Terms of Service for Chinese Merchants

Please read these terms of service (“Agreement” or “Terms of Service”) carefully before using the website and services offered by SIA Joom (“Coolbe”). The Agreement sets out the legally binding terms and conditions for your use of the website at https://merchant.coolbe.gr and website at https://www.coolbe.gr/en (all together referred to as the “Site”). By using the Site, you agree to be bound by this Agreement, including those additional terms and conditions and policies referenced herein and/or available by hyperlinks, the platform rules available at https://merchant.coolbe.gr and terms and conditions set out in the Merchant Help Center available at https://merchant-help.joom.com/hc (“Merchant Help Center” or “Coolbe Help Center”) that may be updated from time to time. This Agreement applies to all merchants (those, who are selling to the users of the Site and hereinafter referred to as the “Merchants”, “Merchant” or “you”). Coolbe Intellectual Property Policy for Merchants constitutes an integral part of these Terms of Service and is available via https://merchant.coolbe.gr/coolbe/ip-policy.

The contents of this Agreement include the main body as well as all the terms, conditions and policies including (but without limitation) legal statements, privacy policies that have been or will be published or released by Coolbe at any time. All terms, conditions and policies are an integral part of this Agreement and shall have the same legal effect as the main body of this Agreement.

Coolbe reserves the right to change some or all the terms, conditions, policies and platform rules at any time. When Coolbe launches new terms of this Agreement, the new terms shall come into force as the Merchant presses the button “Agree”. You log in or continue to use the “Service”, which means that you have read and accepted the revised, updated Agreement. If Merchant does not agree to any alteration or updates of terms, conditions, policies or platform rules, Merchant must immediately terminate this Agreement by submitting a written notice to Coolbe. Unless separately stated, any new content that will expand the scope of this Agreement shall be subject to this Agreement and shall be considered as a part thereof.

1. Coolbe as a Marketplace and Merchant’s Agent

1.1. Coolbe provides a platform for Merchants who comply with Coolbe’s policies and requirements to offer and sell certain items.

1.2. Coolbe acts as a commercial agent of a Merchant within the scope of powers, rights and authorities set in this Agreement, including the powers and rights to negotiate and conclude transactions between Merchants and customers on the Site, set the final price for the items listed on the Site (“Items”), issue invoices for such Items and (at Coolbe’s sole discretion) assist Merchants in the receipt and processing of customer’s claims for refund and guarantee on behalf of Merchant.

Coolbe, as a commercial agent of Merchant, acts in Merchant’s name and at Merchant’s expense. Coolbe does not act as a commercial agent for a customer.

1.3. Customer’s payment obligation to Merchant shall be deemed as performed upon receipt of customer’s payment by Coolbe (or its payment services provider, as applicable), and Coolbe (via its payment services provider, as applicable) is responsible for remitting the funds to Merchants in the manner described in Coolbe’s and Merchant’s agreement with payment services provider. If Coolbe (via payment services provider) does not remit any such amounts to Merchant, Merchant will have recourse only against Coolbe (its payment services provider, as applicable) and not the customer directly.

1.4. Notwithstanding the above mentioned in clause 1.2, Coolbe has no control over the quality, safety, morality or legality of any aspect of Items, the truth or accuracy of the listings, the ability of Merchants to sell Items or the ability of customers to pay for Items.

Coolbe reserves the right to refuse Merchant’s application in the following cases:

• Absence of registration documents requested by Coolbe. To be admitted to the Site the Merchant shall be a legal entity or an entrepreneur properly registered under the applicable law and shall be properly registered for VAT purposes in the country of its principal place of business and/or, where applicable and required, in the country of destination (i.e. the country of customer’s residence).
• Merchant’s product listing contains products either generally prohibited on Coolbe or prohibited and/or restricted for sale through the Site in the country of destination (i.e., the country from which the product can be ordered by the user) and/or in the Merchant’s country. Please also refer to paragraph 3.
• Merchant has low ratings on other marketplaces (e-commerce platforms) or is not present on them at all.
• There are bad references from trusted sources.

2. Merchant’s Eligibility and Obligations

2.1. Merchants’ registration on the Site is available only to legal entities duly established under the applicable law. Your status of the legal entity requires you to ensure that your activity on the Site and your products are fully compliant with the legislation applicable to the consumer (including, but not limited to the provision of mandatory information about you and your product to consumers and ensuring consumers’ rights). By entering into the Agreement, you represent and warrant that all information provided by you or any other information which may be provided in the future is full, accurate and up to date and you are duly authorized to sell your Items through the Site in accordance with the requirements of this Agreement. Coolbe may refuse to provide an access to the Site to any entrepreneur or entity and change the Merchant’s eligibility criteria at any time upon its discretion.

2.2. You undertake to comply with all applicable laws and regulations regarding online sale, advertising (by offering Items you therefore advertise them on the Site) and any restrictions which apply to you and your activity on the Site. You hereby agree that you are fully responsible for any breach of such obligation (as well as any other obligation under or in connection with this Agreement) including the responsibility for any losses and damages, that may be caused by such breach (including those arising from the claims of the third parties). You undertake to observe all Coolbe’s policies as stated in the Agreement and any other rules, policies and procedures that may be published from time to time on the Site by Coolbe, each of which may be updated by Coolbe from time to time without notice to you.

