MERCHANT AGREEMENT - SELLER ACOUNT

Welcome to BuyinPortugal.pt! This policy governs the use of our site by merchants who apply to make offers and complete transactions through our platform (for this policy, "you" or "Merchants"). This policy is part of a larger Terms of Use. Please read these Terms of Use carefully. They contain many important terms (including fees and payments, among others) and definitions used in this policy. If authorized to make offers through our platform, you agree to be bound by these Terms of Use.

Our goal is to provide only high-quality buying experiences through our platform. Please join us. We reserve the right to reject any marketplace participant whom we believe may not meet our standards. We may also reject any products that we determine are not a good fit for our marketplace. We may seek to verify your information and may work with third parties to do so.

PLEASE BE ADVISED:

a) Sellers are only companies with a valid VAT number.

b) Buyers are only companies from another countries. Portuguese companies can not use this e-marketplace as a buyer.

FEES FOR SELLER, ONLY COMPANIES:

REGISTRATION AND SELLER ACTIVATION

• _Micro-Company Internationalization (50 products): 1000 € + VAT
• _Small Company Internationalization (75 products): 1500 € + VAT
• _Media Company Internationalization (100 products): 20000 € + VAT
• _Big Company Internationalization (125 products): 2500 € + VAT

REFERAL FEE PERCENTAGE

• _Micro-Company Internationalization (50 products): 6% comission per sale
• _Small Company Internationalization (75 products): 6% comission per sale
• _Media Company Internationalization (100 products): 6% comission per sale
• _Big Company Internationalization (125 products): 6% comission per sale

1.  PROFILES

We want to help you look your best, but we don't want to have buyers disappointed by unfulfilled orders

Merchants:

•     will set up a profile that describes Merchant’s brand and overall offerings on the BuyinPortugal.pt platform;
•     will create or customize content for the offers that they wish to promote through the BuyinPortugal.pt platform;
•     may link their BuyinPortugal.pt platform accounts to their Facebook accounts;
•     will set their shops to be on vacation during periods where they will not be able to fulfill orders within the designated time frame.

Merchants will not:

•     make illegal use of photographs, written text or audiovisual materials;
•     infringe on another’s copyright, publicity or trademark rights;
•     use inappropriate, defamatory, libelous, obscene, profane, or racist language, images or videos in their profile.

Merchant names will accurately identify the seller and will not:

•     mislead the reader;
•     include or infringe on any party’s trademark or other intellectual property rights;
•     contain an email suffix such as .pt, .eu, .com, .net, .biz, etc.; or
•     contain recognizable elements of a phone number, such as +351 xxx xxx xxx.

 

Profile information and offer content will be visible to users on the BuyinPortugal.pt platform when a Merchant is approved by us.

 

2. OFFERS AND SALES

 . BINDING SALE

We want BuyinPortugal.pt to be a great place to shop and one that ensures payment arrives to merchants seamlessly.

All sales are binding. You will ship the order or otherwise complete the transaction with the buyer in a prompt manner, unless an exceptional circumstance prevents completion; for example, if the buyer fails to meet the terms of the Merchant's offer (such as payment method). The buyer is obligated to deliver appropriate payment for items purchased, unless an exceptional circumstance prevents it. Merchants should avoid the accidental sale of an item that is no longer in stock, but, if it occurs, merchants should issue a refund and communicate with the buyer promptly.

a. SHOP POLICIES

Since each shop sets its own policies, buyers need to know as clearly as possible your specific shipping, returns, and other policies. We also want to make sure all shops support each other by having fair policies for consumers that don't lead to bad shopping experiences at BuyinPortugal.pt generally.

 

You will:

•     outline your shop policies for your BuyinPortugal.pt shop on your shop policies page;
•     comply with your policies; and
•     be responsible for enforcing your own shop policies.

Your policies will:

•     include, for example, shipping, returns, payment and selling policies;
•     be reasonable and created in good faith; and
•     will comply with BuyinPortugal.pt's site-wide policies.

If your policies include a restocking fee, you will address the amount and nature of the restocking fee with specificity.

