Lazada. While there is a pending claim
submitted by Seller or a pending dispute to the claim outcome, no further claim can be made by Seller until the pending claim or
dispute to the claim outcome is completely resolved.
(f) Seller must further submit claims or disputes to a claim outcome (if any) in accordance with the timelines stipulated in the System. Unless
expressly specified to the contrary, Seller must raise claims in respect of the FBL Services within twelve (12) months from the date the
claim first arose.
(g) Any claims or disputes to a claim outcome for FBL Goods by Seller which fail to comply with the communicated process and platform
requirements, as well as the timelines stipulated by Lazada, shall be deemed waived by Seller.
L. BMS Portal or Other Tools

(a) Lazada may provide tools, including the BMS Portal, to the Seller, in order for Seller to access and manage its FBL Goods inventory and
the FBL Services.
(b) The Seller is responsible for supplying and authorising access to the tools to its authorised personnel or representatives, to allow such
personnel or representatives to access and manage the FBL Services and FBL Goods inventory. Seller shall not share the password to
such tools with any unauthorised personnel or representative, or use the tools for any other purpose other than in accordance with
these FBL Terms.
(c) The Seller shall not dispute any action on the tools, including the BMS Portal, made on the Seller’s account, unless Lazada has been
given prior written notice that the access to the Seller’s account resulting in such action is unauthorised.
(d) The tools are provided on an "as is" basis. Seller acknowledges that any information and any materials provided by or through the tools,
including the BMS Portal, may contain inaccuracies or errors, and Lazada and its Affiliates expressly exclude liability for any such
inaccuracies or errors to the fullest extent permitted by law. Any link found on the tools is provided for Seller's convenience to provide
further information. Unless otherwise stated, it does not signify that Lazada endorses the contents thereof and Lazada has no
responsibility for the content of external links.
M. Force Majeure
(a) In addition to the Force Majeure provisions of the Agreement, Lazada shall have no liability to Seller in respect of FBL Goods in Lazada’s
custody that are lost or damaged by reason of floods, storms, natural calamities and/or other acts of God. If Lazada successfully makes
any claims against its own insurance policies in respect of such lost or damaged FBL Goods and receives payment from its insurers in
respect of the same, Lazada shall pass on the proceeds it receives from such claims to Seller.
N. Termination of FBL Services

(a) Either Party may terminate the FBL Services without cause by providing at least fourteen (14) days’ prior written notice to the other Party.
(b) If any amount due and payable to Lazada remains unpaid by the Seller for at least sixty (60) days after the due date, Lazada may
terminate the FBL Services immediately upon written notice to the Seller.
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SCHEDULE A: PAYMENTS
1. Payment
A. Unless otherwise agreed in writing, Payments will be made by Lazada to Seller on a fortnightly basis in respect of Orders that
have been delivered or completed by the reconciliation cut-off date. The Order status on Seller Center may be subject to delays
on weekends, public holidays, caused by third parties, or factors outside of Lazada’s reasonable control.
B. From time to time, Lazada may offer promotional and goodwill rebates or discounts to Seller in respect of any part of the Fee.
The terms of such rebate or discount are determined by Lazada at its sole discretion. Where required by law, Lazada may
generate an invoice by the Seller to give effect to the rebate or discount. If Lazada is held liable for any taxes on behalf of the
Seller, or as a tax agent of the Seller, in connection with any Order or Payment, the Seller will indemnify Lazada for such tax
liability or compliance costs, irrespective of when the tax liability is assessed.
C. Lazada shall have the right to set off any amounts owed by Lazada to Seller against any amounts owed by Seller to Lazada,
including any such amounts under other accounts or shops owned by the same Seller.
2. Commission and Payment Fee
A. Commission rates are as indicated herein or in Seller Center. Lazada may provisionally reduce Commission rates for certain
Goods from time to time.
B. The Payment Fee will be two percent (2%).
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ANNEX 5: LazMall’s Terms & Conditions
1. Definitions and interpretation

1.1 In these Terms, unless the context otherwise requires, the following definitions shall apply:
"Counterfeit", in relation to the Seller’s Goods, shall mean a good:

