WELCOME TO SOUKCHIC

These Seller Terms and Conditions (the "Seller Terms") set out the terms and conditions on which our services are made available to you as a seller of products ("Seller") to third party customers ("Buyers") on www.soukchic.ae (the "Site") or on our mobile application (together defined as the "Platform").

The owner and operator of the Platform is Souk Chic LLC, a limited liability company registered in the United Arab Emirates ("UAE"), with its office located at Business Bay, Sobha Ivory 2, Second Floor, Dubai in the UAE ("we", "our" or "us").

Please read these terms carefully before you register as a Seller on our Platform. By registering as a Seller on the Platform, you are agreeing to be bound by these Seller Terms with immediate effect. These Seller Terms constitute a legally binding agreement for your use of the Platform to sell goods to Buyers and your use of all related services provided by Souk Chic LLC and/or its affiliates in connection with the Site (the "Seller Services") to each individual or legal person using the Seller Services.

Please note that all users of the Site are also bound by the Terms of Use applicable to our Site.

1. GENERAL

2. SELLER ACCOUNT

2.1 Your use of and access to the Platform and any Seller Services shall be conditional upon you maintaining your Seller Account in good standing with us. All Account Fees shall be payable on demand.

2.2 Failure to maintain the Seller Account in accordance with these Seller Terms and/or any violation of our policies may result in suspension of your Seller Account and/or the application of penalty payments as more particularly described in our Policies as may be amended and updated by us from time to time.

2.3 Any breach of our Policies by the Seller will result in the application by us, acting in its sole discretion, of the applicable penalty(ies) specified therein, including (without limitation) suspension of the Seller Account and termination of this contract.

2.4 We reserve the right to suspend or withdraw access to the Seller Account at any time in accordance with these Seller Terms.

3. CONSIGNMENT TERMS

3.1 The following terms are applicable to any Seller wishing to utilise the Platform and the Seller Services on a consignment basis. Save to the extent expressly stated, each Seller using our consignment service shall be bound by the remainder of these terms and conditions.

3.2 All products submitted by you for consignment with us will be subject to quality review prior to acceptance and/or at any time prior to delivery to the Buyer. Consignment services are available subject to a minimum submission of 10 product(s) unless otherwise agreed by us.

3.3 We reserve the right to reject any product(s) for sale on a consignment basis in our sole discretion and for any reason.

3.4 The Seller shall deliver all products to our warehouse or such other location in Dubai, UAE that we may specify from time to time, at Seller's own expense. Rejected and/or unsold products shall be collected by the Seller at Seller's expense.

3.5 We will store products for consignment sale for a maximum period of two (2) months, unless extended by mutual agreement between us and you.

3.6 Failure by the Seller to collect products from our warehouse within 30 (thirty) days of us issuing you with a notification to collect will result in forfeiture of legal title in such products in favour of us, and we reserve the right to sell or otherwise dispose of any such products without further notice to you and without any further liability to you whatsoever.

3.7 All products (excluding Prohibited Items) held by us pending sale by consignment are held at our risk and expense.

3.8 Limitation of Liability: Our liability in case of loss and/or damage to products held by us for consignment sale shall be limited to the cost price of the lost/damaged product(s).

3.9 Consignment Fees: You can view our schedule of consignment fees HERE [INSERT LINK].

4. SOUKCHIC'S ROLE

4.1 Payment Collection Agent. By participating in the Seller Services, you appoint us as your payment collection agent for the limited purpose of accepting funds from Buyers who are purchasing products from you via the Platform. All payment transactions made by a Buyer using the Seller Services will be deemed a payment made directly to you, and you will supply the purchased product or service for delivery to the Buyer in the same manner as if you have received payment directly from the Buyer. Our obligation to pay you is subject to and conditional upon successful receipt of the associated payments from Buyers. We guarantee payments to you only for such amounts that have been successfully received by us (or our affiliate) from Buyers. In accepting appointment as your limited payment collection agent, we assume no liability for your acts or omissions.

