Terms and Conditions for Sellers

Cooperative Development Authority

Co-opBiz

TERMS OF SERVICE

(Merchant/Sellers Cooperative)

Confidential

the Cooperative Development Authority (CDA).

Please read carefully these Terms of Service (Merchant Cooperative) including its annexes (“Terms”). These Terms govern your use and access to the Cooperative Development Authority (CDA) Co-opBiz E-Commerce Platform as a Merchant Cooperative (“you”, “your”). The Merchant Cooperative by registering for and using the services of these platform, you agree to be bound by these terms, and all policies of the platform available at the website and are incorporated by reference on the date you click the “I Accept or I Agree” button or any other similar button to complete your online sign-up process to become a Merchant Cooperative on the Platform (“Effective Date”).

I. Acceptance and Amendments
Any cooperative through its authorized representative who wants to access the Platform and use the Services to sell Products must accept these Terms and the Policies. You shall provide a copy of any documents requested by CDA Co-opBiz upon entering into the Terms by uploading the same to Merchant Control Panel. CDA Co-opBiz may verify these documents and other submitted information prior to approval.

Revisions/Amendments. CDA Co-opBiz may change any of these Terms, Procedures and Policies governing the Services, the Platform or Merchant Control Panel at any time. These changes will take effect seven (7) days after publication on the Platform, Merchant Control Panel, or other form of notification to you. You are responsible for reviewing notices and policies, and your continued use of the Services, the Platform, and/or Merchant Control Panel following the changes taking effect will constitute your acceptance of such changes. If you do not agree to any such changes, you must stop using the relevant Services, the Platform, and Merchant Control Panel (except to the extent required in the Terms), and contact CDA Co-opBiz Support Center on Merchant Control Panel to deactivate your Merchant Account upon which these Terms will be terminated. For the avoidance of doubt, newer versions of the Terms supersede older versions, unless otherwise agreed by CDA Co-opBiz.
II. Services & Fees
CDA provides a platform for Merchant Cooperatives to offer Products for sale to Buyers, and for Merchant Cooperatives to complete transactions with Buyers. Except as set out in the Terms, and to the extent permitted by applicable law, CDA, CDA Co-opBiz is not involved in the actual transaction between Merchant Cooperative and Buyers nor is CDA Co-opBiz obliged to verify the accuracy, completeness and legality of the Merchants Content published on the Platform. As a vendor of the Products, it is your responsibility to ensure the sale is legal, accurately describe the Products, and the Products are packaged, shipped, warranted and fulfilled in respect of all sale and after sale obligations required by law or by trade. You use the Services, the Platform and Merchant Control Panel at your own risk.

The Services provided by CDA Co-opBiz (or its designated providers) under these Terms are classified as:

(a) General Services (“General Services“) consisting of:

(i) providing support services enabling your listing and publishing of Merchant Content regarding the Products you offer for sale on the Platform;

(ii) providing the Platform for you to offer Products for sale;

(iii) limited Buyer care services, including coordinating and answering Buyer enquiries and processing returns;

(iv) Order processing;

(v) logistics coordination and related services;

(vi) collection, reconciliation and execution of all Sales Proceeds; and

(vii) other services ancillary to the Services.

The General Services include CDA Co-opBiz providing information to you in relation to each Order as necessary under these Terms. You agree that CDA Co-opBiz may provide you with electronic copies of documents or any other documents for compliance with applicable laws; and

(b) Additional Services (“Additional Services“) We may, under terms and conditions agreed to in the Policies, and/or in a separate agreement, offer you the option to purchase goods and services provided by us and/or third parties, such as Sales Traffic Activities. We may at any time prescribe and amend the terms of Additional Services in accordance with these Terms.

Free Services: The general use of the platform is for free to all duly registered cooperative who have passed our screening and validation in consideration of the provision of Services, however, option to purchase goods and services provided by us and/or third parties, such as _________,__________,___Sales Traffic Activities may be availed by the Merchant Cooperative.
Settlement. Unless otherwise agreed in writing, settlement ______________________________________.