2.3. You act as a seller of your products offered on the Site in terms of consumer protection legislation applicable to the customer and remain solely and fully responsible for specifying in the product cards all mandatory information related to its product (including the information required to be provided to the consumer before it is bound by a distance contract as required by Directive 2011/83/EU of the European Parliament and of the Council of 25 October 2011 on consumer rights). In particular, you are obliged to provide in product card information about the existence and the conditions of after sale customer assistance, after-sales services and legal and commercial guarantees. For the above purposes, you must specify in your account on the Site valid and actual contact details that will be shown in products cards and guarantee that customers may contact you via such credentials to receive information about your products, address to you their claims or for any other matters within the scope of consumer protection.

2.4. In case you specify in product cards any features or labels, or your product description contains any claims (for example, related to the content of the product (‘free of X ingredients’ or ‘approved by X number of customers’), you guarantee that any such feature, claim or label are true and correct.

2.5. You are solely responsible for maintaining security of any means of authentication with respect to your account with Coolbe, be it login, password, second factor (if any), secrets, tokens etc. You agree to immediately notify Coolbe of any unauthorized use of such means or any breach of security. You also agree that Coolbe cannot and will not be liable for any loss or damage arising from your failure to keep your means of authentication secure and will hold Coolbe harmless for any loss suffered by Coolbe in connection with such event. You undertake not to provide your means of authentication to any other party other than Coolbe without Coolbe’s express written permission.

2.6. You shall keep your account information up-to-date and accurate, including a valid email addresses and correct bank account and any other payment details. To be able to sell Items on Coolbe you shall provide and maintain valid payment information. If you do not comply with the aforementioned provisions, you assume all responsibility for losses, caused by such failure to comply.

2.7. You have no right to transfer or sell your Coolbe Merchant account and username to another party. In case you have to accept any other terms or policies on the Site or take other actions bounding you by any obligations, acceptance of any such documents or changes on your behalf by your representative to whom you provided access to the Site, your account on the Site and to any other features shall be considered as actions on your behalf by your authorised representative.

2.8. Coolbe’s services are not available to Merchants with temporarily or indefinitely suspended accounts. Coolbe reserves the right to refuse service to anyone, for any reason, at any time. Products that do not comply with Coolbe’s policies will be deleted from the Site. Merchants with repeated instances of noncompliance may have their accounts removed, access to the Merchant Dashboard revoked, and/or transactions cancelled.

3. Prohibited Items

3.1. Every Merchant is responsible for observing applicable laws and regulations, Coolbe’s policies and procedures, shipping restrictions and any other restrictions applicable to the items and the selling process, including, but not limited to all applicable local regulations and standards regarding marking of products and any other labelling required by the law where such requirements are applicable. By offering your products on the Site, you confirm that such products are fully compliant with any applicable regulations of the country of origin, the county of destination and any other applicable legislation, including certification and labelling requirements and safety standards.

3.2. There are some types of Items that we don’t allow on the Site, even if they are legal and otherwise meet Coolbe’s selling criteria. The following types of Items shall not be listed on Coolbe:

• Certain animal and plant species (such as exotic animals).
• Counterfeits.
• Goods coming from outside the EEA that have not been introduced in the EEA with the owner of the IP right or with its consent.
• Cultural heritage.
• Drugs and illegal substances.
• Firearms, explosives and ammunition.
• Human cells, genes, organs and body parts.
• All medicines (or other medical products).
• Orthopedic products and prosthesis.
• Products that incite violence, fostered racial, ethnic or religious hatred, or advocated discrimination against any group.
• Radioactive material, flammable material, combustible, corrosive and explosive materials.
• Stamps in current use.
• Tobacco in general (including electronic cigarettes and hand rolling).
• Alcohol and drinks.
• Products without certificates or licenses which are mandatory for such types of products according to the applicable laws of the country of origin and/or country of destination.
• Goods that do not comply with general or specific advertising or labelling rules applicable in the country of origin and/or the country of destination.

3.3. Please note that Coolbe serves an audience that may include children as young as 13 years of age. Products that may be inappropriate for children to view or buy are therefore not appropriate for Coolbe.

3.4. Products listed in paragraph 3.2 and other illegal products or products that do not comply with requirements of the country of destination (i.e. user’s country) will be removed from the Site without any prior notification, and the Merchant’s selling privileges may be suspended and/or terminated.

4. Trade Control Laws

4.1. You must comply with all applicable laws when selling Items on the Site to the users from all the territories and regions (within the European Union, CIS countries, UK, USA, Asia). You are responsible for determining all applicable trade control, customs and tax laws, obtaining any required government authorizations, and are liable for any penalties resulting from non-compliance.

5. Economic Sanctions Laws

5.1. Economic sanctions laws in the European Union, the United States and a number of other countries prohibit or restrict unlicensed transactions with various parties (i.e., individuals, entities, government regimes) for example because they are identified as engaging in terrorism, narcotics trafficking, weapons proliferation and/or other activities that threaten those countries’ national security, foreign policies or economies or (and again for example), because they are resident in certain countries or have a connection to those countries (“Denied Parties”). Various government agencies publish lists, or descriptions, of such parties (“Denied Parties Lists”). In addition, many countries maintain trade sanctions and embargo programs against specific countries (“Sanctioned Countries”), such that unauthorized transactions involving these Sanctioned Countries or parties who are resident in those countries or have a connection to those countries are prohibited or restricted.