BuyinPortugal.pt may (x) require a Merchant to modify a shop policy, or (y) modify the Merchant shop policies and guidelines upon notice to the Merchant. If BuyinPortugal.pt believes that a Merchant’s profile page does not comply with any of our rules and guidelines, we will attempt to work with the Merchant to correct any non-compliance, but may suspend or terminate the Merchant’s account to protect the health of the marketplace.

b. SALES TAX

At least we’re not asking for the other of life’s certainties.

BuyinPortugal.pt enables Merchants to collect applicable taxes, and the Merchant will be ultimately responsible for paying any and all taxes applicable to any purchases or sales of products, including, without limitation, all applicable sales, VAT, use or other taxes, duties or governmental assessments (excluding any taxes on BuyinPortugal.pt’s net income).

c. FEE AVOIDANCE

Let’s work together to grow sales while keeping selling at BuyinPortugal.pt very affordable.

You will not engage in any activity to avoid any BuyinPortugal.pt fees ("fee avoidance"), including:

•     completing a transaction through means other than the BuyinPortugal.pt platform once such transaction has been initiated on the BuyinPortugal.pt platform,
•     pricing any item below its intended purchase price,
•     charging any fees that exceed reasonable shipping and handling fees to cover the costs of packaging, and mailing an item,
•     altering an item or its price to avoid fees,
•     diverting a purchase to another source,
•     misrepresenting an item's location, or
•     using another user's account, or sharing ownership or access to an account.

 

d. CROSS-BORDER TRADE

E-commerce

We want to make it easy to do business everywhere, and we may tailor some experiences by geography to assist that goal.

E-commerce is global commerce, and BuyinPortugal.pt seeks to connect buyers to interesting businesses that can provide the most compelling buying experiences within this global context. Since BuyinPortugal.pt operates online, and through tablet and mobile devices, our sites, services, applications, and tools are accessible to buyers and merchants around the world. We, therefore, may offer certain tailored experiences or assist cross-border trade through various programs, tools, third-party relationships, and technical advances, such as currency conversion calculations or translation services.

To help buyers find the offers available to them in their geography, Merchants will define where an item can be shipped, which will be an indication that promotion in that geography is desired and welcomed. While such exposure may or may not result in a sale, cross-border transactions should be fulfilled with equal care to setting and meeting expectations as transactions happening closer to your home geography. You are expected to meet the standards set by BuyinPortugal.pt, and the expectations described for buyers on shipping method and timeliness in the listings you submit. You may restrict international buyers from purchasing your items by excluding international shipping locations from your listings.

e. EXPORT COMPLIANCE

Selling internationally requires you to comply with rules and restrictions of the countries you which to ship.

You will:

•     comply with all applicable export laws, rules, and regulations, including, without limitation, those of the Portuguese Department of Commerce, Autoridade Tributária, or other Portuguese, or foreign agency or authority; and
•     not export, or allow the export or re-export of any products in violation of any such restrictions, laws or regulations;
•     cooperate with the buyer to obtain any necessary licenses or exemptions with respect to the export of any product to any location; and
•     at, BuyinPortugal.pt’s request, demonstrate compliance with all applicable laws and regulations prior to any shipment or delivery.

 

3.  FULFILLMENT

Merchants will be solely responsible for all customer purchase order fulfillment, shipping, returns, and recalls at the Merchant’s expense.

 . SHIPPING

                . GENERALLY

We want buyers to have a great experience from the time they get to BuyinPortugal.pt to the time your product arrives at their doorsteps.

Merchant will fulfill orders placed through the BuyinPortugal.pt platform to the intended recipient in a prompt manner equal to, or faster than orders placed from other sources and within the time period the Merchant specified at the time of the order. Merchants will set reasonable shipping costs for each item.

               i. PACKING LISTS

On packing lists, Merchant will not advertise or identify other channels for Merchant’s goods. For example, Merchant’s packing slip should not reference other marketplaces or direct sales from Merchant’s own website.

             ii. INTERNATIONAL SHIPPING

Surprise parties can be cool. Online shopping surprises? Not so much. If and where possible, shipping products Duty Paid avoids surprises. If you are unable to ship in this manner, please note in your shop policies that Duties are the responsibility of the buyer. You may point out that it's not something anyone should try to avoid. Legal surprises are the worst form of surprise party.