III. Sales Proceeds – Payment

You authorize _________________ ( its designated payment systems providers) to (a) collect the Sales Proceeds and in general any sums due or owing under these Terms and hold the same; (b) calculate and process customer payments, refunds, and adjustments; (c) remit the Net Proceeds; and (d) pay to ______________ , to ____________Affiliates, and to third parties (including Buyers) any amounts you owe to them in relation to your use or transactions on the Platform. You acknowledge and agree that payments may be collected from Buyer through authorized service providers (such as logistics providers or offline payment channel operators).
Treatment of Sales Proceeds. You agree that Buyers satisfy their obligations to you as regards the Buyer Contract when _____________ (or its designated payment system providers) receives the Sales Proceeds. The obligation of _________________ (or its designated payment system providers) to remit funds received by ___________________ on your behalf is limited to the Net Proceeds (which is the Sales Proceeds minus any sums owed by you to ________________,________________ Affiliates or third parties in relation to your use or transactions on the Payment Gateway, and subject to any chargeback, reversal, refund, withholding for anticipated claims and/or deduction in accordance with these Terms and the Policies). The Payment will represent an unsecured claim against _____________________. For the avoidance of doubt, you will not receive interest or any other earnings on Sales Proceeds or Net Proceeds.
No responsibility. CDA Co-opBiz (or its designated providers) will have no responsibility with respect to the legality of transactions occurring between Merchant Cooperatives and Buyers relating to the Orders made through the Platform.
Remedies and No Waiver. __________________ may (or may request its designated payment systems providers to) delay, suspend or cancel any Payment if __________________________ reasonably concludes that your actions and/or performance in connection with these Terms or the Buyer Contract are likely to result, or have resulted, in a breach of any provision of these Terms or the Policies and/or any failure to perform any due obligation under these Terms, any disputes, chargebacks or other third party claims (including Buyer claims), or if there are any sums owed by you to _____________, _____________ may withhold Payment for the longer of: (a) 90 days; (b) the completion of any investigation regarding your actions or performance; or (c) the resolution of any dispute. Where a Payment is cancelled, such Payment shall be forfeited to _____________________ and you give up all claim and right to such monies. Any Payment made by _______________ to you will not in any way be considered as a waiver of ________________ rights under these Terms.
Late Payment Interest. Without prejudice to any other rights and remedies which ________________ has against you, if any sums payable by you to ________________ under the provisions of these Terms shall become due and be unpaid, you shall pay to _________________ the Late Payment Interest, calculated on daily basis from the payment due date until such money is actually received by ________________.
Withholding Tax. To the extent required by applicable laws, _________________ may (or may request its designated providers to) withhold any and all taxes, duties, fees and other charges in connection with any Order, Payment or otherwise under these Terms or the Buyer Contract. If __________________ is required under applicable laws to deduct or withhold any sum as taxes imposed on any amount due or payable to you, ________________________ will make such deduction or withholding as required and the amount payable to you will be reduced accordingly. ________________________ will provide you with a document proving that amounts deducted refer to withholding taxes applicable to you. If ________________________ is held liable for any taxes or tax compliance costs in connection with the Sales Proceeds and/or the Payments, you shall indemnify ___________________ for such tax liability or tax compliance costs irrespective of when such tax liability is assessed.
Unless otherwise agreed in writing, Payments will be made by Payment System Provider to you in accordance with the terms of agreement and our Policies. The Order status on Merchant Control Panel may be subject to delays on weekends, public holidays, caused by third parties, or factors outside of Payment Systems Provider reasonable control.
For the avoidance of doubt, coupons or other unilateral discounts provided by Merchant Cooperatives to Buyers are not considered in the Fee calculation. Any taxes, including Consumption Tax, payable as regards the Services, will be imposed on top of the Fee and will be paid by you.
IV. Access to Services and Tools
Access to Merchant Account. You are responsible for supplying and authorizing access to your Merchant Account to your authorized personnel, and for ensuring that any person filling in or signing any document, operating the Merchant Account, or handling the Products, on your behalf (other than a CDA Co-opBiz employee, contractor or agent specifically mandated by CDA Co-opBiz) has full power and authority to do so on your behalf. All actions taken by any person accessing or using the Merchant Account, Services or Tools on your behalf shall be deemed duly authorized unless you have given CDA Co-opBiz advance written notice of such person’s lack of authority.
Accuracy of Merchant Account Information. You are responsible for ensuring that all information (including email and bank account details) provided or made available by you or your authorized personnel on Merchant Account is accurate and complete at all times. You shall bear all consequences ensuing from any incorrect information provided and CDA Co-opBiz shall have no responsibility to verify any information, take any steps to rectify the situation, or remit any Payment to you.
CDA Co-opBiz Rights
CDA Co-opBiz Rights. If the Products or your behavior on the Platform do not comply with these Terms, the Policies, applicable laws or for any reasonable cause, CDA Co-opBiz may at any time (a) delay or suspend listing of, or to refuse to list, or to de-list any or all Products; (b) cancel or suspend any promotion, pricing or traffic benefits; (c) reset your merchant store name; (d) withhold (or request its designated payment system providers to withhold) amounts in your Merchant Account, and such amounts may be applied towards refunds to entitled Buyer, and any costs, fees, penalties or fines imposed by any competent authorities; (e) allow a Buyer to cancel an Order because the Platform or the Products are unavailable following the commencement of a transaction; and/or (f) require you to pay an Administrative Fee/Default Fee and any costs, fees, penalties or fines imposed by any competent authorities.
Deactivation of Merchant Account. CDA Co-opBiz may deactivate your Merchant Account with immediate effect and request designated payment system providers withhold all outstanding payables to you if (a) you breach any obligations under these Terms, the Policies or applicable laws relating to Intellectual Property Rights; (b) you sell counterfeit products or products prohibited from use, distribution or sale under applicable laws; (c) breach any applicable laws; (d) you accumulate the maximum number of non-compliance points as set out in the Policies; and/or (e) you use the Platform, the Services and Merchant Control Panel in a fraudulent manner.
Compliance Purposes. For the purposes of prevention of fraud, compliance with applicable laws or these Terms, or other commercially reasonable reasons, CDA Co-opBiz may impose order value or transaction limits on your Merchant Account and/or your Product listings; and/or open and inspect any Product and any storage, facility and/or warehouse in which the Products are stored.
Third Party Service Providers. CDA Co-opBiz may work with and/or use the services of its designated providers or other third party service providers in connection with the Services.
Variation of Order. CDA Co-opBiz may reject any particular form of Order or payment for the Goods, and not honor or accept any discounts, coupons, gift certificates, or other offers or incentives made available by you to Buyer.
Treatment of Orders. CDA Co-opBiz may withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or unilaterally cancel any Order. You will stop and/or cancel orders of Products if so asked by CDA Co-opBiz (unless you have transferred the Products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). Where you have already received the Sales Proceeds, you will refund any Buyer that has been charged for an Order that CDA Co-opBiz has stopped or cancelled.
Risk of Credit Card Fraud. you will be required to bear the risk of credit card fraud (e.g. fraudulent purchases arising from the theft or unauthorized use of a Buyer’s credit card information) occurring in connection with the Order, including: (a) Orders that you do not fulfil in accordance with the Order information, or (b) any fraud directly or indirectly linked with you. You will bear all other risk of fraud or loss, including any losses suffered by CDA Co-opBiz, its Affiliates, and/or its partners, for any breach of your warranties and undertakings per under these Terms. You will promptly inform CDA Co-opBiz of any changes to the nature or specifications of the Products or any pattern or behavior of fraudulent or other improper activity with respect to any of the Products that may result in a suspicion or higher incidence of fraud or other impropriety associated with transactions involving the Products.
Sales Traffic Activities. CDA Co-opBiz may subject the Products or you to Sales Traffic Activities, use mechanisms that rate, or allow Buyers to rate or review the Products and/or your performance as a seller and CDA Co-opBiz may make these ratings and reviews publicly available.
Merchant Cooperative Representations, Warranties and Undertakings
General Undertakings: By using the Services and Tools provided by us or a CDA Co-opBiz Affiliate, you undertake, represent and warrant that:

