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Terms of Service for Vendors

Vendor Agreement

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1. This cover page applies and is incorporated by reference to the Vendor Agreement between QSWEEP INC. (hereinafter “QSWEEP ”) and a marketplace vendor (hereinafter the “Partner”) (QSWEEP  and Vendor hereinafter individually “Party” and collectively “Parties”, as the context may require) for the activities provided by QSWEEP to the Vendor of listing and selling products (hereinafter “Products”) on and through the QSWEEP platform or any other internet domain property of QSWEEP Inc. (hereinafter the “Platform”), collecting, reconciling and executing all Transactions involving the Vendor through the Platform as a payment processing agent for the Vendor, and other related content production, sales traffic activities and/or Order fulfilment activities or such other activities provided by QSWEEP to the Vendor (hereinafter “Activities”), as agreed in writing between QSWEEP  and the Vendor.

2. The digital signatures herein indicate each QSWEEP’s party express intention to be bound by the terms of the Vendor Agreement

3. This cover page supplements, and is made a part of the Vendor Agreement.

4. To the extent that anything contained in this cover page conflicts with the Terms of Use, the Terms of Use shall prevail.

5. Except as specifically required to implement this Cover Page, all other provisions of the Vendor Agreement shall remain in full force and effect to the benefit of the Parties.

___________________________________________________________________________________

Last Updated: October 18, 2021

1. Scope

1.1 These General Terms and Conditions (hereinafter “Terms”) apply to the Vendor Agreement between QSWEEP TECH SERVICES CORP. hereinafter “QSWEEP ”) and a marketplace vendor (hereinafter the “Vendor”) (QSWEEP and Vendor hereinafter individually a “Party” and collectively “Parties”, as the context may require) for the activities provided by QSWEEP to the Vendor of listing and selling products (hereinafter “Products”) on and through the platform of QSWEEP (hereinafter the “Platform”), collecting, reconciling and executing all Transactions involving the Vendor through the Platform as a payment processing agent for the Vendor, and other related content production, sales traffic activities and/or Order fulfilment activities or such other activities provided by QSWEEP to the Vendor (hereinafter “Activities”), as agreed in writing between QSWEEP and the Vendor.

1.2 The Vendor cannot assign, transfer or subcontract all or part of its rights and/or obligations deriving from the Vendor Agreement, without the prior written consent of QSWEEP . QSWEEP may assign, transfer or subcontract all or part of its rights and/or obligations deriving from the Vendor Agreement and shall have the right to use any service providers, subcontractors and/or agents on such terms as QSWEEP deems appropriate.

1.3 The Vendor will provide to QSWEEP a telephone and email contact information for a designated contact or contacts available during business hours whom QSWEEP can contact regarding any of the responsibilities arising from the Vendor Agreement (including, but not limited to, Content Material, sales traffic activities, stock level updating, Price updating, and Order fulfilment). Any changes thereof shall be subject to the approval of Qsweep.

1.4 These Terms shall constitute the entire agreement between the Parties relating to the subject matter hereof and supersedes and replaces in full all prior understandings, communications and agreements of the Parties with respect to the subject matter hereof.

1.5 QSWEEP may, in its sole discretion, change any of the terms and conditions contained in these Terms, or any fees, procedures and policies governing the subject matter of the Vendor
Agreement including any Schedules, Commission rates and Default Fees, from time to time. These changes will take effect seven (7) days from their publication on the QSWEEP Vendor
Portal, unless the Vendor notifies QSWEEP within this period that it wishes to discontinue its use of the Platform and the Activities. The Vendor acknowledges and agrees that such changed or introduced procedures and policies will bind Vendor upon their publication, and Vendor will implement such changes or introductions required to ensure that it complies with the procedures and policies.

2. Responsibilities

2.1 Each Vendor hereby represents, warrants and agrees to (a) provide true, accurate, current and complete information about itself and its business references as may be required by the
Platform and (b) maintain and promptly amend all information to keep it true, accurate, current and complete. To the extent permitted under applicable laws, each Vendor hereby grants an irrevocable, perpetual, worldwide and royalty-free license to QSWEEP to display and use all information provided by such Vendor in accordance with the purposes set forth in this
agreement and to exercise the copyright, publicity, and database rights you have in such material or information, in any media now known or not currently known. Information that is
protected under data protection laws will only be used and kept in compliance with those laws.

2.1.1 Each Vendor will be required to tag the products truthfully and genuinely based on their manufacturing details. Each product will be tagged as:

2.1.1.1 Manufacturer

2.1.1.2 Importer

2.1.1.3 Distributor

2.1.1.4 Wholesaler

2.2 Each Vendor hereby represents, warrants and agrees that the use by such Vendor of the Platform and its services shall not:

2.2.1 Contain fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or items whose sales and/or
marketing is prohibited by applicable law, or otherwise promote other illegal activities;

2.2.2 Be part of a scheme to defraud Buyers or other Vendors on the Platform for any other unlawful purpose;

2.2.3 Infringe or otherwise abet or encourage the infringement or violation of any third party’s copyright, patent, trademarks, trade secret or other proprietary right or rights of publicity and privacy or other legitimate rights;

2.2.4 Impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;

2.2.5 Violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);

2.2.6 Contain information that is defamatory, libelous, unlawfully threatening or unlawfully harassing;

2.2.7 Contain information that is obscene or contain or infer any pornography or sex-related merchandising or any other content or otherwise promotes sexually explicit materials or is otherwise harmful to minors;

2.2.8 Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age

2.2.9 Contain any material that constitutes unauthorized advertising or harassment (including but not limited to spamming), invades anyone’s privacy or encourages conduct that would constitute a criminal offense, given rise to civil liability, or otherwise violate any law or regulation;

2.2.10 Involve attempts to copy, reproduce, exploit or expropriate the Platform’s various proprietary directories, databases and listings;

2.2.11 Involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information and involve any scheme to undermine the integrity of the computer systems or networks used by the Platform and/or any user of the Platform and no Vendor shall attempt to gain unauthorized access to such computer systems or networks;

2.2.12 Link directly or indirectly to or include descriptions of goods or services or other materials that violate any law or regulation or are prohibited under this Terms of Use or otherwise create any liability for the Platform or its affiliates.

