Maker's Terms & Conditions
Kindly go through the and read it carefully before using the website and services provided by YDAWI Online FZ LLC. They set forth the legally binding Agreement for your use of the website at www.ydawi.com (the “website”) and all services provided by YDAWI Online FZ LLC.
This Seller’s Agreement (hereinafter referred to as the "Agreement") is made and entered into as of the date of submition of the form called "Maker Application" by and between:
Ydawi Online FZ LLC, an e-commerce company
governed under the laws of United Arab Emirates, having its registered office located at In5, Dubai Internet City, Commercial license number 94543 (hereinafter referred to as "Ydawi")
"Maker's name" is a/an artist/company/etc. having his/her/its primary place of business located at
"Maker's Address" (hereinafter referred to as the "Ydawi Maker")
hereinafter referred to together as the “Parties” and individually as the “Party”.
WHEREAS:
Ydawi is an online marketplace located at the domain www.ydawi.com (hereinafter referred to as the “Website”) for selling artisanal handmade products.
Ydawi Maker produces such merchandise.
Parties desire to enter into this Agreement in order to (i)
ensure the marketing and display of the Ydawi Maker’s
handmade products on the Website and (ii) engage in a
commercial relationship to sell handmade products in the
UAE through the Website, in which Ydawi is entitled to
commission on each sold product.
The Parties wish to set forth, in the present Agreement,
the terms and conditions under which they will associate
with each other as established hereunder.
NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES
AND THE MUTUAL COVENANTS SET FORTH IN THIS
AGREEMENT, AND INTENDING TO BE LEGALLY BOUND,
THE PARTIES HAVE AGREED AS FOLLOWS:
1. Ydawi Maker’s Account
As this Agreement stipulates, Ydawi shall provide an
account to the Ydawi Maker on its Website. The Ydawi
Maker hereby represents and warrants that he/she is of
legal age to enter into a legally binding contract. In the
event that the Ydawi Maker is an entity, the individual
who opens the account must carry adequate authorization
to represent the entity. In order to open an account, the
Ydawi Maker must submit his/her name, contact
information, address and Tax Identification Number
(VAT number) if applicable. It is the Ydawi Maker’s
responsibility to keep the account information current at
all times.
Ydawi Maker shall not use the Website for any illegal
or unauthorized purpose, and shall not violate any
laws federal, state or local laws.
In the event that Ydawi Maker violates this Agreement or
any of the terms and conditions in connection to this
Agreement or fails to maintain the account current and in
good standing, his/her account may be temporarily
suspended or permanently closed. If Ydawi Maker
receives more than 5 poor reviews within 30 days, the
account shall be suspended for 2 weeks, aimed improve
the products and/or delivery process based on customers’
feedback. If Ydawi Maker receives another 5 poor
reviews consecutively within 30 days of reinstatement of
the account, it shall constitute a definite breach, and the
Agreement shall be terminated.
2. Ydawi’s Obligations
Ydawi shall comply with all applicable laws and
regulations.
Ydawi shall be obliged to create a customized store for
Ydawi Maker’s products on the Website. Ydawi
undertakes to maintain the said Website and create a userfriendly
control panel and interface for the Ydawi Maker.
Products that are aligned with Ydawi’s internal criteria
will be selected and marketed by Ydawi through
advertisement channels. Ydawi hereby agrees to provide
Ydawi Maker access to the markets that Ydawi operates
in.
Ydawi shall grant Ydawi Maker access to reporting tools
and growth advices and designate an account manager to
Ydawi Maker. However, the designation of an account
manager is not attached to a certain date and conditioned
on Ydawi’s business practices.
3. Ydawi Maker’s Obligations
Ydawi Maker hereby acknowledges that the products sold
on the Website shall only be handmade. Furthermore,
Ydawi Maker agrees to the following eligibility criteria
and shall conform with the following requirements:
(i) The fabric of the product shall only be
manufactured with natural fibers, made either by
hand; by non-mechanical, non-powered tools
held in the hand; or produced on looms powered
by hand or foot;
(ii) The products shall be made by hand; by
non-powered tools held in the hand; or where the
concession specifically allows, by machines
powered by foot or hand;
(iii) The products that are made wholly, or in
chief part by weight, shall consist of materials
traditionally used in the production of
handicrafts, and
(iv) The products that have an artistic or
decorative character shall be generally
comparable with traditional handmade products
of the country the products were made in.