Where required, and unless otherwise specified by the Merchant, all shipments will be shipped Delivered Duty Paid to the customer’s designated address (or DDP, as defined in Incoterms 2013 and meaning that the Merchant is responsible for delivering products to the address of the intended recipient, and will pay all costs, including relevant import duties and taxes).

a. CREDITS AND PROMOTIONS

Promotions will not apply to shipping, unless you provide otherwise.

To the extent a customer applies any credit or promotion toward a purchase, such credit or coupon will be applied as defined within the terms of the particular credit or coupon. For example, promotions providing a discount on the price of an item will not also discount shipping costs, unless the coupon explicitly provides otherwise.

b. INVENTORY

Don’t tease your customers (or us). If it’s not in stock, let us know.

You will keep BuyinPortugal.pt apprised, via our platform, of all inventory levels and inventory changes. BuyinPortugal.pt expects Merchants to deliver products bought by buyers and will not tolerate the negative buying experience out of stock situations create.

c. CUSTOMER SERVICE

                . MERCHANT

We will try to help where we can, but we want to hand select shops that provide world-class customer service.

The Merchant will be solely responsible for all customer service issues at the Merchant's expense.

               i. BuyinPortugal.pt

BuyinPortugal.pt Merchants are responsible for creating positive buying experiences. However, BuyinPortugal.pt will use commercially reasonable efforts to assist Merchants in facilitating customer service needs. This assistance may include:

•     answering questions related to order tracking and making carrier claims of lost or damaged shipments,
•     processing returns to Merchants, including provision of return shipping labels to customers and initiation of the return in the BuyinPortugal.pt platform,
•     cancelling orders due to customer request or credit card issues,
•     referring any customer questions relating to a particular Merchant to that Merchant and re-issuing credits to customers as appropriate,
•     providing information to the customer that is available on the Merchant’s BuyinPortugal.pt public profile or in the customer’s order details.

BuyinPortugal.pt may decline to assist a Merchant in conjunction with certain customer service functions and cannot guarantee that it will answer, or resolve any or all customer service inquiries, issues or disputes.

 

4.  PRODUCTS

 .  PRODUCT SALES AND DESCRIPTIONS

We want to make sure buyers get what you described, so accuracy counts. We also want to make sure the product page is about the product and not a way to link to pictures of kittens. There are already lots of links to pictures of kittens online.

Merchants will use product descriptions and photographs that accurately describe the item for sale and are not created solely:

             0.  to share photographs or other information,

             1.  as an advertisement to drive traffic to another site, or

             2.  as a notice of sales or promotions, unless specifically authorized in advance by BuyinPortugal.pt.

Merchants will not price products on their shops (with or without shipping):

1.              at a higher price than the Merchant lists the product on (i) the Merchant’s own website, or (ii) any third-party website known to the Merchant without the express permission of BuyinPortugal.pt.
2.              with an artificially high price in order to keep it from selling.

If your listing indicates that more than one item is "in stock," all items in that listing will be identical and in equal condition. Each unique item will have its own listing. By listing an offer on the Site, you warrant that you and all aspects of the offer comply with BuyinPortugal.pt's published policies. You also warrant that you may legally make the offer.

a. BuyinPortugal.pt RIGHTS

BuyinPortugal.pt wants to help create great shopping experiences. We may use our expertise at no cost to you to tweak your titles or descriptions to help you sell more. We may prune some products altogether that we think detracts from the shopping experience at BuyinPortugal.pt. We want to make a better marketplace for all of our merchants and customers.

BuyinPortugal.pt reserves the right to edit titles and descriptions to enhance visibility in search engines and overall merchantability. BuyinPortugal.pt will attempt to notify the Merchant when such listings are adjusted. BuyinPortugal.pt may reject or remove listings of products that BuyinPortugal.pt determines are not a good fit for its marketplace, where the product violates the BuyinPortugal.pt Terms of Use, the law or where a product’s rights holder has notified us of infringement.

b. GROUPED ITEMS

Merchants may group items as a set into a single product (e.g. a camera, lens, bag bundle) if the items are being sold and shipped concurrently. Except where specific accommodations are made for variations of an item (e.g. sizes and colors), each listing must describe a single unique item that must be available for purchase.

c. OTHER VENUES

We have low fees to support merchants who support us.