2.3 Each Vendor represents, warrants and agrees that with regards to information about or posted on behalf of the Vendor shop, the Platform’s content and sales team will obtain all necessary consents, approvals and waivers to (1) to post and the Vendor’s contact details and information and (2) that Buyers may contact the Vendors to support claims or statements made about the Vendor.

2.4 Each Vendor shall not take any action which may undermine the integrity of the Platform’s feedback system, such as leaving positive feedback for themselves using secondary Member IDs or through third parties or by leaving unsubstantiated negative feedback for another Vendor.

2.5 Each Vendor acknowledges and agrees that the Platform reserves the right to actively monitor, filter, or exercise any editorial control whatsoever over the content of any product, description, or other material and information created, obtained or accessible through the Platform. The Platform does not endorse, verify and approve of the contents of any comments or other material or information made by any Vendor. Each Vendor is responsible for the contents of their communications and may be held legally liable or accountable for the content of their comments or other material or information.

2.6 Each Vendor represents, warrants and agrees that it has obtained all necessary third party licenses and permissions and shall be solely responsible for ensuring that any material or information it posts on the Platform to display does not violate the copyright, patent, trademark, trade secrets or any other personal or proprietary rights of any third party or is posted with the permission of the owner(s) of such rights. Each Vendor further represents,warrants and agrees that it has the right and authority to sell, sell or install, or just install the products described in the material or information it posts on the Platform to display.

2.7 If any Vendor breaches the representations, warranties and, or if the Platform has reasonable grounds to believe that such Vendor is in breach of such representations, warranties and covenants, or if upon complaint or claim from any other Vendor or Buyer, the Platform has reasonable grounds to believe that such Vendor has willfully or materially failed to perform its contract with such Buyer including without limitation where a Vendor who supplies products or services using the Platform and its services has failed to deliver or install any items ordered by such Buyer after receipt of the product and/or service price, or where such Vendor has delivered the products that materially fail to meet the terms and descriptions outlined in its contract with such Buyer, the Platform has the right to suspend or terminate the Partnership and all services with respect to such Vendor. Further, the Platform reserves the right in its sole discretion to place restrictions on the number of product listings that a Vendor can post on the Platform for such duration of the Partnership, and to remove any product it reasonably believes is unlawful, could subject the Platform to liability, violates this Terms of Use or is otherwise found inappropriate in the Platform’s opinion. QSWEEP reserves the right to cooperate fully with governmental and regulatory authorities, law enforcement bodies, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, to the extent permitted under applicable laws and policies, the Platform may disclose the Vendor’s identity, contact information and/or information regarding the Vendor’s account(s), transactions or activities carried out on or via the Platform, if requested by a government, regulatory or law enforcement body or an injured third party, or as a result of a subpoena or other legal action, and the Platform shall not be liable for damages or results thereof and the Vendor agrees not to bring any action or claim against the Platform for such disclosure. In connection with any of the foregoing, The Platform may suspend or terminate the Account of any Vendor as the Platform deems appropriate in its sole discretion.

2.8 Each Vendor agrees to indemnify the Platform, its directors, officers, employees, agents and representatives and to hold them harmless from any and all losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from its submissions, posting of materials or deletion thereof, from such Vendor’s use of the Platform and its services or from such Vendor’s breach of this Terms of Use. Each Vendor further agrees that the Platform is not responsible, and shall have no liability to it or anyone else for any material posted by such Vendor or Buyer, including fraudulent, false, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each Vendor. The Platform reserves the right; at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Vendor, in which event the Vendor shall cooperate with the Platform in asserting any available defenses. Each Vendor agrees to provide all information transactions made via the Platform. The Platform has the right to suspend or terminate any Vendor’s Account if the Vendor fails to provide the required information and materials without liability for any losses or damages arising out of or in connection with such suspension or termination. The Vendor may review the Warranties and Liabilities section of the Terms of Use to fully understand Platform’s complete scope of liability.

2.9 It shall be understood that the Platform merely relies from the warranties and representations provided by its Vendors in good faith and in case of any third party claim against such warranties and representations, the Vendors concerned shall be solely accountable to such third party. In case the Platform is forced to defend its rights, whether judicially or extra judicially, from any action arising out from the above, the concerned Vendor shall reimburse all the costs incurred by the Platform in defending its rights under the law. The Vendor shall keep the Platform harmless against cause/s of action that any third party may file as a result of its breach from its warranties and representations to the Platform and when necessary to extend all assistance necessary in defending the Platform and to such extent as permissible by law against cause/s of action from third parties.

2.10 QSWEEP will not be responsible for failure of deliveries of products from the Vendor to the Buyer. The Vendor will be responsible for the logistics of the products for deliveries.

3. Information about the Products, Content Material

3.1 The Vendor will provide content comprising accurate and complete product information, text, images and any other information related to the Products for each type of Products that the Vendor makes available to be listed for sale through the Platform or to be the subject of sales traffic activities provided by QSWEEP (“Content Material”) in the format required by QSWEEP. The Vendor will promptly update the Content Material as necessary to ensure it at all times remains accurate and complete. The Vendor agrees that it may from time to time request QSWEEP to assist in generating the Content Material by providing input or references in relation to the courses of the product information and text images, provided that QSWEEP is not obliged to verify the accuracy, completeness and legality of the Content Material published on the Platform upon the Vendor’s request.

3.1.1 The Vendor will ensure that the Content Material and, the offer and subsequent sale of any of the Products, comply with applicable laws (including all minimum age, marking and labelling requirements, product warranties, specifications, drawings, samples and performance criteria) and do not contain any sexually explicit defamatory or obscene materials.