(a) which bears a sign identical with, or similar to, a trade mark registered in Malaysia, and:
(i) the application of the sign to the good or the packaging thereto is an infringement of the registered
trademark;
(ii) the good is proposed to be imported into the country where the good is delivered to or received by
the Customer, and the application of the sign to the good of the packaging thereto would be an infringement
of the registered trade mark; or
(iii) the sign has otherwise been used in relation to the good or the packaging thereto in such a way as
to infringe the registered trade mark; and
(b) where the sign borne on the good or the packaging thereto is identical with, or so nearly resembling, the
registered trade mark as to be calculated to deceive; and
(c) the sign borne on the good or the packaging thereto is applied without the express or implied consent of the
proprietor of the registered trade mark, and to falsely represent the good to be the genuine good of the proprietor or a
licensee of the registered trade mark.
"LazMall Channel" means the sales channel operated by Lazada for the purposes of the LazMall Programme
"LazMall Programme" has the meaning ascribed to it in Clause 3.
"LazMall Terms" means these terms and conditions, as amended by Lazada in its sole and absolute discretion from time to
time.
"Marketplace Agreement" means the Marketplace Agreement entered into between Lazada and the Seller and any
Annexes thereto.
2. Service Terms
2.1 By participating in the LazMall Programme, the Seller agrees to be bound by these LazMall Terms, in addition to the
Marketplace Agreement, which are incorporated by reference into these LazMall Terms.
2.2 For the avoidance of doubt, capitalised terms used and not defined herein have the same meaning as given to such
terms in the Marketplace Agreement.
2.3 In the event of a conflict between the provisions of these LazMall Terms and the Marketplace Agreement, the provisions of
these LazMall Terms shall prevail.
3. LazMall Programme
3.1 In consideration of the Seller’s representations, warranties and undertakings in Clause 4, Lazada shall permit the Seller to
be part of the LazMall Programme.
3.2 The LazMall Programme shall comprise:
(a) the addition of a "LazMall" badge on the Seller’s listing of the Seller’s Goods;
(b) the addition of the Seller’s Goods on the LazMall Channel;
(c) a higher search ranking and a higher visibility on the websites operated by Lazada and/or the Lazada mobile
app;
(d) access to marketing campaigns which Lazada, its subsidiaries and/or its affiliates may conduct from time to
time in their sole and absolute discretion;
(e) availability of a dedicated "LazMall" customer service team; and/or
(f) such other benefits as Lazada, its subsidiaries and/or its affiliates may make available from time to time in their
sole and absolute discretion.
3.3 Sellers who participate in the LazMall Programme shall be charged the Commission Fee specified by Lazada on Seller
Center, or as otherwise notified by Lazada to Seller. Notwithstanding anything to the contrary in the Marketplace Agreement,
Lazada reserves the right to amend the Commission Fee at any time and with no prior notice to the Seller.
3.4 The participation of a Seller in the LazMall Programme is subject to Seller’s compliance with certain conditions as notified
by Lazada to Sellers from time to time. In the event that a Seller fails to comply with any of the conditions as notified by Lazada,
Lazada may, in its sole and absolute discretion, amend, revoke, vary or add any element of the LazMall Programme set out in Clause
3, or terminate the Seller’s participation in the LazMall Programme.
3.5 Sellers who participate in the LazMall Programme may be eligible to participate in a seller rewards scheme where they will
be eligible for certain rewards which Lazada, its subsidiaries and/or its affiliates may make available from time to time in their sole
and absolute discretion.
3.6 Lazada may, in its sole and absolute discretion, amend, revoke, vary or add any element of the LazMall Programme set
out in Clause 3 at any time, and without any prior notice to the Seller.
4. Seller’s undertakings
4.1 The Seller represents, warrants and undertakes that the Sellers Goods are not Counterfeit.
4.2 Determination by Lazada
(a) Lazada may, at any time and at its sole and absolute discretion, determine whether the Seller’s Goods have
been supplied in breach of the representation, warranty and undertaking in Clause 4.1. Lazada’s determination pursuant
to this Clause shall, save in the case of manifest error, shall be final and binding on the Seller.
(b) For the purposes of Lazada’s determination pursuant to Clause 4.2(a):
(i) Lazada shall have the right to impound the Seller’s Goods to conduct testing or facilitate further
investigation by Lazada, Lazada’s subsidiaries or affiliates, or governmental authorities;
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(ii) the Seller shall use its best endeavours to fully cooperate with Lazada’s testing or investigation,
including but not limited to providing to Lazada the certificates of conformance, and all design, development,
manufacturing and traceability records, in relation to the Seller’s Goods;
(iii) the Seller shall bear all reasonable expenses incurred by Lazada for the purposes of the investigation
conducted pursuant to this Clause 4.2.
(c) Pending Lazada’s determination pursuant to Clause 4.2(a), Lazada may:
(i) hold any sums due and payable by Lazada to the Seller, and the Seller shall, upon Lazada’s request,
place with Lazada such further sum as Lazada deems necessary or appropriate; and
(ii) suspend the Seller's listings, including but not limited to the relevant Seller’s Good, from the LazMall
channel.
4.3 Where Lazada determines that the Seller’s Goods have breached Clause 4.1, and without prejudice to any rights which
Lazada may have at law, the Marketplace Agreement or any other agreement entered into between Lazada and the Seller:
(a) notwithstanding anything to the contrary in the Marketplace Agreement, Lazada may, in its sole and absolute
discretion, do any or all of the following:
(i) revoke the Seller’s participation in the LazMall Programme;
(ii) remove the Seller's listings, including but not limited to the infringing Seller’s Good, from the LazMall
Channel;
(iii) commence legal action against the Seller;
(iv) disclose its findings publicly or to any third party, including but not limited to any governmental
authorities, and the Seller waives all claims, remedies and causes of action arising out of or in connection with
any such disclosure;
(v) refund to the Customer the actual payment made by the Customer in full for the infringing Seller’s
Good, and pay for any reasonable expenses incurred by the Customer, including but not limited to the shipping
fees for returning such infringing Seller’s Good; and
(vi) transfer to the Customer an amount equivalent to the actual payment made by the Customer in full
for the infringing Seller’s Good.
(b) Notwithstanding anything to the contrary in the Marketplace Agreement, Lazada may, in its sole and absolute
discretion, withhold and/or set-off any payments due to the Seller in connection with the exercise of any of Lazada’s rights
pursuant to this Clause 4.3, including but not limited to Clause 4.3(a)(v) and (vi).
(c) Notwithstanding anything to the contrary in the Marketplace Agreement, the Seller shall indemnify and hold
Lazada, its subsidiaries and affiliates harmless from and against any and all costs (including attorney fees and court costs
on an indemnity basis), expenses, fines, penalties, losses, damages, and liabilities arising out of or in connection with the
Seller's breach of Clause 3 or otherwise in relation to the provision of the Seller’s Goods.
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Lazada LazMall Marketplace Agreement