Ydawi Maker agrees to provide excellent customer
service on the Website with a response time no later than
1 day from the date of customer’s submission of
complaint, comment or question. The pricing of the
products shall not be unfairly above the competitive price
range of similar products in the market.
Ydawi Maker agrees to authorize Ydawi to add the VAT
to the price of the product, collect it and pay it to the
government.
In the event of returned orders, VAT shall be refunded to
the customer by way of a tax credit note. It is an obligation
of the Ydawi Maker to provide the customers with a valid
Tax Credit Note.
Ydawi shall issue a complaint escalation process and
mediation between Ydawi Makers and the customer to
repair any damaged or faulty goods in the process of
shipping or upon receipt, provided that the damage is not
caused by the customer. However, in the event that the
item is damaged due to the customer’s fault, if the Parties
and customer agree, repairs can be made in exchange for
a fee charged to the customer.
4. Intellectual Property
During the term of this Agreement and following the
termination of this Agreement, Ydawi shall at all times
remain the sole and exclusive holder of all intellectual
property rights to/in all information, media, videos, the
website and all other assets (tangible and intangible)
related to the its business and the Website.
Ydawi Maker is not authorized to:
(i) Use the Ydawi trademark, name or any of our
other intellectual property (or any variations or
misspellings thereof or other term or terms
confusingly similar to any of the foregoing, all of
the foregoing), without Ydawi’s express prior
written permission;
(ii) Change hyperlinks provided by Ydawi;
(iii) Use Ydawi’s intellectual property in a domain or
website name, in any bids for keywords or
Google Ads (or similar programs at other search
engines), in any search engine advertising (paid
or otherwise), in any metatags, Google Ads (or
similar programs at other search engines), key
words, advertising, search terms, code, or
otherwise;
(iv) cause or create or act in any way that causes or
creates or could cause or create any initial interest
confusion over the use of Ydawi’s intellectual
property on the internet or in any search engine
advertising.
Ydawi Maker’s use of Ydawi’s intellectual property in
any manner, other than as expressly permitted hereunder
(in addition to being a breach of this Agreement) shall
constitute unlawful infringement of Ydawi trademarks,
copyrights or other intellectual property rights, and may
subject the Ydawi Maker to claims for damages, such as,
including without limitation, treble damages for knowing
or wilful infringement, and the obligation to pay Ydawi’s
legal fees and costs in connection with any action or
proceeding in which Ydawi seeks to enforce rights under
this agreement or with regard to any of our intellectual
property rights.
Ydawi Maker shall remain the sole and exclusive holder
of all intellectual property rights to/in all their handmade
products sold on the Website. Ydawi is hereby granted a
non-exclusive, perpetual, worldwide, sub-licensable,
royalty-free license to use Ydawi Maker’s content and
intellectual property on the Website for the purposes of
execution of this Agreement and marketing, for the
duration of this Agreement. Moreover, Ydawi is hereby
entitled to store, re-format, and display Ydawi Maker’s
content on the Website in any manner deemed appropriate
by Ydawi. Ydawi Maker agrees to hold harmless Ydawi
for any dispute concerning the use of Ydawi Maker’s
content and intellectual property.
5. Confidentiality
Parties jointly agree that all information including,
without limitation, the terms of this Agreement, business
and financial information, Ydawi and vendor lists, and
pricing and sales information, shall remain strictly
confidential and shall not be utilized for any purpose
outside the terms of this Agreement except and solely to
the extent that any such information is:
(i) Already lawfully known to or
independently developed by the
receiving Party;
(ii) Disclosed in published materials;
(iii) Generally known to the public; or
(iv) Lawfully obtained from any third party
any obligation of confidentiality to the
discloser hereunder.
Notwithstanding the foregoing, each Party is hereby
authorized to deliver the copy of any such information:
(a) To any person pursuant to a valid subpoena
or order issued by any court or administrative
agency of competent jurisdiction,
(b) To its accountants, attorneys, or other agents
on a confidential basis.
6. Severability
If any provision of this Agreement is held invalid or
unenforceable for any reason, the Parties agree that such
invalidity will not affect the validity of the remaining
provisions of this Agreement, and further agree to
substitute for the invalid provision a valid provision,
which most closely approximates the intent and economic
effect of the invalid provision.