In order to comply with these and other legal requirements, it is Coolbe general policy that Items imported from or originating in the following countries and regions may not be sold on Coolbe:

• Cuba
• Iran
• North Korea
• Syria
• Sudan
• Crimea Region
• Luhansk Region
• Donetsk Region
• Kherson Region
• Zaporizhzhia region
• Any other country or region notified to Merchants by Coolbe from time to time.

No shipments or sales to parties in any of these countries may be conducted through Coolbe.

Accounts may not be opened or affiliated with a country or region that Coolbe does not support.

5.2. Additionally, Merchants must not do business with or otherwise engage in or facilitate transactions involving parties, services, and/or goods that are subject to sanctions or other applicable trade control restrictions. This includes, but is not limited to Denied Parties, parties that are owned or controlled by Denied Parties and also parties who are resident in or connected with any country or region if any economic sanctions law that applies to Coolbe, a Merchant or to any Buyer if and to the extent that such laws prohibit the applicable transaction.

5.3. You must ascertain and comply with any sanctions compliance requirements that apply to your transactions, including any updates to any laws that apply to Coolbe, a Merchant or to any Buyer and must indemnify Coolbe against any claim resulting from any breach by you of any sanctions law or and breach by you of this clause 5. Non-compliance with sanctions laws and regulations can result in significant civil and/or criminal monetary penalties, as well as possible imprisonment, seizure of goods, and/or a ban from conducting business.

6. Fees, Payments, Delivery and Returns

6.1. Joining and setting up a shop on Coolbe is free, unless Coolbe notifies otherwise. Coolbe’s commission for the commercial agent’s services under this Agreement depends on the Item’s category and is provided in Coolbe Help Center for Merchants (Coolbe Help Center) available at https://merchant-help.joom.com/hc/zh-cn. The commission will be adjusted considering sales, promotions, special deals as well as such sales and actions which may take place in accordance with clause 6.9 of this Agreement. Unless otherwise stated, all prices and fees are quoted in US Dollars (USD). Coolbe reserves the right to determine a new applicable commission at any time upon its discretion.

6.2. Coolbe does not provide payment services. Coolbe is entitled to determine payment services providers who will take all necessary actions for payment, acceptance, acquiring, processing and servicing of payments associated with transactions between Merchant and customer (“Payments service provider” or “PSP”). Coolbe reserves the right to designate any number of PSPs.

6.3. Coolbe supports business relations only with Merchants that use the payments services of PSP(s), designated by Coolbe. Merchant is responsible for performance of its obligations arising out of legal and business relations between Coolbe, Merchant and PSP, including paying all fees and providing all documents and information required by PSP. PSP shall hold the funds on behalf of Merchants and shall be responsible for provision of other payment services (remittance, withdrawal, etc.) in accordance with the agreements concluded by Merchant with PSP.

6.4. Merchant hereby authorizes Coolbe to:

6.4.1. Collect, process and disclose to PSP in connection with PSP payment services all necessary information on Merchant, its transactions that have been concluded on the Site with customers.

6.4.2. Open accounts for the purpose of providing payment services by PSP to Merchant and send instructions to PSP to deduct the funds in these accounts to repay the amounts owed by Merchant to Coolbe under this Agreement and credit any amount into such account as determined by Coolbe in accordance with this Agreement.

6.4.3. Instruct PSP to freeze, unfreeze, credit, remit or debit the Merchant’s account with PSP. The amount of the funds subject to freeze (minimal security deposit) shall be set in the relevant section of Coolbe Help Center’s information. In any case the withdrawal is available only after a safety clearance period of maximum 75 days and only in the amount available to you.

6.4.4. Issue invoices on behalf of Merchant for the sale of Items on the Site, taking into consideration necessary deductions of fees, compensation and remuneration owed to Coolbe and its engaged service providers.

6.5. Merchant may withdraw the authorization given under clauses 6.4.1.-6.4.3 of this Agreement by giving seven days’ prior written notice to Coolbe and PSP. The withdrawal of authorization shall be deemed effective upon expiration of the notice period stipulated in this clause and shall not have retroactive effect, i.e. it shall not apply to the transaction and/or activities of the Merchant and/or Coolbe and/or PSP occurred prior to the expiration of the notice period set out in this clause.

6.6. Merchant shall ensure that account balance with PSP has sufficient balance for payments of funds owed to Coolbe. You are responsible for paying all fees and applicable taxes associated with using the Site and selling Items on the Site.

6.7. Merchants are required to list prices for Items they sell through the Site and to provide Coolbe with a shipping price (including the return shipping costs in case the customer expresses its wish to return the item within any period from the order date until 14 calendar days followed after the date of the item’s receipt or under the guarantee). A return label is enclosed in each parcel sent for potential return of the goods in case the customer requests so. Coolbe may also provide Merchants with a solution for the return shipping labels’ generation.