4.2 You authorize us to communicate with the Payment System Providers ("PSPs") and/or any other Third-party Service Provider on your behalf to provide or obtain any information for the purpose of providing the Seller Services.

4.3 Intermediary. We are not a party to the purchase agreement between you and the Buyer. We act as your payment collection agent for the limited purpose of accepting payments from Buyers on your behalf. We are an intermediary that facilitates the completion of the payment transaction between the Buyer and you. The facilitation of a payment transaction does not guarantee that:

1. A Buyer has sufficient funds available in the funding account used;
2. That the transaction will be authorized or processed; or
3. That the payment transaction will not later result in a chargeback or other reversal. We are neither acting as a trustee nor acting in a fiduciary capacity with respect to any payment transaction. We do not determine, advise or in any manner control the commercial terms of the payment transaction, including the price of products and services offered by you for sale on our Platform.

4.4 The Seller hereby appoints and irrevocably authorises us to market and make available the products for purchase by Buyers through the Platform. Notwithstanding the foregoing, we shall not:

1. Represent Soukchic as an agent of the Seller for any purpose; or
2. Give any condition or warranty on the Seller's behalf; or
3. Make any representation on the Seller's behalf;
4. Otherwise incur any liability for or on behalf of the Seller.

4.5 Logistics Service Provider. All logistics services for products sold via our Platform are provided by Souk Chic LLC or its affiliates.

4.6 Upon receipt of an order for a product via the Platform:

1. If the product is stored at our customer fulfilment centre we will pick, pack (in Souk Chic packaging material) and ship the product to the Buyer;
2. If the product is stored by the Seller, the Seller is required within [48 hours] to make the product available for collection by our delivery team at the collection location specified to us in your Seller Contract. Upon collection of the product and delivery to our customer fulfilment centre, we will inspect the product. We reserve the right to reject any product which does not meet the specifications provided in the product description, or is otherwise faulty, damaged or incomplete. Approved products will be packed (in Souk Chic packaging material), and shipped to the Buyer.
3. In all cases, we will provide customer service to the Buyer in respect of the product.

4.7 We accept full liability for foreseeable loss, damage or delay to delivery in respect of a product which is under our care that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill in picking, packing or delivering the product.

4.8 Storage Service Provider. We can provide storage services for products in quantities of not less than ten (10) stock keeping units. Storage fees will be charged on a per item basis at a rate of 40% (forty percent) of the sale price of each product, or as published on the Site from time to time.

4.9 For the avoidance of doubt, we will not accept for storage or otherwise any Prohibited Items.

4.10 The relationship between us and you is on a principal-to-principal basis. Nothing contained herein will be deemed to create any association, partnership, joint venture or relationship of principal and agent, or master and servant, or employer and employee between you and us or our affiliates, except for your appointment of us as your payment collection agent for the limited purpose of accepting payments from Buyers on your behalf. You will not, whether expressed or implied, create any such duty or obligation on our behalf. We have no connection or interest of whatsoever nature in your business or the products or services offered/marketed by you, including the products made available for sale on our Platform. We provide the Seller Services to you as an independent entity in accordance with these Seller Terms. You acknowledge and confirm that neither we nor our affiliates have control over your inventory of products or services.

4.11 Soukchic Certification. We reserve the right to provide Seller certification on our Platform as follows:

1. Seller Certification Badge - provided only when Seller Account Fees, including subscription fees, are fully paid up to date.
2. Seller Verification Badge - provided only for Seller stores with an Buyer rating of 4.5 or more.

5. ORDER PROCESS & DELIVERY

5.1 Orders for products may be submitted by a Buyer via the Site at any time.

5.2 All Prices are to be quoted inclusive of amounts in respect of value added tax (VAT) and any other applicable taxes.

5.3 The Seller shall ensure that the products are properly packed and secured for collection by our delivery team. Each delivery of products must be accompanied by a delivery note which shows the order number created on the Platform, the type and quantity of products (including the Soukchic code number of the products, where applicable). Delivery of products to Soukchic is completed on the collection of those products by our delivery team at the collection location as evidenced by the signed delivery note which will be presented for signature by our courier. Legal title in the products shall remain with the Seller until delivery of the products and acceptance by the Buyer.