7. Payment, Commissions and Records
Ydawi’s commission shall be 15% of each product sold
on the Website or through the Mobile App (hereinafter
called the “Commission”). The Commission will be
charged over the VAT exclusive prices displayed by the
Ydawi Maker on the Website. Ydawi has the right to
increase its commission with notifying Ydawi Maker.
Ydawi shall accept payments online via credit card, debit
cards, PayPal, and Cash on Delivery from customers on
behalf of Ydawi Maker, through the Website’s payment
portal. The Commission shall be deducted and the
remaining amount shall be payable to Ydawi Maker 14
days after each completed, invoiced customer transaction
(hereinafter called “Transaction”). The amount due shall
be released to Ydawi Maker’s account after 14 days,
provided that the Transaction and quality of the product
are not disputed by the customer.
If Parties mutually agree on a payment schedule for
delayed and unpaid fees, charges taxes and Commission
by Ydawi Maker, Ydawi shall designate a new due date
and notify the other Party in writing.
During the term and for a period of two years after
the termination of this Agreement, Parties shall keep their
accounting books and records (including personnel files)
that relate to this Agreement and maintain them in a
manner reasonably consistent with prior practices. On
reasonable notice from a Party, the other Party shall
provide reasonable access to books and records that relate
to this Agreement and allow the requesting Party to make
photocopies, during normal business hours.
If an audit reveals errors or discrepancies in books and
records, Parties shall promptly correct the error or
discrepancy, including refunding any over-payments or
making up any under-payments.
8. Limitation of Liability
Ydawi will not be liable for indirect, special, incidental,
or consequential damages, or any loss of revenue, profits,
or data, arising in connection with this Agreement, even
if Ydawi has been advised of the possibility of such
damages.
9. Representations, Warranties and Indemnity
Ydawi shall be solely responsible for the development,
operation and maintenance of the Website.
Ydawi hereby guarantees that each Transaction on the
Website is valid, genuine, unique and not fraudulent for
generating a Commission as provided in this Agreement.
Ydawi Maker shall defend, indemnify and hold Ydawi
and its subsidiaries and affiliates, and their directors,
officers, employees, agents, shareholders, partners,
members, and other owners harmless against any and all
claims, actions, demands, liabilities, losses, damages,
judgments, settlements, costs, and expenses (including
reasonable attorneys' fees) (any or all of the foregoing
hereinafter referred to as "Losses") insofar as such Losses
(or actions in respect thereof) arise out of or are based on
any claim that Ydawi’s use of the Ydawi Maker
intellectual property and content infringes on any
trademark, trade name, service mark, copyright, license,
intellectual property, or other proprietary right of any
third party, any misrepresentation of a representation or
warranty or breach of a covenant and agreement made by
the Ydawi Maker herein.
Ydawi makes no representation that the operation of the
website will be uninterrupted or error free and will not be
liable for the consequences of any interruptions or errors,
including the tracking of information about customers
during the period of interruption.
Ydawi shall be responsible for notifying Ydawi Maker of
any malfunctioning of the URLs or other problems with
the Website in accordance with the terms of this
Agreement. Ydawi Maker will respond in normal course
to all concerns upon notification.
Ydawi Maker shall not make any representations,
warranties or other statements concerning Ydawi to third
parties. Furthermore, Ydawi Maker acknowledges and
agrees that it has no authority to legally bind Ydawi in
relation to Website users or anyone else and that it has not
been appointed and is not the agent of Ydawi for any
purpose.
Ydawi Maker hereby represents and warrants to Ydawi as
follows:
(i) This Agreement has been duly and validly executed
and delivered by Ydawi Maker and constitutes
legal, valid, and binding obligation, enforceable
against Ydawi Maker in accordance with its terms.
(ii) Ydawi Maker is the sole and exclusive owner of
their products’ intellectual property and the content
on the Website and have the right and power to
grant to Ydawi the license to use its trademarks in
the manner contemplated herein, and such grant
does not and will not breach, conflict with, or
constitute a default under any agreement or other
instrument applicable to Ydawi Maker or binding
upon Ydawi Maker’s assets or properties, or
infringe upon any trademark, trade name, service
mark, copyright, or other proprietary right of any
other person or entity.