Merchants will not direct shoppers to another online selling venue to purchase the same items as listed at BuyinPortugal.pt (includes posting links or providing information sufficient to locate another online venue). Offers that do not comply with BuyinPortugal.pt’s policies may result in suspension of account privileges and/or termination.

d. RESTRICTED PRODUCTS

This is our strict no-fly zone. ‘Nuff said.

Merchants are not permitted to list or sell any of the following through the BuyinPortugal.pt platform (each a "Restricted Product"):

•     Tobacco and other smokeable products
•     Drugs, medical drug claims about an item, drug paraphernalia
•     Live animals, illegal animal products
•     Human remains or body parts
•     Pornography
•     Firearms and/or weapons
•     Hazardous materials
•     Recalled items
•     Motor vehicles
•     Any product that promotes violence or is biased toward others based on race ethnicity, religion, gender, gender identity, disability, or sexual orientation.

We don't allow replicas, counterfeit items, or unauthorized copies. Unauthorized copies may include things that are bootlegged, illegally duplicated, or pirated. These kinds of things may infringe on copyright or trademarks.

BuyinPortugal.pt may remove any offer that BuyinPortugal.pt believes does not uphold the brand, reputation or image of BuyinPortugal.pt.

e.  MATURE CONTENT

BuyinPortugal.pt aims to maintain a marketplace appropriate for general audiences. "Mature content" means content that is not generally thought to be appropriate for viewing by children.

You will:

•     label products with mature content as "mature;"
•     not use profane language or images in your profiles, banners or products; and
•     ensure that your images available to the general public will be appropriate for a general audience.

BuyinPortugal.pt may not approve Merchants or items of a mature nature, and Approved Merchants who do not comply with BuyinPortugal.pt policies may be subject to review, which can result in suspension of account privileges and/or termination.

f.  PRICE PROTECTION

We invite merchants to BuyinPortugal.pt based on the great value you can offer shoppers. We keep BuyinPortugal.pt more affordable than other channels to help you continue offering great values. It helps all of our merchants if customers know they can find fabulous merchants with great stuff at a great price at BuyinPortugal.pt.

BuyinPortugal.pt believes the Merchant brand, story and customer service matter significantly in creating positive consumer experiences. Nonetheless, price is also a critical consideration for many consumers. We have chosen a low but sustainable success-fee approach to enable Merchants to pass along favorable pricing to consumers. Overall, however, if any consumer or BuyinPortugal.pt’s own technology systems leads BuyinPortugal.pt to determine, considering the Merchant’s product offering as a whole, including shipping costs, customer service, and the significance of individual items, that the Merchant's product offerings through BuyinPortugal.pt are less favorable to BuyinPortugal.pt customers than the Merchants product offerings through the Merchant's website, or third-party websites, then BuyinPortugal.pt will have the right to remove the product for sale, or prohibit the seller from offering items for sale on BuyinPortugal.pt. We value our relationships with the select Merchants and brands offered through BuyinPortugal.pt, and will use our reasonable efforts to notify Merchant and attempt to resolve these pricing concerns in advance of such actions. BuyinPortugal.pt may remove product offerings that believes violate contractual or intellectual property rights.

g. CODE OF CONDUCT

We know you would anyway, but this is important to us as well.

The maintenance of each of our brands and images are essential components of this Agreement. We and you will refer to the other party, the Platform, as well as other Merchants on BuyinPortugal.pt positively and in good faith. You will conduct yourself, at all times, in such a manner as not to engage in conduct that is generally viewed by the public as offensive, reprehensible, illegal, vulgar, or that otherwise impairs or diminishes, or is reasonably likely to impair or diminish the reputation of BuyinPortugal.pt or other Merchants on the BuyinPortugal.pt Platform.

h. PRODUCT ENDORSEMENT

We won’t force-feed endorsements, and we want product commentary to be accurate, but we can’t be responsible for negative feedback.