5.4 If any Buyer rejects any products, they are returnable at the Seller's risk and expense following written notification from us to Seller. If the Seller fails to collect rejected products within a reasonable period after notification of the rejection, us may charge the Seller storage costs and sell or dispose of the rejected products. us will account to the Seller for the proceeds of sale (if any) after deducting the purchase price paid for the products, storage costs and its reasonable costs and expenses in connection with the sale.

6. PAYMENT TRANSACTION

6.1 The date of any Payment Transaction will be deemed to be the date on which the Buyer purchases the product or services from the Seller. For this purpose, the date of receipt of payment into your Settlement Account will not be relevant.

6.2 The Site will operate on a monthly payment cycle (Payment Cycle). Not less than once per Payment Cyle, and on the first business day (in Dubai, UAE) of each calendar month, we will calculate (i) all amounts due and owing to the Seller arising out of sales of the Seller's products on the Platform for the preceding calendar month (Monthly Sales), and (ii) any Account Fees, Storage Fees, bank transfer fees, penalties and any other amount incurred and remaining due and outstanding from the Seller to us (Monthly Fees). Payment will be made not later than by the fifth business day of Month X+1. We may at any time, without limiting any of our other rights or remedies, set off any liability of the Seller to us against any liability we have to the Seller.

6.3 We will remit the net payment for each calendar month (Monthly Sales less Monthly Fees) to the Seller's Settlement Account not less than once per Payment Cycle and not later than by the fifth business day of the following calendar month. For example, the net payment calculation for Month X will be completed on the first business day of Month X+1.

6.4 You will comply with all applicable rules, guidelines, directions, instructions, requests, etc. issued by Payment System Providers from time to time ("Payment Participant Rules"). You are responsible for keeping yourself up-to-date and compliant with all such Payment Participant Rules. For the avoidance of doubt, the Payment Participant Rules are between you and the respective Payment Participant. We are not liable for any actions or inactions of any Payment System Providers.

7. FEES

7.1 We reserve the right to revise our schedule of fees from time to time on provision of reasonable notice to the Seller. Such fees along with applicable taxes will be deducted from the Settlement Amount. Taxes will be itemized and reflected separately on the invoice issued by us to you.

8. SELLER WARRANTIES

8.1 The Seller warrants and undertakes that the products:

1. Will correspond with their description and any applicable specification;
2. Will comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, handling, sale and delivery of the products in all relevant jurisdictions including (without limitation) the United Arab Emirates;
3. and/or any component parts of a product are not Prohibited Items. For a list of Prohibited Items.

8.2 The Seller shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to perform its obligations as a Soukchic Seller, including with respect to any trade marks or similar ("Trade Marks") which are identifiable as part of the product or the product listing. The Seller shall provide copies of any such licences, permissions, authorisations, consents and permits as may be requested by us from time to time.

8.3 The Seller warrants that all information provided to us by the Seller is true and accurate.

8.4 The Seller undertakes to us that:

1. You will use the Seller Services only in accordance with these Seller Terms.
2. You will use the Seller Services in compliance with applicable laws.
3. You will, at all times, comply with the guidelines, regulations, policies and processes of your PSP ("PSP Guidelines"), the terms of which are incorporated into these Seller Terms by reference.

8.5 You undertake to maintain inventory of all products listed for sale on the Platform by you from time to time. If you do not comply with this obligation, we reserve the right to impose the following penalties: (a) (b) (c)

1. First offense: results in a written warning for the Seller
2. Second offence: automatic penalty of 500 AED deducted from your wallet
3. Third offence: Seller Account deactivation

8.6 You warrant that you will not exceed the permitted number of discount programmes in any given month, as advised by us from time to time. You are given the option to offer one discount of each category in each calendar month. Category 1: B1g1; Category 2: price discount 5-80%. This limit applies across your full product range and not on a per product basis.