6.8. Coolbe reserves the right to:

6.8.1. Set or adjust the final prices of Items and determine the shipping costs displayed to users.

6.8.2. Initiate sales, promotions, special deals in relation to Items offered by Merchants on the Site.

Provisions of clauses 6.8.1 and 6.8.2 do not affect the amount or percentage Coolbe has agreed to pay to Merchant for Items sold by such Merchant (provided in clause 6.1. above).

6.9. Sales, promotions, special deals initiated by Merchant on the Site are subject to a prior written approval by Coolbe and shall be made in compliance with the applicable law and the laws and regulations of the Merchant’s place of business. Coolbe and Merchant may agree on other sales, promotions, special deals in relation to Items offered by Merchants.

6.10. Unless otherwise informed by Coolbe, the default payment period for Merchants is 60 calendar days since the shipment date, confirmed by the data of the tracking number. For the items with selling price 5 USD or more international tracking number format shall be used. Coolbe intends to provide necessary information to PSP for the pay-out to Merchant not later than 30 calendar days from the shipment date. 

Coolbe will pay Merchants for their completed transactions 2 times a month. This payment will be a net amount: Merchant’s items’ prices less Coolbe’s commission, any refund and compensations that are due to customers and/or Coolbe. In the event Coolbe introduces a new service, the fees for that service (added to a commission defined in 6.1.) are effective from its launch date and will be charged from amounts payable. Minimum payment amount is 200 USD. Transactions that cannot be confirmed as delivered may be ineligible for payment.

Please note: if there is a case of your non-compliance or the risk of non-compliance by you with any provisions of this Agreement, any other conditions, policies and platform rules of the Site, including such you improper performance or non-performance of this Agreement that resulted in the obligation of Coolbe to proceed with chargeback for customers in accordance with Coolbe’s rules for customer or applicable payment provider terms and policies, Coolbe reserves the right to withhold payments to the merchant either for a certain period of time or permanently (to compensate losses of Coolbe, its affiliated companies or third parties involved by Coolbe) without any prior notice. In such case, Coolbe may (but is not obliged) request from you evidence of the proper performance of the Agreement.

Coolbe utilizes Hyperwallet as payment services to deliver payments to Merchants collected via selected payment methods/options. Such payment services are subject to the Hyperwallet Terms of Service and the Hyperwallet Privacy Policy https://pay.hyperwallet.com/hw2web/consumer/page/legalAgreement.xhtml.

6.11. Ordered Items shall be shipped by Merchants to customers at the Merchant’s expense within 4 business days after payment receipt date by Coolbe’s PSP.

6.12. Any return of the item that shall be free of charge in accordance with a guarantee as determined in Coolbe’s policies and the guarantee provided by the applicable customer’s legislation must be free of charge for the customer and shall be done at the Merchant’s expense. In other cases, returns shall be made at the expense of the customer. All Items may be returned except for those Items which cannot be returned under the applicable laws and regulations of the country of destination. Merchant is obliged to indicate a full information with all necessary details for a return shipping and is liable for any losses caused by failure to meet these requirements.

Coolbe reserves the right to transfer products returned by customers to a third party chosen by Coolbe for utilization or further realization by such third party on any other platform apart from Coolbe’s one. In this case, Coolbe will act as your agent solely for the purpose of choosing and appointing such third party, while you agree that the title for the products will be transferred directly from you to such third party, and you will remain solely responsible and liable toward such third party and any its customers for any obligations related to the legality of the products, their compliance with any applicable legislation, presence or absence of any documents required, etc.

6.13. Non-delivery Insurance:

In case of non-delivery (within the term for delivery provided by or determined in accordance with the Coolbe Terms and Conditions for users) or damage of the items shipped via Joom Logistics by RM method (as RM method defined in the Joom Logistics Shipment & Delivery Terms available at https://merchant.coolbe.gr/coolbe/jl-terms/ and in the platform rules), Coolbe may take a decision on the compensation of such non-delivery or damage of the items to the Merchant. Details of such compensation, maximum amounts payable to Merchants and other details applicable are specified in the Merchant Help Center and the Joom Logistics Shipment & Delivery Terms.

6.14. In the event Coolbe introduces a new service, the fees for that service (added to a commission defined in 6.1.) are effective from its launch date.

7. Listing and Selling

7.1. By listing an item on the Site, you warrant that you and all aspects of the item comply with Coolbe’s published policies (regarding IP rights protection, guarantees, personal data protection, advertising, etc.). You also warrant that you are legally authorized to sell the item. You must accurately describe your item and all terms of sale on your Coolbe account page. Your listings may only include reliable text descriptions, graphics, pictures and other contents relevant to the sale of that item. All Items must be listed with appropriate and truthful tags. Each listing must accurately and completely describe Item(s) for sale in that listing. If the “in stock” quantity is more than one, all Items in that listing must be identical.

7.2. All sales made via the Site are binding for Merchants. The merchant is obligated to ship the order or otherwise complete the transaction with the customer in a prompt manner, unless there is an exceptional circumstance, such as: the transaction cannot be completed due to laws, regulations, policies, natural disasters, wars, strikes and other unforeseen factors. The cost and losses arising from not completing orders in time shall be undertaken by Merchant.