3.1.2 The Vendor will provide the text of the Content Material and the image of the Products to QSWEEP in accordance with its standard policy including:

3.1.2.1 Vendor Stock Keeping Unit code number;

3.1.2.2 Brand name, product name, model, and package content;

3.1.2.3 Dimensions (height, length and width) expressed in the metric system and weight expressed in the metric system;

3.1.2.4 Expiry date (if applicable);

3.1.2.5 Normal selling price

3.1.2.6 Product Specifications

3.1.2.7 Minimum Order Quantity

3.1.2.8 Item Grade; and

3.1.2.9 Warranty details including geographical coverage

3.1.2.10 Certifications and Permits

3.1.3 Unless specifically permitted by QSWEEP, the Vendor is prohibited from selling any of the following Products on the Platform (except to the extent permitted by the applicable laws of the country or countries, where the Good is listed for sale), including:

3.1.3.1 Products that are required to be certified by or registered with a government authority under applicable laws or to obtain a distribution permit and/or other special permit from a government authority under applicable laws;

3.1.3.2 Products related to safety, security, public health and environment which are required to have national standardization;

3.1.3.3 Products that are required to have local language (other than English) on its label, product manual, warranty statement, and/or other parts of the product or its packaging materials, and

3.1.3.4 Other prohibited Products including: black market and imitated goods, pirated goods or copies of original goods, counterfeits, goods containing vulgar and pornographic content, multi-level marketing, games, hazardous explosives and other products that violate applicable laws.

3.1.4 The Vendor shall, at QSWEEP ’s request, provide QSWEEP with any documentation and information supporting the Vendor’s right to sell the applicable Products on or through the Platform, including but not limited to the Vendor’s right, license and/or permit to sell such Products, any documentation or agreement giving the Vendor the right to distribute any particular item or brand of certain Products, and if needed, the notarized copy, invoice or other proof thereof at Vendor’s cost. In the event of the Vendor’s improper use of intellectual property rights or distribution rights, sale of fake or counterfeit products or products prohibited from use, or distribution or sale under applicable laws as set forth QSWEEP may at its sole discretion take any or all of the following actions:

3.1.5 In case of sale of refurbished Products, imported Products, white label Products, Vendor must comply and strictly follow QSWEEP ’s specific content requirements and the specific guidelines defined for such Products on the content production manuals.

3.1.6 QSWEEP shall have the right to immediately suspend the listing and sale of Products on the Platform if, at its sole discretion, it determines that any part of the Content Material is incorrect, incomplete or not in compliance with applicable laws.

3.1.7 The Vendor shall indemnify and hold QSWEEP, its subsidiaries and affiliates harmless from and against any and all costs (including attorney fees and court costs on an indemnity basis), expenses, fines, penalties, losses, damages, and liabilities arising out of any claim, demand or action resulting from the inaccurate, incomplete or illegal information or otherwise relating to the Content Material provided by the Vendor.

3.1.8 The Vendor hereby undertakes and represents that it has obtained all necessary licenses, permits or approvals required for the listing and sale of the Products on and through the Platform, for any country or countries, where the Products are listed for sale, prior to the listing of Products on the Platform.

3.1.9 The Vendor may not in its own capacity or request QSWEEP to provide any Content Material, or seek to list for sale on the Platform any Products, or provide any uniform resource locator marks (“URL Marks”) for use on the Platform, or request that any URL Marks be used on the Platform, unless the Vendor has the right to publish the Content Material and has the right and license to sell such Products under applicable laws.

3.1.10 The Vendor may in its own capacity or request QSWEEP to add text, disclaimers, warnings, notices, labels or other Content Material required by applicable law to be displayed in connection with the offer, merchandising, advertising or sale of the Products.

3.1.11 The Vendor grants QSWEEP a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of the Content Material provided by the Vendor, and to sublicense the foregoing rights to the affiliates and operators of QSWEEP including right to use and reproduce the Content Material for similar products; provided, however, that QSWEEP will not alter any of the trademarks from the form provided by the Vendor (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with the removal requests of the Vendor as to specific uses of such trademarks made available by the Vendor pursuant to these Terms; provided further, however, that nothing in these Terms will prevent QSWEEP from using the Content Materials without the consent of the Vendor to the extent that such use is permissible without a license from the Vendor or the affiliates of the Vendor under applicable laws.

3.1.12 QSWEEP may use mechanisms that rate, or allow Customers to rate or review, the Products of the Vendor and/or the performance of the Vendor as a vendor and QSWEEP may make these ratings and reviews publicly available. QSWEEP shall not be responsible for the reviews and ratings generated by the mechanisms or Customers, in respect of any Products and/or the performance of the Vendor.

3.1.13 Notwithstanding any provision of theseTerms,QSWEEP will have the right, in its sole discretion, to determine the functionality of the Platform including Content Material, structure, appearance, and all other aspects of the Platform, the selling through the Platform, as well as , if any, sales traffic activities, (including the right to re-design, modify, remove or alter the content, appearance, design, meta-tags, titles, mark-ups, style sheets, scripts, applications, internal and external links and other.

4. Fees

4.1 QSWEEP will invoice to the Vendor a 5% fee (hereinafter “Processing FeeorTransaction Fee”) for use of its payment gateway. Unless otherwise stated, the processing
fee payable to QSWEEP TECH SERVICES CORP., is inclusive of the withholding taxes payable by the Vendor in relation to the Vendor’s sale of Products and/or services, under the applicable laws.

4.2 Unless otherwise stated, coupons and discount codes shall not be considered in the calculation of the Commission.

4.3 Unless otherwise agreed in writing, settlement of the invoices for Processing Fees shall be effected by setting off against funds in the Vendor’s account with QSWEEP .