9. PERMITTED USE

9.1 You will use the Seller Services only to: (a) accept payments in connection with a Payment Transaction initiated by a Buyer for a bona fide sale of your products, (b) communicate with and send offers to Buyers through the Platform and (3) link Buyers to your Seller Store.

9.2 You will not use the Services to process a Payment Transaction, or otherwise transfer money between you and a Buyer, that does not directly result from that Buyer's purchase of a product or service through the Platform.

9.3 You will not use the Seller Services (a) for illegal purposes, or in support of illegal activities, (b) to promote or facilitate an unlawful transaction or the sale or exchange of any unlawful or prohibited products or services, including (without limitation) products which are included in our Prohibited Items list [INSERT LINK] (c) in connection with content or activities that are deceptive or that are prohibited under our Policies and/or applicable law from time to time, (d) in any way that suggests that your business is endorsed by us, or (e) in any way that may damage the reputation of us and/or the Site and/or the Soukchic brand.

9.4 We may, at any time, require you to certify in writing that you are not using the Seller Services for any of the above prohibited uses and that you are not engaged in any banned or prohibited business. In such event, you must provide a written declaration to this effect in such format, together with such supporting documents as may be prescribed by us from time to time. 9.5 We may use third-party providers to provide the Services ("Third-party Service Providers"). In order to use the Seller Services, you may be required to agree to additional terms and conditions from such Third-party Service Providers. We shall not be responsible for any compliance of the said terms either by you or by the Third-party Service Provider, nor for any action or inaction of such Third-party Service Provider.

10. INDEMNITY

10.1 The Seller agrees to indemnify, defend and hold harmless Souk Chic LLC, its affiliates, and their directors, officers, owners, agents, co-branders or other partners, employees, licensors, licensees, consultants, contractors and other applicable third parties (collectively "Indemnified Parties") against all claims, demands, causes of action, debt, liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) (collectively "indemnified liabilities") suffered or incurred by the Indemnified Parties as a result of or in connection with:

1. Any claim made against us for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the supply or use of the products and/or the use of the Trade Marks to the extent that the claim is attributable to the acts or omissions of the Seller, its employees, agents or subcontractors;
2. Any claim made against us by a third party for death, personal injury or damage to property arising out of or in connection with defects in or use of the products, to the extent that the defects in the products are attributable to the acts or omissions of the Seller, its employees, agents or subcontractors; and
3. Any claim made against us by a third party arising out of or in connection with the supply of the products, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the contract of sale with the Buyer by the Seller, its employees, agents or subcontractors.

10.2 The Seller further agrees to indemnify, defend and hold harmless the Indemnified Parties, and any third-party payment service provider from and against any indemnified liabilities arising out of or related to:

1. Your use of the Seller Services including any refunds or chargebacks and any third-party claims arising out of your use of or otherwise in relation to any data you receive as a result of your use of the Seller Services;
2. Your violation of these Seller Terms or the Site Conditions of Use; and/or
3. Any dispute or litigation arising out of your actions or omissions in relation to the Seller Services.

11. LIMITATION OF LIABILITY

11.1 Save as expressly provided in these Terms and Conditions or as otherwise provided by law, we shall not be liable to you or any third party for loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss of use or corruption of software, data or information; loss of or damage to goodwill; and indirect or consequential loss.

12. COMPLIANCE WITH RELEVANT LAWS AND POLICIES

12.1 In performing its obligations under the Contract, the Seller shall comply with all applicable laws, statutes, regulations and codes from time to time in force.