7.3. Merchant hereby agrees that by listing items on the Site it warrants that:

7.3.1. It has ownership of each such listed item at the moment of the conclusion of the contract for the sale of the item with a customer.

7.3.2. Any item that is stored in a warehouse or a fulfillment center and/or by any other third party involved by the Merchant (regardless to the purpose of any such warehouse facility and/or third-party involvement – whether it is importation, storage and delivery, and regardless of where such warehouse, fulfilment center and/or third party is located) is in the Merchant’s ownership at the moment of conclusion of the contract for the sale of such item with a customer, and the Merchant is a lawful owner of such item at the moment of conclusion of the contract with a customer.

7.3.3. Any item that is stored in a warehouse or a fulfillment center and/or by any other third party involved by the Merchant is transferred to such place and/or such third party in full compliance with any applicable laws and regulations of the country of origin, the country of destination and transit countries. Such applicable laws and regulations include inter alia customs and tax laws and regulations. All applicable customs duties, taxes and other mandatory payments related to such items and their transfer to a warehouse or a fulfillment center and/or to any other third party are paid fully and promptly, items are declared properly and all other requirements to their sale and transitions are fully observed. Merchant hereby agrees to indemnify Coolbe and to hold Coolbe as well as Coolbe’s parent company, subsidiaries, affiliates, officers, directors, agents, and employees completely harmless from any claims made by any third parties, including government authorities, against Coolbe and/or Coolbe’s related parties mentioned in this clause relating to, or arising from, any breach of the above warranties or obligations arising therefrom.

8. Prohibited, Questionable and Infringing Items and Activities

8.1. You are solely responsible and liable for your conduct and activities on the Site/or with regard to Coolbe and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, Items, and links (together, “Content”) that you submit, post, and display on Coolbe.

8.2. Restricted Activities:

Your Content and your use of the Site:

• Must not be false, inaccurate or misleading.
• Must not be fraudulent or involve the sale of illegal, counterfeit or stolen Items.
• Must not infringe any third-party’s copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy.
• Must not breach this Agreement, any Site policy or community guidelines, or any applicable law or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising).
• Must not contain Items that have been identified as hazardous to consumers.
• Must not be defamatory, libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including Coolbe staff or other users), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device.
• Must not modify, adapt or hack Coolbe or modify another website so as to falsely imply that it is associated with Coolbe.
• Must not solicit business for, direct sales to, or promote any website, service, or entity outside Coolbe.
• Must not violate this Agreement, any rules and/or policies of the Site or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising).

8.3. Furthermore, you must not list any item on the Site (or conclude any transaction that was initiated using Coolbe’s service) that, by paying to Coolbe a commission fee, could cause Coolbe to violate any applicable law, statute, ordinance or regulation, or that violates the applicable Terms of Use. Coolbe has the right to freeze the account temporarily or permanently and to refund any losses with your frozen capital.

8.4. Merchant authorizes Coolbe as an agent of Merchant to assist Merchant in handling and resolving customer’s claims and complaints that relate to refunds and guarantee in accordance with the policies set by Coolbe and/or PSP. For this purpose, Merchants shall be obliged to reply to Coolbe’s support agents and provide any necessary information that may be important for the case within 48 hours, but in any case not later than within 5 calendar days.

You agree that Coolbe may at its initiative according to Coolbe’s policies and at your expense proceed with refunds to customers in case your product or activity violates any legislation applicable to the customer or Coolbe's terms and policies even without receipt of any customer’s claim.

All the payments owed to Merchant shall be made by deducting or withholding the amounts of refund, compensation and other fees determined by Coolbe. Merchants should agree to our decision on refunds made in compliance with the Coolbe’s terms and policies and legislation applicable to the customer. Coolbe will notify you of the result and reserve the right of final explanation.

Coolbe may decide to implement a policy that allows Coolbe to withhold payment or other due payments according to this Agreement. If Coolbe has reasonable doubts to believe that any actions or behaviors of the Merchant may cause disputes, and/or may lead to fees, penalties or customers’ claims, Coolbe has rights to take necessary measures to postpone payments to the Merchant and/or withhold amount payable or other due payments according to this Agreement, until all investigations of those actions and behaviors have completed.

8.5. You agree that Coolbe has no obligations to keep information, update information, or send you the latest information in the case of suspending or ceasing your account.

8.6. Without limiting Coolbe’s remedies for any violation of any provision above (or any other provision in any other agreement between you and Coolbe), if Coolbe (in its sole discretion) determines that you violate any of the above provisions, Coolbe may, temporarily or permanently, freeze your account (including, without limitation, any amounts therein and any payment to you therefrom) or suspend any payments due.

8.7. You agree to fully indemnify and hold Coolbe harmless for any losses, damages, costs, expenses (including legal fees) and liabilities which Coolbe may incur in  connection with any suit, claim, proceeding or complaint caused by Merchant’s infringement of any third-party’s copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy as well as any violation of Coolbe Intellectual Property Policy for Merchants. Coolbe reserves the right to use any other remedy available under this Agreement or the applicable law in case of violation of third-party rights caused by the third-party rights’ infringement by the Merchant.