Any endorsement of any product by a customer of the BuyinPortugal.pt platform (including any customers with whom a Merchant offers special pricing or promotions) is solely within the discretion of such customer, and BuyinPortugal.pt will not require any such customer to endorse or share any product. The Merchant will neither publicize nor disclose such endorsement outside of the BuyinPortugal.pt platform without both BuyinPortugal.pt’s and the endorsing customer’s prior written consent. While BuyinPortugal.pt, in its own discretion, may make commercially reasonable efforts to investigate and remove any comments deemed fraudulent or misleading, BuyinPortugal.pt is not responsible for any statements, comments or other content any customer makes in connection with a product. The Merchant releases BuyinPortugal.pt from all liability in connection with any damages or losses suffered by the Merchant in connection with any such statements, comments or other content.

i.  MERCHANT COMMUNITY

Help us help you.

In an effort to help Merchants successfully grow their businesses through BuyinPortugal.pt, BuyinPortugal.pt may provide Merchant with tools and services to help them grow their BuyinPortugal.pt supporting buyer audience so as to acquire additional customers for the Merchant. Such services may include the ability to connect with and market directly to existing customers through BuyinPortugal.pt. To the extent Merchant has the legal right to do so, at the Merchant’s sole discretion, the Merchant may upload names and email addresses from its relevant contacts and customer database as permitted by the functionality of the BuyinPortugal.pt platform to be used for helping Merchant grow its customer support. To the extent Merchant uploads such names and email addresses, Merchant will use the BuyinPortugal.pt platform to encourage buyers to shop for Merchants's products, support the Merchant, and participate in the BuyinPortugal.pt platform. (BuyinPortugal.pt may make Merchant’s email address the "reply to address"). The Merchant represents and warrants that with respect to any information uploaded to the BuyinPortugal.pt platform, and, with respect to any communications sent to customers with respect to the BuyinPortugal.pt platform, it has the legal right to perform such actions without violation of law or any third-party rights.

2. SOCIAL MEDIA POLICY

Pretend Mom is reading your social media posts about BuyinPortugal.pt keep them clean, accurate and civil.

When posting about BuyinPortugal.pt, or tagging BuyinPortugal.pt in any posts on social networks (for example, on Facebook, Twitter, Instagram, or Pinterest):

•     do not post shots that include alcohol, violent language or imagery, or content inappropriate for a family audience,
•     refrain from negative posts, or any comments that may be derogatory towards racial or social groups,
•     do not engage in debates or arguments with other BuyinPortugal.pt merchants or customers, and
•     make clear that you are an BuyinPortugal.pt seller not an BuyinPortugal.pt Employee and that the views you express are your own.

You can call this out specifically in the commentary accompanying the post; for example, “I am a seller on BuyinPortugal.pt, this is my personal opinion and does not reflect the opinion or values of BuyinPortugal.pt.”

3. RETURNS AND TRANSACTION DISPUTES

When an occasional transaction goes sour, let’s work together and try to set things right.

BuyinPortugal.pt expects to approve only the best merchants who can deliver amazing buying experiences to consumers. Still, sometimes transactions can go awry through miscommunication or because of unusual circumstances. BuyinPortugal.pt will try to assist communication between buyer and sellers in the case a transaction results in a return or dispute.

 . RETURNS

All product returns will be shipped from the applicable customer to the Merchant directly. Merchants will be solely responsible for, and will hold BuyinPortugal.pt and its customers harmless from, all costs and expenses associated with product returns, and for handling all returns and customer service requests relating to the products at its expense.

a. PRODUCTS NOT RECEIVED

If a Merchant shipped a product that the buyer claims not to have received, BuyinPortugal.pt may require the Merchant to provide further information such as proof of shipping, or proof of delivery to help resolve the dispute. BuyinPortugal.pt reserves the right to issue a buyer of a product a refund and adjust the Merchant’s account accordingly. Merchants that do not respond to BuyinPortugal.pt’s requests to provide information in furtherance of resolving a dispute may have their accounts suspended or terminated from the BuyinPortugal.pt platform.