4.4 QSWEEP may, from time to time, update the Commission rates by publication and notification in writing on Vendor Portal

4.5 Please see the table below for the specifics regarding the fees and example computation

4.5.1 Sample Computation

SRP P60,000
Processing Fee 5% P3,000
TOTAL NET INCOME P57,000

5. Payments

5.1 Our payment Vendors will collect all payments from the Buyer as payment processing agent for the Vendor and will have the exclusive right to do so, and will remit such funds to the Vendor in accordance with these Terms. QSWEEP may, from time to time, appoint logistics service providers/carriers of Goods to also collect payments from the Customer (including cash on delivery payments). QSWEEP may, from time to time, update the Payment process by publication and notification in writing on the Vendor Portal.

5.2 Payment remittance to Vendors (“Payouts”) will be remitted every Wednesday, PROVIDED THAT they meet the minimum threshold of P10,000 in gross sales.

5.3 QSWEEP will reconcile and pay to the Vendor all payments and claims, subject to any refunds, Default Fees and other adjustments in accordance with these Terms (collectively, the “Payments”). Payments shall be made in accordance with the accepted payment mechanisms available on the Vendor Portal, or as agreed in writing by the Parties. Unless otherwise stated, all Payments shall be reconciled and paid on a monthly basis, in respect of Orders that have been delivered (based on the Order status shown on Vendor Portal as of the cut-off date for reconciliation). The Vendor acknowledges that the Order status on Vendor Portal may be subject to delays caused by third parties or factors outside of QSWEEP’s reasonable control, and may not be updated on public holidays and weekends. In the event of any overpayment or underpayment in respect of any Orders or Transactions (including but not limited to miscalculated fees, resolved queries and delivery status corrections), the corresponding adjustment will be reflected in the next Payment.

5.4 If QSWEEP concludes that the actions and/or performance of the Vendor, in connection with the Vendor Agreement, the Terms of Use, and such third-party agreements relating to Vendor’s obligations may result in any dispute with Customers, chargebacks or other third-party claims, or there are any sums owed by the Vendor to QSWEEP , or any claims of third parties against QSWEEP arising from the Vendor’s performance, whether under a purchase order or under any other document, then QSWEEP may, in its sole discretion, withhold any Payments for not more than:

5.4.1 A period of ninety (90) days following the date of suspension; and

5.4.2 Completion of any investigation(s) regarding the actions of the Vendor and/or performance in connection with the Vendor Agreement, Terms of Use, these Terms and any other document.

5.5 In case of breach of contract by the Vendor, QSWEEP shall, without limitation, have the right to delay or suspend Payments. Any Payment made by QSWEEP shall not in any way be considered as a waiver of its rights under these Terms or the provisions set out in the Order.

5.6 QSWEEP shall have the right to impose Order value and/or Transaction limits (“OVL”), either a minimum limit or a maximum limit, on some or all Customers or the Vendor relating to the value of any Transaction, the cumulative value of all Transactions during a period of time, or the number of Transactions per day or other period of time. QSWEEP will not be liable to the Vendor:

5.6.1 If QSWEEP does not proceed with an Order or Transaction that would exceed any limit established by QSWEEP ; or

5.6.2 if QSWEEP permits a Customer to withdraw from a Transaction because the Platform or the Goods are unavailable following the commencement of a Transaction.

5.7 The Vendor shall be responsible for all relevant taxes, duties, fees and other charges arising out of or associated with the Payments, and the Vendor undertakes to QSWEEP that it shall pay all such taxes, duties, fees and other charges on time. To the extent required by law, QSWEEP shall be entitled to withhold any and all taxes in connection with the Payments. In the event that QSWEEP is held liable for any taxes in connection with the Payments, the Vendor shall indemnify QSWEEP for such tax liability irrespective of when such tax liability is assessed.

5.8 Any inquiry or complaint about the payment of an Order shall be received by QSWEEP within 30 calendar days after the Order date. QSWEEP will not accept any queries regarding an order after this point and Vendor waives the right to dispute any charges not disputed within this timeframe.

5.9 By having a payment processing agent, QSWEEP shall take no responsibility with respect to the legality of the payment transactions between the Customer and the Vendor relating to the Orders made through the Platform. The Vendor undertakes that all payment transactions are in compliance with the applicable laws (including anti-laundering regulations).

5.10 The Vendor shall produce a tax invoice (in accordance with the applicable laws) and physically send it to the respective customers for every successful sale. The Vendor agrees that it is the Vendor’s responsibility to determine whether Vendor Taxes apply to the Transactions and to collect, report, and remit the correct Vendor Taxes to the appropriate tax authority, and that QSWEEP is not obligated to determine whether Vendor Taxes apply and is not responsible to collect, report, or remit any sales, use, or similar taxes arising from any Transaction. “Vendor Taxes” means any and all sales, goods and services, use, excise, import, export, value added, consumption and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by the Vendor.

5.11 QSWEEP may, from time to time, on a goodwill basis, extend a rebate or discount to the Vendor in respect of any Commission payable to Vendor, or any shipping or fulfilment fees payable by the Vendor to an affiliate of QSWEEP . The terms of such rebate or discount (including the rates, scope and duration of the rebate or discount) shall be determined by QSWEEP in its sole discretion, and shall be notified in writing to the Vendor by QSWEEP publishing the same on the Vendor Portal. Where required by any applicable law, the Vendor agrees that QSWEEP may generate an invoice (in the Vendor’s name) to give effect to the rebate and discount extended by QSWEEP.

6. Refunds & Returns

6.1 In any situation that a customer would want to refund or return their purchase for the causes of (1) product defect, (2) damaged items, (3) wrong size, (4) missing parts, (5) wrong product/s delivered, (6) signs of being used, and (7) suspected counterfeit, QSWEEP may, with the discretion of QSWEEP and Vendor, refund the said product/s given the ff. conditions:

6.1.1 It has not exceeded seven days since the item was received

6.1.2 The official receipt of the said item/s is not damaged and is still with the customer

6.2 QSWEEP will not be liable for any refunds or returns transactions after seven days since the item was received and will not be responsible for whatever the outcome of the said transaction is.