(iii) No consent, approval, or authorization of, or
exemption by, or filing with, any governmental
authority or any third party is required to be
obtained or made by Ydawi Maker in connection
with the execution, delivery, and performance of
this Agreement or the taking by Ydawi Maker of
any other action contemplated hereby.
(iv) There is no pending or, to the best of Ydawi
Maker’s knowledge, threatened claim, action, or
proceeding against Ydawi Maker, or any Ydawi
Maker of theirs, with respect to the execution,
delivery, or consummation of this Agreement, or
with respect to the Ydawi Maker’s trademarks, and,
to the best of the Ydawi Maker’s knowledge, there
is no basis for any such claim, action, or proceeding.
(v) During the term of the Agreement, Ydawi Maker
will not include content that is, in Ydawi’s opinion,
unlawful, harmful, threatening, defamatory,
obscene, harassing, racially, ethically, or otherwise
objectionable or are in violation of Ydawi’s terms
and conditions and policies in the Website.
10. Entire Agreement and Amendment
This Agreement sets forth the entire agreement and
understanding between the Parties for the purpose hereof.
Neither of the Parties shall be bound by any prior or
contemporaneous conditions, definitions, warranties,
understandings or representation with respect to such
purpose other than expressly provided herein. Parties can
amend and/or modify this Agreement in writing upon
mutual agreement.
Ydawi may modify any of the terms and conditions
contained in the Website at any time at its sole discretion.
Such modifications shall take effect when posted on the
Website.
11. Binding Effect
This Agreement shall be binding on and inure to the
benefit of the Parties and their heirs, personal
representatives, and permitted successors and assigns.
This Agreement shall not be more strictly interpreted
against any one Party than against any other Party.
12. Notice and Address
All notices, offers, acceptance and any other acts under
this Agreement shall be given in writing and delivered to
the addresses in person, via electronic mail (E-mail), by
receipted delivery, by facsimile delivery or, if mailed,
postage prepaid, by certified mail, return receipt
requested, as follows:
To Ydawi:
In5 tech, Dubai Internet City, Dubai, UAE
Or by e-mail to: info@ydawi.com
To Ydawi Maker, to Ydawi Maker's Emails address registered in the "Maker Application"
13. Assignments
Neither Party may assign, transfer or otherwise dispose of
this Agreement in whole or in part or any of its rights
hereunder to any person, individual, legal entity, firm or
corporation without the prior written consent of the other
Party.
14. Force Majeure
Neither Party shall be liable to the other for the failure or
delay in the performance of any of its obligations under
this Agreement when such failure or delay is due to fire,
flood, strike, riots, wars, embargoes, governmental laws,
orders or regulations, storms or other similar or different
contingencies beyond the reasonable control of the
respective Parties. If, as a result of legislation or
governmental action, any Party or Parties are precluded
from receiving any benefit to which they are entitled
hereunder, the Parties shall review the provisions of this
Agreement so as to try the best possible efforts to restore
the Party or Parties to the same relative positions as
previously obtained hereunder.
15. Term and Termination
The term of this Agreement will begin upon the Effective
Date and will end when terminated by either Party.
Commissions shall be eligible to be earned on
Transactions occurring during the term, and Commission
earned through the date of termination will remain
payable only if the orders for the related Ydawi Maker
products are not cancelled and comply with all terms laid
out in this Agreement.
In the event that Ydawi Maker violates either this
Agreement or Ydawi’s terms and conditions on the
Website, Ydawi Maker shall waive any right to any and
all accrued payments.
Parties can mutually terminate this Agreement. Either
Party may terminate this Agreement if the other party
materially breaches any material term or condition of this
Agreement and fails to remedy the breach within thirty
(30) days following written notice specifying the breach,
or the other Party ceases to conduct business in the normal
course, becomes insolvent or insolvency procedures
commence.
16. Governing Law and Jurisdiction
This Agreement shall be construed and enforced in
accordance with the laws of the United Arab Emirates.
The Courts of the UAE shall have exclusive jurisdiction
to settle any disputes which may arise out of or in
connection with this Agreement.
In WITNESS WHEREOF, the Parties hereby execute
this Agreement upon the Effective Date.