12.2 We may immediately terminate the Contract for any failure to comply with the provisions of this clause 10

13. SUSPENSION & WITHDRAWAL OF ACCESS

13.1 Without limiting its other rights or remedies, us may suspend or stop providing the Seller Services to you, immediately and without any notice if you do not comply with these Seller Terms or the Site Conditions of Use, or if we are investigating suspected misconduct or other breach of these Seller Terms. Us reserves the right to suspend or terminate your use of the Seller Services, without liability to you or any third party.

13.2 Suspension and/or termination of this Contract of Use shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination.

14. SERVICE AVAILABILITY

14.1 We may, without notice and without liability, change, suspend or discontinue any aspect of the Seller Services at any time, including hours of operation or availability of the Seller Services or any feature thereof. Us may, without notice and without liability, (a) impose limits on certain features or restrict access to parts or all of the component services under the Seller Services; (b) decline to process any Payment Transaction; (c) block any communication sent by you to an End User, that does not comply with these Seller Terms and/or the Conditions of Use.

14.2 We do not warrant that the operation of the Seller Services will be uninterrupted or error free, and us will not be responsible for any service interruptions (including power outages, system failures or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of payment transactions).

15. CONFIDENTIALITY

15.1 The Seller undertakes that it shall not at any time during this Contract, and for a period of five (5) years after ceasing to use the Seller Services, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of us or its affiliates except:

1. To its employees, officers, representatives or advisers who need to know such information for the purposes of the Seller Services;
2. As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

16. PRIVACY

16.1 For information on how we treat your personal data and protect your privacy when you use the Seller Services, including the Seller Services, please read our PRIVACY NOTICE and PRIVACY POLICY, which you can find in soukchic.ae website. By using the Seller Services, you agree that us can use such data in accordance with our PRIVACY POLICY.

17. USE OF BUYER INFORMATION

17.1 "Buyer Information" includes (i) any information that directly or indirectly identifies a natural person; or (ii) information that is not particularly about an identifiable individual but, that can be an artificially legal person or indirectly identify a natural person (for example the Buyer's bank account or payment instrument information).

17.2 Your use of any Buyer Information provided to you or otherwise obtained by you through the Seller Services will comply with applicable laws, your agreements with your Payment Service Provider, your own privacy policy(ies), Payment Participant Rules (if applicable) and any other applicable rules.

17.3 You will use User Information only to (a) process the then current transaction; (b) perform any post-transaction activities for that Payment Transaction (e.g., chargeback or refund); and/or (c) send offers to Users through the Seller Services; unless that User has expressly consented to allow you to use his or her information for other purposes.

18. GOVERNING LAW & JURISDICTION

18.1 The Contract of Use, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of the Dubai International Financial Centre (DIFC).

18.2 Each party irrevocably agrees that any dispute arising out of or in connection with this Contract of Use, or its subject matter, formation, validity or termination (including non-contractual disputes or claims), shall be referred to and finally resolved by the DIFC Courts.

Prohibited Items

• All kinds of narcotic drugs or substances
• Products and items related to gambling, including gambling tools and machinery
• Original engravings, prints, lithographs, sculptures and statues in any material
• Radiation polluted objects and substances
• Printed publications, oil paintings, photographs, pictures, cards, books, magazines, stone sculptures and mannequins which contradict Islamic teachings, decencies, or deliberately imply immorality or turmoil
• Any other goods, the importation or distribution of which is prohibited under the authority of U.A.E.

customs laws or any other laws in the country

• Forged or counterfeit currency
• Human body parts or products except for hair from a human for the purpose of wig and extension-based products
• Home-made foods
• Adult products
• Alcohol or products related to the production of alcoholic beverages
• Live animals, plants, fertilizers and insecticides
• Firearms, bullets, weapons, and knives (except for kitchenware)
• Restricted and controlled medicines and drugs or prescription drugs
• IDs and Licenses
• Tobacco, e-cigarettes, electronic hookah
• Counterfeit goods of any nature

Note: We reserve the right to reject for listing any product which we, in our sole discretion, deem unsuitable for sale on the Site.

Note: Sellers who list prohibited items or content can have their selling permissions removed, either temporarily or permanently.