6.3 For refunds requested on or before the seventh day since the item was received, QSWEEP, along with its payment Vendors, will be responsible in refunding the customer if the investigating team deems the situation as reasonable for requesting a refund.

6.4 For returns requested on or before the seventh day since the item was received, QSWEEP will be getting in touch with the Vendor so that the Vendor can coordinate the logistics of the said transaction if the investigating team deems the situation as reasonable for requesting a return of the item/s bought.

7. Warranties

7.1 There will be a seven day warranty for products that will sustain damage after the item has been delivered and is only applicable if:

7.1.1 If the investigating team deems that the damage is caused by the production/manufacturing and not mishandling of the product by the customer

8. Default Fees

8.1 If the Vendor violates any obligation under the Vendor Agreement or the applicable laws, QSWEEP shall have the right to charge to the Vendor the Activity Fee applicable to that Order and any Default Fee, as may imposed by QSWEEP , according to QSWEEP ’s policy. The Default Fees, and any amendment thereto from time to time, shall be published in writing by QSWEEP on Vendor Portal.

8.2 Unless otherwise agreed in writing, the payment in respect of Default Fees shall be effected by setting off against funds received by QSWEEP from Customers in respect of the
Transactions.

9. Termination & Withdrawal

9.1 QSWEEP has the right to unilaterally and immediately terminate the Vendor Agreement and these Terms upon the occurrence of any of the following events:

9.1.1 The Vendor being in breach of any obligation or warranty under the Vendor Agreement and failing to remedy the same within seven (7) days from receipt of a written notice from QSWEEP of such breach;

9.1.2 In the event of the Vendor’s improper use of intellectual property rights or distribution rights, sale of fake or counterfeit products or products prohibited from use, or distribution or sale under applicable laws as set forth

9.1.3 the Vendor passing a resolution for its winding up or a court of competent jurisdiction making an order for the Vendor’s winding up or dissolution;

9.1.4 the making of an administration order in relation to the Vendor or the appointment of a receiver over, or an encumbrance taking possession of, or selling any of the Vendor’s assets;

9.1.5. the Vendor making an arrangement or composition with its creditors generally or applying to a Court of competent jurisdiction for protection from its creditors;

9.1.6. the Vendor ceasing or threatening to cease to carry on business; or

9.1.7. Notwithstanding the foregoing, QSWEEP will have the right to unilaterally terminate the Vendor Agreement and these Terms without cause, at QSWEEP ’s sole discretion, within thirty (30) days from the date on which QSWEEP gives written notice of such termination.

9.2 The Vendor has the right to unilaterally terminate the Vendor Agreement given that the Vendor submits a thirty (30) days written notice to QSWEEP or within thirty (30) days after the occurrence of any of the following events:

9.2.1 QSWEEP delaying payment for more than thirty (30) days without valid reason according to these Terms;

9.2.2 the making of an administration order in relation to QSWEEP or the appointment of a receiver over QSWEEP ’s assets;

9.2.3 QSWEEP making an arrangement or composition with its creditors generally or applying to a Court of competent jurisdiction for protection from its creditors;

9.2.4 QSWEEP ceasing or threatening to cease to carry on business; or notwithstanding the foregoing, the Vendor will have the right to unilaterally terminate the Vendor Agreement and these Terms without cause, at Vendor’s sole discretion, within thirty (30) days from the date on which the Vendor gives written notice of such termination.

9.3 Before termination of the Vendor Agreement, the Vendor shall inform QSWEEP of all Orders which have to be performed. For the avoidance of doubt, the Vendor shall remain responsible for the fulfilment of the pending Orders according to the specific fulfilment model agreed with QSWEEP. If the Vendor fails to do so, QSWEEP may cancel the Orders and may impose a Default Fee on the Vendor in accordance with Article 6.1, which will be deducted from any Payments to be paid by QSWEEP to the Vendor.

10. Confidentiality

10.1 For purposes of these Terms, “Confidential Information” means any data or information that is proprietary to QSWEEP , its affiliates, subsidiaries or affiliated companies, and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to:

10.1.1 any marketing strategies, plans, financial information, or projections, operations, sales estimates and business plans relating to the past, present or future business activities of such Party;

10.1.2 any past or present performance results, including orders and volumes;

10.1.3 any plans and strategies for expansion;

10.1.4 any products or activities, and customer or supplier lists;

10.1.5 any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method;

10.1.6 any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; and

10.1.7 any other information that should reasonably be recognized as confidential information of the disclosing party. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information.

10.2 The Vendor shall not disclose Confidential Information, except with the prior written consent of QSWEEP. The Vendor may only use the Confidential Information for the purpose of performing the Vendor Agreement, and not for any other purposes. Notwithstanding the foregoing, the Vendor may disclose Confidential Information only upon prior written notice within a reasonable period to QSWEEP for any of the following reasons:

10.2.1 to comply with the mandatory provisions of applicable laws or the rules of any recognized jurisdiction;

10.2.2 the information is properly disclosed to the professional advisers, auditors or bankers of the Vendor, provided that the recipient first agrees not to disclose the information;

10.2.3 the information is in the public domain, other than through a breach of this article;

10.2.4 for the purposes of any arbitration or legal proceedings arising from the Vendor Agreement; and

10.2.5 to any governmental authority at their request.

10.3 Return of Confidential Information:

10.3.1 The Vendor shall return and deliver to QSWEEP all tangible material embodying the Confidential Information provided hereunder and all minutes, notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving therefrom and all other documents or materials (hereinafter “Notes”) (and all copies of any of the foregoing, including copies that have been converted to computerized media in the form of image, data or word processing files either manually or by image capture, (hereinafter “Copies”) based on or including any Confidential Information, in whatever form of storage or retrieval, upon the earlier of:

10.3.1.1 the expiration or termination of the Vendor Agreement whichever is earlier; or

10.3.1.2 at such time as QSWEEP may so request. The return of such documents must be performed within twenty-four (24) hours after the occurrence of the events referred to above.