b. PRODUCT IS DIFFERENT THAN DESCRIPTION

If a buyer receives a product that is different from the product described on the BuyinPortugal.pt platform, BuyinPortugal.pt may require both Merchant and buyer to provide further information, such as photographs and other information to help resolve the dispute. Upon review of such information, BuyinPortugal.pt reserves the right to issue a buyer a refund and adjust the Merchant’s account accordingly. Merchants who do not respond to BuyinPortugal.pt’s requests to provide information in furtherance of resolving a dispute may have their accounts suspended or terminated from the BuyinPortugal.pt platform.

c. MERCHANT CANCELING AN ORDER

If you cannot fulfill an order due to extraordinary circumstances or otherwise, you will notify the customer and BuyinPortugal.pt customer service as soon as possible. Orders can only be cancelled prior to shipment. Orders cannot be cancelled in connection with any fee avoidance. If a Merchant abuses the foregoing cancellation policy, BuyinPortugal.pt reserves the right to terminate or suspend the Merchant’s account on the BuyinPortugal.pt platform.

d. REFUNDS

Partial refunds to buyers are not currently available.

4. REFERRAL PROGRAM

Help us help you some more.

BuyinPortugal.pt will

(i) credit a Merchant's BuyinPortugal.pt Payments account €5 for each Referred Customer, and

(ii) waive transaction fees for the Merchant's transactions with the Referred Customer during the Free Transaction Period. Other fees, including listing and payment processing fees may still apply; please see our Fees and Billing Policy for details.

"Referred Customer" means a customer

(i) whom the Merchant has referred to BuyinPortugal.pt using a link designated by BuyinPortugal.pt, and

(ii) who does not already have an account with BuyinPortugal.pt, and

(iii) who registers with BuyinPortugal.pt within 30 days of the referral date (the "Referral Period"), and

(iv) who makes a purchase on BuyinPortugal.pt during the Referral Period that is not subsequently refunded (an "Eligible Purchase").

The "Free Transaction Period" for any Referred Customer means, subject to amendment of this Agreement, the period following the date the Referred Customer registers with BuyinPortugal.pt. BuyinPortugal.pt will credit the Merchant's account within 60 days of the Referred Customer's first Eligible Purchase.

5.  WARRANTIES, DISCLAIMERS

 .  PRODUCT QUALITY

We love supporting great merchants and great products.

Merchant represents and warrants to BuyinPortugal.pt, BuyinPortugal.pt’s curators, members and BuyinPortugal.pt’s customers that all products, unless clearly described otherwise:

(a) are free from defects in design, materials and workmanship;

(b) are of merchantable quality;

(c) conform strictly to any applicable Specifications (defined below) therefore;

(d) are fit and sufficient for their intended purposes;

(e) do not contain any viruses, Trojan horses, worms, time bombs, malware, or other harmful code or instructions; and

(f) are being furnished by the Merchant to the applicable customer, with clear and marketable title, free from all liens, claims and encumbrances. "Specifications" means any and all specifications, drawings, samples, models, diagrams, descriptions, bulletins, engineering sheets or other materials relating to the products provided by the Merchant, and any other requirements for customized products.

a.  LEGAL COMPLIANCE

Merchant further represents and warrants that:

(i) all products and any other services, content or materials provided by or for the Merchant comply with all applicable domestic, and, to the extent applicable, international laws, rules and regulations, and labeling and disclosure requirements, and do not violate or infringe upon any third-party intellectual property, or other rights or interest of any nature whatsoever;

(ii) Merchant has all necessary rights to display, sell, offer for sale and ship products in the Merchant’s shop on the BuyinPortugal.pt platform,

(iii) nothing in this Agreement conflicts with any other agreement to which Merchant is bound,

(iv) the Merchant will comply with all applicable laws, rules and regulations in the course of performing its obligations under this Agreement, including without limitation FTC mail order rules, and

(v) if the Merchant’s performance of its obligations under this Agreement requires a license, the Merchant has obtained that license and the license is in full force and effect.

b. REPAIRED OR REPLACED PRODUCTS

Products repaired or replaced by the Merchant will be subject to all of the provisions of this Agreement and the order in the manner and to the same extent as originally furnished. These warranties will survive acceptance, inspection, delivery and payment, and will inure to the benefit of BuyinPortugal.pt, its successors, assigns and customers. Nothing herein will limit any other warranties, express or implied, available to BuyinPortugal.pt or the applicable customer under applicable law.

c. DISCLAIMERS

We’ll do our best, but we’re not perfect.