9. Content

9.1. Coolbe does not claim ownership rights in your Content. You grant Coolbe a license solely to enable Coolbe to use any information or Content you supply Coolbe with, so that Coolbe is not violating any rights you might have in that Content. You grant Coolbe a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right (with the right to authorize sublicensing) to exercise the copyright, publicity, and database rights you have in the Content, in any media now known or not currently known, with respect to your Content. You agree to allow Coolbe to store or re-format your Content on Coolbe and display your Content on Coolbe in any way as Coolbe chooses.

9.2. By posting Content on Coolbe, it is possible for an outside website or a third party to re-post that Content. You agree to hold Coolbe harmless from any dispute concerning this use.

10. Dispute Resolution and Exemption Clause

10.1. In the event a dispute arises between you and Coolbe, please contact Coolbe.

10.2. Any dispute arising from or in connection with the subject matter of this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales. Use of the Site is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section.

10.3. Should you have a dispute with one or more users, or any third party, you release Coolbe (and its officers, directors, agents, subsidiaries, joint ventures and employees) from any and all 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 with such disputes.

10.4. Coolbe, for the benefit of Merchants and at its sole discretion, may take reasonable efforts to help Merchants to resolve disputes. For avoidance of any doubts, Coolbe has no obligation to resolve disputes between Merchants and users or between Merchants and outside parties. To the extent that Coolbe attempts to resolve a dispute, Coolbe will do so in good faith and in accordance with Coolbe’s policies. Coolbe has no power and will not make judgments regarding legal issues or claims.

11. Coolbe’s Intellectual Property

11.1. Coolbe, and other Coolbe graphics, logos, designs, button icons, scripts, and service names are registered trademarks of SIA Joom. Coolbe’s trademarks may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service in any manner that is likely to cause confusion.

12. Breach

12.1. Without limitation to any other remedies, Coolbe may unilaterally decide, without notice, and without refunding any fees, delay or immediately remove Content, warn Coolbe’s community of a Merchant’s actions, issue a warning to a Merchant, temporarily suspend the Merchant’s account, temporarily or indefinitely suspend the Merchant, Merchant’s account privileges, terminate a Merchant’s account, prohibit access to the Site, and/or take technical and legal measures to keep a Merchant off the Site and refuse to provide services to a Merchant if any of the following applies:

• Investigation of Merchant’s actions on the Site.
• Breach by the Merchant of this Agreement, the Privacy Policy or other policies, rules and community guidelines incorporated herein.
• Coolbe is unable to verify or authenticate any of Merchant’s personal information or Content.
• or Coolbe believes that a Merchant is acting inconsistently with the letter or spirit of Coolbe’s policies, has engaged in improper or fraudulent activity in connection with Coolbe or Merchant’s actions may cause legal liability or financial loss to Coolbe’s Merchants or to Coolbe.

13. Privacy

13.1. Coolbe is the data controller with respect to any Coolbe user data collected through our Services.

13.2. The Merchant acts as a data controller with respect to the user data in connection with performance of sale contracts concluded with such users. As such, it is bound by privacy protection principles, including:

13.2.1. Lawfulness, fairness and transparency. Establish a valid legal basis for processing personal data, process data fair and in a manner transparent to the data subject.

13.2.2. Purpose limitation. The Merchant shall process the personal data solely and exclusively for the purpose of performing the sales contract that such data was obtained in connection with.

13.2.3. Data minimization. The Merchant shall ensure that the personal data is adequate, relevant and limited to what is necessary in relation to the purpose of processing. It shall not access, download, share or otherwise process data “just in case” or otherwise without a legitimate reason or in a manner proportionate to the purpose of processing.

13.2.4. Accuracy. The Merchant shall ensure that the data it processes / uses is accurate, including, but not limited to, sending parcels to the correct address, avoiding mixups between datasets and/or data entries.

13.2.5. Storage limitation. The Merchant shall retain the personal data for no longer than necessary for the purpose(s) for which it is processed.

13.2.6. Security of processing. The Merchant shall implement appropriate technical and organisational measures to ensure the security of the personal data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access. Merchant shall ensure security of data, at least the implementation of Coolbe Merchant Security Requirements.

13.3. Merchant shall at all times comply with the applicable legislation, including but not limited to, the EU General Data Protection Regulation.

14. No Warranty

14.1. Coolbe, Coolbe’s subsidiaries, officers, directors, employees, and Coolbe’s suppliers provide Coolbe’s website and services “as is” and without any expressed, implying or statutory warranty or condition. Coolbe, Coolbe’s subsidiaries, officers, directors, employees and Coolbe’s suppliers specifically disclaim any implied warranties of title, merchantability, performance, fitness for a particular purpose and non-infringement. In addition, no advice or information (oral or written) obtained by you from Coolbe shall create any warranty.

15. Liability Limit

15.1. In no event shall Coolbe, and (as applicable) Coolbe’s subsidiaries, officers, directors, employees or Coolbe’s suppliers be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use of the Site, Coolbe’s services, or this Agreement, including but without limitation, lost profits, bodily injury, emotional distress, or any special, incidental or consequential damages.

15.2. Coolbe’s liability, and (as applicable) the liability of Coolbe’s subsidiaries, officers, directors, employees, and suppliers, to you or any third parties in any circumstance are limited to the greater of (a) the amount of fees you pay to Coolbe in the 12 months prior to the action giving rise to liability, and (b) USD 100.