10.3.2 However, the Vendor may retain such of QSWEEP ’s documents as is necessary to enable it to comply with its document retention policies. Alternatively, the Vendor, with the written consent of QSWEEP may (or in the case of Notes, at the Vendor’s option) immediately destroy any of the foregoing embodying Confidential Information (or the non-recoverable data erasure of computerized data) and, upon request, certify in writing such destruction by officer of the Vendor supervising the destruction.

10.3 No specific warranties are made in relation to the Confidential Information by either Party
under these Terms. The Vendor understands that no representation or warranty as to the
accuracy or completeness of the Confidential Information is being made by QSWEEP .

11. Force Majeure

11.1 QSWEEP shall not be liable to the Vendor or be deemed to be in breach of the Vendor Agreement by reason of any delay in performing or any failure to perform any of QSWEEP ’s obligations if the delay or failure was due to any event or cause beyond QSWEEP ’s reasonable control (each an event of “Force Majeure”). Without prejudice to the generality of the foregoing, the following shall be regarded as events of Force Majeure:

11.1.1 Act of God, explosion, flood, tempest, fire or accident;

11.1.2 War or threat of war, sabotage, insurrection, civil disturbance or requisition, act of terrorism or civil unrest;

11.1.3 Acts, restrictions, regulations, bylaws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority:

11.1.4 Import or export regulations or embargoes;

11.1.5 Interruption of traffic, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of QSWEEP or of a third party);

11.1.6 Health epidemics declared by the World Health Organization;

11.1.7 Interruption of production or operation, difficulties in obtaining raw materials labor, fuel parts or machinery; and

11.1.8 Power failure or breakdown in machinery.

11.2 Upon the occurrence of any of the events set out in Article 9.1, QSWEEP may, at its option, fully or partially suspend delivery/performance of its obligations hereunder while such event or circumstance continues. If any of the events set out in Article 9.1 shall continue for a period exceeding one month, QSWEEP may forthwith terminate the Vendor Agreement upon giving notice in writing to the Vendor.

11.3 The Vendor shall not be liable for the delayed or total or partial non-fulfilment of its obligations under the Vendor Agreement if such delay or non-fulfilment is due to an event of Force Majeure. The Vendor affected by the force majeure shall also observe due diligence in mitigating the damage or loss

Premium Vendor Agreement

Version: 20 October 2021

These terms and conditions (“Terms”) govern the Premium Subscription(as defined below) offered to the Vendor(as defined below)by the Service Provider (as defined below) in relation to their account on the Qsweep.com website (URL: https://www.qsweep.com) (“Qsweep.com Website”). BY CLICKING “AGREE” OR OTHERWISE ACCEPTING THESE TERMS OR BY SUBMITTING YOUR APPLICATION FOR OR CONTINUING WITH YOUR SUBSCRIPTION FOR THE Premium Subscription, YOU INDICATE YOUR AGREEMENT TO BE BOUND BY THESE TERMS AS MAY BE AMENDED FROM TIME TO TIME.

DEFINITIONS

“Affiliates” means in relation to Qsweep.com, any other enterprise, corporation, partnership, trust or entity which directly or indirectly controls, is controlled by or is under common control with it.

“Vendor” means any corporate entity, partnership firm and other business entity which successfully subscribed for the Premium Subscription pursuant to a Purchase Order.

“Premium Subscription” means premium membership services with certain value added services of the Qsweep.com Website.

“Product” means any product of the Vendor that is in compliance with conditions for posting on Qsweep.com Website as may be prescribed by Qsweep.com and is posted on the Qsweep.com Website by the Vendor and/or its authorised third party service provider(s);

“Product Information” means the information of the Products by the Vendor and/or its authorised third party service provider(s) when posting the Products on the Qsweep.com Website, including titles, categories and/or descriptions of the Products;

“Purchase Order” means the subscription agreement entered into by the Vendor and Qsweep.com for the purchase of the Premium Subscription Package and any value added services (if applicable).

“Service Provider” means QSWEEP TECH SERVICES CORP

___________________________________________________________________________________

1. ACCEPTANCE

1.1 The Vendor agrees and accepts that, in addition to these Terms, its application and use of the Premium Subscription is bound by any and all of the rules, policies, privacy policy and terms of use of the Qsweep.com’s Website, Terms and Conditions for Users of Premium Subscription Package available on the Qsweep.com Website, and the terms and conditions governing the Qsweep.com Premium Subscription membership (including without limitation the Qsweep.com Premium Subscription Agreement available on the Qsweep.com Website).

2. Premium Subscription

2.1 The Premium Subscription is a value added service supported by the Service Provider by(a) devising, automating and managing the promotion of the Products; and (b) devising and automating the store management, with the aim of assisting the Vendor to promote product listings on the Qsweep.com Website for the Products to be listed in priority to other products on the Qsweep.com Website, or on specific portions of the Qsweep.com Website (“Premium Subscription”).

3. ELIGIBILITY

3.1 Your eligibility to sign up for the Premium Subscription is conditional upon your fulfilment of all of the following conditions: (a) you are registered as a Vendor on the Qsweep.com Website; and (b) you have clicked and/or agreed to all the terms and conditions of these Terms.

4. SERVICE AND PAYMENT TERMS

4.1 Details of the packages available for the Premium Subscription and the fees payable may be published on the seller channel of the Qsweep.com Website or such other URL(s) as may be designated from time to time. In addition, Qsweep.com may at its discretion, notify you through your account with the Qsweep.com Website of any changes to the Premium Subscription which are applicable to you.