To the fullest extent permitted by law, except as otherwise set forth herein, and except for warranties made by the Merchant to customers or BuyinPortugal.pt or both, each party hereby disclaims (for itself and its other suppliers) all other warranties, whether express or implied, oral or written, with respect to the subject matter of this agreement, including, without limitation, all implied warranties of title, non-infringement, quiet enjoyment, integration, merchantability, or fitness for any particular purpose and all warranties arising from any course of dealing, course of performance, or usage of trade. In addition, BuyinPortugal.pt does not warrant or guarantee any results of use, that the BuyinPortugal.pt platform will be uninterrupted or error-free, or that its services offered on, or through the BuyinPortugal.pt platform will result in any sales or profit for the Merchant.

 

6. TRADEMARK AND CONTENT LICENSE

We can use your stuff on BuyinPortugal.pt and to market BuyinPortugal.pt. Also have a look at our Content and License Policy.

Merchant grants BuyinPortugal.pt, the rights and licenses (without obligation) worldwide to use, copy, distribute, display, and exploit Merchant’s trademarks, name, nickname, logos, initials, and if applicable, voice, biography, likeness, and images ("Mark(s)"), and content provided or made available by the Merchant associated with the BuyinPortugal.pt platform, the products, products’ documentation, products graphics, artwork, and other marketing materials, for the purposes of marketing and promoting the products, and identifying the Merchant as an BuyinPortugal.pt Merchant, in any media or formats including, without limitation, the BuyinPortugal.pt platform, any news or comment feeds associated with the BuyinPortugal.pt platform, Insider pages, marketing communications (including BuyinPortugal.pt’s and third parties’ emails), banner advertisements, affiliate programs, comparison shopping engines, private label sites of BuyinPortugal.pt and its partners. The Merchant will be responsible for obtaining all third-party rights required to permit BuyinPortugal.pt to have the rights set forth above.

 

7.  TERMINATION, SUSPENSION

 . MATERIAL BREACH

We require you to fulfill existing obligations. Other than that, you can change your number and take your records, but we hope we’re not just somebody that you used to know.

BuyinPortugal.pt may terminate this Agreement immediately in the event of a material breach by the Merchant. Merchants may terminate this Agreement with 15 days’ prior written notice to BuyinPortugal.pt, in the event of a material breach by the other party of this Agreement that is not cured within such period.

a. CONVENIENCE

Either party may also terminate this Agreement for convenience upon 30 days’ prior written notice.

b. EFFECTS OF TERMINATION

Upon any termination or expiration of this Agreement, the Merchant will fulfill any outstanding orders unless BuyinPortugal.pt otherwise requests in writing (including electronic communications). Termination of this Agreement or any order for any reason will not affect the obligations of the Merchant with respect to returns, warranty, recalls, and customer service. Suspended or terminated Merchants remain obligated to pay BuyinPortugal.pt for any unpaid fees that have already been accrued.

c. SURVIVAL

The following Sections of this Agreement will survive any expiration or termination of this Agreement, or an applicable order: Termination (subsection of Term and Termination), Direct Payment Services, Fees, Refunds and Taxes, Deposits, Recoupment, IRS Regulations, Taxes (subsection of Commissions and Fees), Returns and Transaction Disputes, Disclaimer, Ownership of the BuyinPortugal.pt platform, Indemnification, Insurance (for the period stated therein), Limitation of Liability, Confidentiality, Severability, Governing Law, Waiver, Relationship of the Parties, and Entire Agreement.

 

8.  MISCELLANY

 . INDEMNIFICATION

If you do something that costs us money, you’ll pay us back. And our lawyers. Sincerely, the lawyers.