16. Indemnity

16.1. You agree to indemnify and hold Coolbe and (as applicable) Coolbe’s parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of:

• Your breach of this Agreement or the documents incorporated by reference, or your violation or violation by your products of any applicable law or the rights of a third party.
• Your breach of agreements with PSP.
• Revocation of authorizations given to Coolbe under this Agreement or agreements with PSP.

17. No Guarantee

17.1. Coolbe does not guarantee usable, timely, secure, correct, continuous, uninterrupted access to the Site, and operation of the Site may be interfered with by numerous factors outside Coolbe’s control. Coolbe is not responsible for any services breaking down, including (but without limitation) system corruption or other situations that may affect receiving, processing, testing, completion or settlement of transaction.

18. Legal Compliance. Taxes

18.1. You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site and any Coolbe service and, if applicable, your listing, solicitation of offers to purchase, and sale of items. You hereby also agree and undertake to comply with all applicable laws and regulations of the country of customer’s residence, including, but not limited to, all applicable consumer protection regulations and restrictions.

In addition, you shall be responsible for paying any and all taxes applicable to any sales of Items you make on the Site (excluding any taxes on Coolbe’s net income) and for which you are responsible for accounting and payment. Please note that you may be required to register for the tax purposes in other country in accordance with effective legislation and regulations of such country. If this is the case, you undertake to comply with all applicable requirements of such another country and are fully responsible for such compliance, including any consequences for any breach resulted from non-compliance with the applicable laws and regulations. If Coolbe is held liable for your non-compliance with such requirements (i.e. for non-registration for VAT purposes in the customer’s country and/or for non-payment of any applicable taxes), you agree to release Coolbe from any and all claims, liability, costs, damages or other obligations arising out of your breach of the applicable laws and regulations and agree to compensate Coolbe any costs, fees and penalties immediately upon receipt of such request from Coolbe. Coolbe hereby reserves the right to charge any such costs, fees and penalties from the amounts payable to you for the Items sold on the Site in accordance with this agreement.

18.2. In an effort to remain compliant with respective consumer and tax legislations, we strongly encourage our Merchants to maintain good standing with respect to customs duties and value added taxes, where applicable.

18.3. Merchants shall take any measures required by the applicable legislation in order to comply with the EU and UK VAT rules effective as of 1 July 2021 and as of 1 January 2021 respectively, as well as with any other VAT rules that may apply to the sales of merchants in the country of destination. The mentioned legislation consists, inter alia, of Council Directive 2006/112/EC of 28 November 2006 on the common system of value added tax, Council Directive (EU) 2017/2455 of 5 December 2017 amending Directive 2006/112/EC and Directive 2009/132/EC as regards certain value added tax obligations for supplies of services and distance sales of goods, Council Implementing Regulation (EU) 2017/2459 of 5 December 2017 amending Implementing Regulation (EU) No 282/2011 laying down implementing measures for Directive 2006/112/EC on the common system of value added tax, Council Directive (EU) 2019/1995 of 21 November 2019 amending Directive 2006/112/EC as regards provisions relating to distance sales of goods and certain domestic supplies of goods, Council Implementing Regulation (EU) 2019/2026 of 21 November 2019 amending Implementing Regulation (EU) No 282/2011 as regards supplies of goods or services facilitated by electronic interfaces and the special schemes for taxable persons supplying services to non-taxable persons, making distance sales of goods and certain domestic supplies of goods (“VAT rules”).

To ensure the correct application of the new VAT rules, the Merchant agrees to be bound by the following obligations:

• Merchant shall provide Coolbe with full and valid information that may be required or requested by Coolbe in order to comply with the VAT rules (i.e. full, valid and up-to-date information on the location of goods at the point of sale, information on the ownership over the items stored in the territory of the EU at the point of sale or in the territory of such other country VAT rules of which may apply, etc.).
• Merchant shall ensure its compliance with the invoicing requirements of the country of its tax residence and the country of destination (i.e. user’s country) with regard to the sales for which the Merchant is obliged to account for VAT and shall ensure it does not issue invoices for sales for which it is Coolbe’s obligation to account for VAT.
• Merchant shall ensure that the value of items in one package (merchant's parcel) does not equal or exceed EUR 150 (for the EU countries) and GBP 135 (for the UK). Other limits (if any) that may be provided by the applicable legislation of other countries shall also be strictly observed.
• In case the Merchant becomes aware of the Coolbe's VAT identification number ("VAT number"), the Merchant shall ensure that it uses the VAT number only for the items (parcels with items) sold via the Site and only in cases when Coolbe is obliged to account for VAT. Merchant shall also take all reasonable actions and introduce all necessary measures in order to ensure confidentiality of the VAT number. If Merchant transmits the VAT number to any third parties, including its affiliated parties or logistics providers, Merchant shall ensure that there is an agreement between the Merchant and such affiliated or third party (parties) on confidentiality, non-disclosure and correct use of the VAT number.
• In case the Merchant disclose the VAT number, whether intentionally or not, it shall notify Coolbe immediately and take all possible actions in order to cease unauthorized use of the VAT number.
• In case of any investigation of unauthorized use of the VAT number, the Merchant shall actively and timely cooperate with Coolbe in order to investigate such unauthorized use and any other related circumstances. In particular, the Merchant agrees to provide Coolbe with any documents and information that may be related to the use and transmission of the VAT number.
• In case the Merchant uses any of the VAT numbers in breach of this Agreement, allows to use or does not take reasonable and necessary measures in order to preclude the use of any of the VAT numbers by any unauthorized person/third party, the Merchant shall compensate Coolbe or any its affiliated party upon Coolbe's request with any losses incurred by Coolbe as the result of such unauthorized use (including, but not limited to, the amount of overpayment of VAT that resulted from the unauthorized use of any of the VAT numbers) as well as reasonable associated documented legal fees. Any such losses and expenses shall be paid to Coolbe not later than within 30 calendar days from the moment of receipt of Coolbe's request.
• Merchant shall comply with any other rules specified in the Merchant Help Center related to the compliance of Coolbe and the Merchant with the VAT rules.