4.2 Prior to any commencement of the Premium Subscription, you shall pay either P4,200 for 6 months or P7,200 for 12 months. Each round of Premium Subscription shall commence upon the successful payment for either 6 months or 12 months- packages.

4.3 Premium Subscription shall include the following value-added services:

  • Self-managed webstore – vendor access to your webstore
  • Order Management – your dedicated account manager will be tracking all orders to make sure that they are processed in a timely manner
  • Product Management – your dedicated account manager will be updating all product information should there by any
  • SEO Enhancements – your products will be searchable via keyword or category on the website
  • Webstore Set-up Assistance – a dedicated account manager will be assigned to upload all your products on your webstore and encode product information
  • Premium Support – you will be assigned a dedicated account manager to assist you with tasks related to customer communication, order processing, etc.
  • Business Certified Badge – business certified badge will appear on each product on the search results page as well as on the vendor page
  • Preferred Visibility and Search Ranking
  • Business Promotions – Your store will be highlighted on ads outside of the website when promoting Qsweep

4.4 You shall not be entitled to refund in the events of (a) cessation of your use of the Premium Subscription; and (b) early termination or expiry of the Validity Period of your Premium Subscription Package.

5. Qsweep.com RIGHTS AND OBLIGATIONS

5.1 Qsweep.com shall have the right to reject any application for the Premium Subscription.

5.2 Qsweep.com shall have the sole right and discretion to make any and all decisions relating to all matters relating to your company profile on the Qsweep.com Website, including but not limited to making any change to its content.

5.3 Qsweep.com shall have the non-exclusive, transferable, assignable and royalty-free rights to use your company name, company profile, trade mark, trade name, device, design and/or logo in connection with the provision of the Premium Subscription.

5.4 Qsweep.com shall be entitled to take down any Product: (a) that is obscene, pornographic, false, misleading, defamatory or unlawful; (b) that infringes on third parties’ intellectual property rights; (c) due to the request or demands from any governmental or regulatory authority; or (d) whose Product Information is not true, inaccurate, incorrect or misleading. If your Product is taken down by Qsweep.com for the aforementioned reasons, Qsweep.com shall not be liable for any damages and/or losses that you may suffer as a result thereof.

5.5 Qsweep.com shall reserve the absolute discretion to amend, change, modify, revise and/or update its system, software and/or any of its automated tools used in the provision of the Premium Subscription (including but not limited in the factors affecting priority listing and the determination of the Bidding Price) as it deems reasonable and necessary without notifying you.

5.6 Your agreement to use the Premium Subscription shall not guarantee that Qsweep.com will provide such services. If the Product Information submitted by you does not comply with these Terms and/or any of the applicable rules and regulations on the Qsweep.com Website, Qsweep.com will specify the reasons for non-compliance, or suggest that you modify the relevant Product Information.

6. YOUR OBLIGATIONS

6.1 You shall be solely responsible for:

(a) contents of the Product Information and the Products;

(b) ensuring that you have the right, license or relevant authority to subscribe and use the Premium Subscription, and sell the Products;

(c) conducting its business affairs with integrity and in an ethical manner; and

(d) conduct all activities on the Qsweep.com Website in accordance with all applicable laws and regulations and commonly accepted commercial practices.

6.2 You shall use the Premium Subscription in accordance with these Terms and in accordance with all applicable laws and regulations.

7. AMENDMENTS AND CESSATION

7.1 Qsweep.com reserves the right to amend these Terms at any time by posting the amended and restated version on the Qsweep.com Website. The amended and restated Terms shall be effective immediately upon posting. After posting by Qsweep.com of the amended and restated Terms, your continued use of Premium Subscription shall be deemed as your acceptance of the amended and restated Terms.

7.2 Qsweep.com reserves the right to temporarily or permanently change, upgrade, modify, limit, suspend, or cease the provision of the Premium Subscription or any of its related functionalities or applications at any time in its sole discretion, and in the case of any permanent discontinuation or termination of the Premium Subscription, Qsweep.com shall have the right at its sole discretion, decision and timing to convert the Premium Subscription to another Value Added Service offered by Qsweep.com at such conversion rate and on such terms that Qsweep.com may at its sole discretion determine upon reasonable notice to you.

8. ACKNOWLEDGEMENT AND UNDERTAKING

8.1 You agree and undertake that you will:

(a) not submit any untrue, falsified, incorrect, incomplete, misleading, fraudulent or unlawful information to Qsweep.com pursuant to your application or use of the Premium Subscription;

(b) not copy, reproduce, exploit or expropriate Qsweep.com’s various proprietary directories, databases and listings;

(c) not use or distribute any computer viruses or other destructive devices and codes that may harm, interfere, intercept or expropriate any software or hardware system, data or personal information;

(d) not gain or attempt to gain unauthorized access to the computer systems or networks used by Qsweep.com or engage in any other activities that may harm the integrity of such computer systems or networks;

(e) not carry on activities on Qsweep.com Website that are not in compliance with any laws and regulations;

(f) not submit or provide any information to Qsweep.com that directly or indirectly infringe the intellectual property rights of any third party.

9. REPRESENTATIONS, WARRANTIES AND COVENANTS

9.1 You represent, warrant and covenant (as applicable) to Qsweep.com that each of the statement contained in this Clause 9 is true, accurate, complete and not misleading in all respects and will continue to be so until your cessation of use of the Premium Subscription:

(a) you have complied with all of the conditions set forth in Clause 6;

(b) any and all information you provided to Qsweep.com pursuant to your application for and use of the Premium Subscription is true, accurate, complete, lawful and valid;

(c) you have and will continue to, at all times during your use of the Premium Subscription, abide by the Terms and all relevant rules published on the Qsweep.com Website;

(d) you will not infringe the legitimate rights of any third parties, including but not limited to the intellectual property rights, property ownership right and any third parties pursuant to your use of the Premium Subscription; and

(e) your use of the Premium Subscription complies or will comply with any and all applicable laws and regulations in any applicable jurisdiction.