Merchant will indemnify, defend, and hold harmless BuyinPortugal.pt, its subsidiaries and affiliated companies, their successors, assigns, Merchants, publishers, curators, Insiders, employees, customers, and users of products, against all damages, expenses, liabilities, claims, suits, demands, costs, attorneys’ fees or losses of every kind, arising out of, or alleged to have arisen out of, or in connection with

(i) accidents, occurrences, injuries or losses to or of any person or property, due to or resulting from the products or the Merchant’s negligence;

(ii) the design, preparation, manufacture, construction, assembly, completion, packaging, shipping or delivery or non-delivery within the Merchant’s control, use, sale or distribution (other than by BuyinPortugal.pt), and/or recall of products,

(iii) the Merchant’s performance or lack of performance of obligations under this Agreement or an applicable order for products;

(iv) the Merchant’s breach of any representation, warranty or obligation hereunder;

(v) the Merchant’s actual or threatened violation of any law, rule or regulation of any governmental authority or agency (including, but not limited to, any law relating to contamination by, or the actual or threatened release of, any hazardous or toxic substance, waste or pollutant); or

(vi) infringement, misappropriation or violation of any third-party right by the Merchant or the products. These indemnification obligations will apply to any and all claims, actual or asserted, by any person or entity, including, without limitation, first party claims asserted by BuyinPortugal.pt against the Merchant. The provisions of this section will survive the acceptance of and payment for the products hereunder and any termination, or expiration of an order for products or this Agreement. This indemnity will not be limited in any manner whatsoever by insurance coverage maintained by Merchant.

a. LIABILITY LIMITS

Boring, but very important legal stuff.

Except as set forth below in this section, in no event will a party be liable to the other party for any punitive, incidental, indirect or consequential damages of any kind in connection with this Agreement, even if the party who is liable has been informed in advance of the possibility of such damages, and in no event will the liability of either party to the other exceed the amounts paid by BuyinPortugal.pt to Merchant in the 12 months preceding the claim. The foregoing limitations on liability do not apply to a party’s indemnity obligations, confidentiality obligations, or for liability caused by its gross negligence or willful misconduct.

Merchant acknowledges and agrees that BuyinPortugal.pt has no obligation to become involved in, or accept liability for disputes between the Merchant and any customer. The Merchant hereby agrees to release BuyinPortugal.pt (and its officers, directors, agents, affiliates, subsidiaries, successors, insurers, investors, and employees), from all actions, suits, claims, damages (actual and consequential), judgments, levies, executions, liabilities, losses, expenses, and other costs, known or unknown, suspected or unsuspected, actual or contingent, including, without limitation, reasonable attorneys' fees, in any way connected with Merchant's dealings and disputes with one or more customers. The Merchant waives all code provisions that substantially provide: "a general release" does not extend to claims which the creditor does not know, or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.

 

b. CONFIDENTIALITY

You need to keep our private information and our customers’ private information on the down-low to make sure Customers are comfortable and keep coming to your shops. BuyinPortugal.pt owns customer data and shares it with you to ensure a great shopping experience.

Merchant will not disclose, without BuyinPortugal.pt’s advanced written authorization, or use for any purpose other than as necessary to perform its obligations under this Agreement or an order for products, any of the information or subject matter that BuyinPortugal.pt discloses or makes available to the Merchant that is of a proprietary or confidential nature, including, without limitation, any information or data relating to orders, sales techniques, designs, technology, business partners, business plans, finances, customers, pricing, margins, policies, procedures, forms, and this Agreement and related documentation. As between the parties, BuyinPortugal.pt will own all order, customer and end-user information and data ("Customer Data"). The Merchant will not use any Customer Data in violation of any applicable law, or for any purpose other than as necessary to fulfill its obligations under this Agreement and the applicable order, and the Merchant will, at all times, comply with BuyinPortugal.pt’s Privacy Policy.

 

c. ENTIRE AGREEMENT

Any order placed hereunder and the shipment of any ordered products (defined below) are subject to the unqualified acceptance of this Merchant Agreement (which the Terms of Use and subpolicies) by Merchant, to the exclusion of all other terms. These terms and conditions are the complete and exclusive agreement between BuyinPortugal.pt and Merchant, and supersede all prior or contemporaneous oral or written understandings or negotiations, and all past dealing or industry custom, with respect to this subject matter.

d. PUBLICITY

Merchant will not issue any press release or make any public announcement regarding Merchant’s relationship with BuyinPortugal.pt without BuyinPortugal.pt’s prior written consent.

Updated: February 02, 2019