Coolbe cannot be held liable for any actions or omissions of the Merchant resulted in non-compliance with any applicable VAT legislation, including the EU, UK and other countries’ VAT rules.

18.4. You hereby confirm that you have a valid registration and fulfill participation obligations under the Extended Producer Liability laws of the EU countries (France, Germany, Austria and other applicable legislations) (“EPR”) regarding the goods/packaging offered or listed by you on the Site and that you will upload the relevant confirmation of registrations and participations to your Coolbe account as soon as it is required by Coolbe. You undertake to fully indemnify Coolbe against any financial claims, damages or losses resulting from the fact that the registration and participation obligations under EPRs regarding the goods/ packaging offered or listed by you on the Site have not been fulfilled or have not been fulfilled properly. Coolbe reserves the right to withhold any amount of losses, damages or penalties incurred due to the breach of obligations referred to in this clause from the funds that are due to you for the products sold on the Site.

19. Severability

19.1. If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect.

20. No Partnership, No Commission Agreement

20.1. Merchants have no right to represent Coolbe to make or accept any offers or acceptance on behalf of Coolbe. Merchants cannot make any statements at any circumstance that may cause conflict with these Terms of Service. This Agreement does not establish an exclusive partnership between Merchants and Coolbe.

20.2. This Agreement shall not be considered the commercial commission agreement and/or the commission agreement. This Agreement does not establish relations between Coolbe as the commission agent and the Merchant as the commitment.

21. Modification and Termination of Coolbe Service

21.1. Coolbe reserves the right to modify or terminate the Coolbe service for any reason, without notice, at any time (including but not limited to the cases when Merchant’s and PSP’s agreement is terminated or Merchant’s account with PSP is closed). Coolbe reserves the right to alter these Terms of Service or other Site policies at any time, so please review the policies frequently. If Coolbe makes a material change Coolbe will notify you here, by email, by means of a notice on our home page, or other places Coolbe deems appropriate. What constitutes a “material change” will be determined at Coolbe’s sole discretion, in good faith, and using common sense and reasonable judgment.

22. Choice of Law

22.1. This Agreement shall in all respects be interpreted and governed by the laws of England and Wales.

23. Survival

23.1. Sections 6 (Fees, Payments and Delivery), 9 (Content), 10 (Resolution of Disputes and Exemption Clause), 11 (Coolbe’s Intellectual Property), 12 (Breach), 13 (Privacy), 14 (No Warranty), 15 (Liability Limit), 16 (Indemnity), 17 (No Guarantee), 18 (Legal Compliance. Taxes), 19 (Severability), 21 (Modification and Termination of Coolbe Service), 22 (Choice of Law) shall survive any termination or expiration of this Agreement.

24. Notices

24.1. Except as explicitly stated otherwise, any notices shall be given by postal mail to Coolbe: Gustava Zemgala st. 78, LV-1039, Riga, Latvia (in the case of Coolbe) or, in your case, to the email address you provide to Coolbe (either during the registration process or when your email address changes). Notice shall be deemed as proof of service 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, Coolbe may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Coolbe. In such case, notice shall be deemed as proof of service three days after the date of mailing.

25. Disclosures

25.1. The services hereunder are offered by SIA Joom, located at Gustava Zemgala st. 78, LV-1039, Riga, Latvia.

26. Confidentiality

26.1. This Agreement is strictly confidential, and its content shall not be disclosed to the third parties, except for PSP. Coolbe reserves the right to claim Merchant for all losses and damages caused by a disclosure of such information by Merchant to the third parties.

26.2. Documents and information provided by Merchant at the moment of registration on the Site, any further documents and information uploaded via https://merchant.coolbe.gr and the Merchant’s account on the Site or made available to Coolbe by any other means shall be regarded as confidential ones. However, Coolbe or its subsidiaries and affiliated parties have the right to disclose documents related to the Merchant and Merchant’s products (such as conformity documents that include, but not limited to certificates of conformity issued by authorized bodies and agencies and self-declaratory documents) and any other supporting documents upon request of authorized bodies and third parties if such request is lawful and reasonable and if such discloser is required for further execution of this contract. Such discloser does not require any prior permission of Merchant and can be made without any prior notification to Merchant.