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Lazada LazMall Marketplace Agreement

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MARKETPLACE AGREEMENT

1. Lazada Services to You

For more information see Section 2 and 6 of the Terms.

2. Products You Can Sell

For more information see Section 4 of the Terms.

For more information see Annex 4.

6. How To End Our Relationship

For more information see Section 12 of the Terms.

For more information see Annex 2.

8. Definitions and Interpretation

See Section 13 of the Terms and Annex 1.

3. Sales Proceeds - Payment

6. Use of Tools - Additional Services

9. Content Material, Industrial and Intellectual Property Rights

10. Customer Information - Customer Services

11. Liability - Indemnification

Last updated: July 26, 2018 (SM)

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ANNEX 2: DISPUTE RESOLUTION

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2. General terms for Logistics Services

C. Inbound Process of FBL Goods

D. Requirements for FBL Goods

F. Storage for Fulfilment

H. Failed Deliveries & Returns

L. BMS Portal or Other Tools

N. Termination of FBL Services

Goods from time to time.

B. The Payment Fee will be two percent (2%).

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ANNEX 5: LazMall’s Terms & Conditions

1. Definitions and interpretation

"Counterfeit", in relation to the Seller’s Goods, shall mean a good:

"LazMall Programme" has the meaning ascribed to it in Clause 3.

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