10. INDEMNIFICATION

10.1 You agree to indemnify Qsweep.com and its Affiliates and their employees, agents and representatives and to hold them harmless, from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from your breach of any of these Terms pursuant to your use of the Premium Subscription, and/or any third party claim or liability arising out of or related to your breach of any third party’s intellectual property rights. Qsweep.com reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Qsweep.com in asserting any available defences.

11. TAXES

11.1 You shall be responsible for and shall pay all Taxes due under these Terms and on all amounts payable hereunder. Unless otherwise indicated, all amounts payable by you to Qsweep.com are exclusive of Taxes that may be levied by any jurisdiction. Taxes will be added to the amounts payable by you to Qsweep.com as applicable and as required by law such that the net amount actually received by Qsweep.com equals the full amount of the payment due hereunder. For greater certainty, Taxes will not be added to the amounts payable by you to Qsweep.com where you have provided Qsweep.com with evidence to Qsweep.com’s satisfaction of a lawful and applicable exemption for such Taxes.

11.2 “Taxes” means all federal, state, provincial, territorial, county, municipal, local or foreign taxes, including but not limited to sales, use, license, excise, good and services, value added, stamp or transfer taxes, duties, imposts, levies, assessments, tariffs, fees, charges or withholdings of any nature whatsoever levied, imposed, assessed or collected by a taxation authority together with all interest, penalties, fines or other additional amounts imposed in respect thereof, but for greater certainty excludes any of the foregoing which are (a) based on gross or net income; (b) franchise taxes; or (c) property, personal property or rental taxes (collectively “Excluded Taxes”).

11.3 Each party shall be responsible for any and all Excluded Taxes that it is liable for under applicable law. Notwithstanding anything else contained herein, all amounts payable by you pursuant to these Terms shall be free of withholding on account of any Taxes. If any Taxes are required to be withheld from any such amount payable by you under these Terms, you (a) shall pay an additional amount such that the net amount actually received by Qsweep.com, after such withholding, equals the full amount of the payment then due; (b) shall timely pay to the relevant taxation authority the full amount required to be withheld in accordance with applicable law; and (c) shall furnish Qsweep.com as soon as practicable (but in no event later than thirty (30) calendar days post payment to the relevant taxation authority) an official receipt evidencing payment of the withheld amount to the relevant taxation authority.

11.4 “Taxation Authority” means any government, state, municipality or any local, provincial, state or other fiscal, customs, excise or taxing authority, body or official anywhere in the world with responsibility for, and competency to, impose, collect, audit, assess, administer or levy any Taxes or make any decision or ruling in respect of any Taxes.

12. LIMITATION OF LIABILITY

12.1 THE Premium Subscription IS PROVIDED “AS IS” AND AT YOUR OPTION AND RISK AND NONE OF Qsweep.com, ITS AFFILIATES OR RELATED COMPANIES MAKE ANY GUARANTEE OR REPRESENTATION IN CONNECTION WITH THE RESULTS OF THE Premium Subscription. TO THE FULLEST EXTENT PERMITTED BY LAW, Qsweep.com SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF DATA, WHETHER IN CONTRACT, NEGLIGENCE, TORT OR OTHERWISE, ARISING FROM THE USE OR INABILITY TO YOUR USE OF THE SERVICES, OR THE DISCONTINUATION OF ANY OF THE SERVICES.

13. TERM

13.1 These Terms shall come into effect from the date the Premium Subscription is subscribed for and will remain valid for a period consistent with the Validity Period of your Premium Subscription membership, unless terminated according to Clause 14 below.

14. TERMINATION OF SERVICES

14.1 Qsweep.com shall be entitled to suspend or terminate the Premium Subscription immediately in the event of the following:

(a) breach of any material term or condition of these Terms, and fails to cure such breach within thirty (30) days after written notice;

(b) information provided for any Products are false or misleading;

(c) illegal use of the Premium Subscription, or if there are any valid judicial orders or judgments against you in respect of your use of the Premium Subscription;

(d) the content of the Product Information that is displayed infringes the intellectual property rights of third parties;

(e) you become the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; and

(f) you become the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within thirty (30) days of filing.

15. Force Majeure

Under no circumstances shall Qsweep.com be held liable for any delay or failure or disruption of the Premium Subscription resulting directly or indirectly from acts of nature, forces or causes whatsoever outside its reasonable control, including without limitation, events such as acts of God, Internet failure, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortage of labour or materials, terrorism, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties or any suspension or disruption of transportation or business operation (including but not limited to delays or disruption of the resumption of work or operation ordered by any government agency) in the event of a national or regional spread of epidemic or pandemic.

16. GENERAL RULES

16.1 These Terms are governed by and construed in accordance with the laws of the Republic of the Philippines without regard to any of its conflict of law provisions. You and Qsweep.com hereby agree to submit to the exclusive jurisdiction of the courts of the Republic of the Philippines for any disputes that arise out of your use of the Premium Subscription.

16.2 Qsweep.com shall not be responsible for any failure or delay in its performance under these Terms due to causes beyond its reasonable control, including, but not limited to, system failure, war, and riot.

16.3 If any provision of these Terms is held to be unenforceable for any reason, such provision shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to the maximum extent possible. In any event, all other provisions of these Terms shall be deemed valid and enforceable to the full extent possible.

16.4 The relationship between the parties is that of independent contracting parties. Nothing in these Terms shall constitute or be deemed to constitute a relationship of joint venture, partnership, franchise or similar arrangement between the parties.

16.5 If any provision of these Terms is held to be unenforceable for any reason, such provision shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to the maximum extent possible. In any event, all other provisions of these Terms shall be deemed valid and enforceable to the full extent possible.

16.6 If there is any conflict between the English version and another language version of these Terms, the English version shall prevail. Any non-English language version of these Terms is provided for reference purposes only.

16.7 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.