(a) you shall (i) comply with all applicable laws and regulations, including all anti-bribery, anti-corruption and tax laws relating to your activities; (ii) be responsible for and pay all taxes and other charges arising out of or associated with these Terms or the Buyer Contract; and (iii) obtain all necessary rights, licenses, permits, or approvals required for the offer, advertising, and sale of the Products on or through the Platform;

(b) you shall comply with these Terms, the Policies and any additional terms, including any end user license agreement;

(c) you shall include all information and supporting documents required by applicable law including issue a valid invoice to the Buyer, and ensure that any information provided under these Terms is accurate, current, complete and is not misleading;

(d) you shall fulfil all Orders for Products at their stated quantity, price and set turn-around times to Buyers and be responsible for any error in the Listing Price;

(e) you shall not infringe any Intellectual Property Rights;

(f) you shall not post, display or disclose any materials which infringe the Policies;

(g) you shall not use or allow anyone to use the Platform, the Services and Merchant Control Panel in an unlawful, inaccurate, misleading, false, fraudulent, defamatory, trade libelous, or otherwise unsuitable manner including:

(i) opening multiple shops or duplicating stock keeping units on the Platform without CDA Co-opBiz’s approval;

(ii) generating fraudulent, repetitive or otherwise invalid clicks, impressions, queries or other interactions, whether through the use of automated applications or otherwise;

(iii) conducting activities such as gambling, sweepstakes, raffles and lotteries or participate in any activities related to so-called pyramid or Ponzi schemes, or any other illegal, immoral or antisocial activities;

(iv) purchasing items sold on the Platform for commercial use or for use on behalf of a third party;

(v) being a party to any transaction which is not for the bona fide sale and purchase of Products (for example, where the primary or associated purpose is for (A) the encashment of vouchers, codes, and/or rebates; (B) gamification for the purpose of accumulation of any rebates, loyalty points, and/or credit and/or cycle-selling operations etc.; and (C) any other act that constitutes cheating (including reselling, re-purchase of your own Products, and re-directing sales);

(h) you shall not access content and information that concerns any party other than you, transmit unsolicited communications, interfere with the proper working of the Platform or Merchant Control Panel, transmit any viruses, Trojan horses, or other harmful code, or attempt to bypass any mechanism used to detect or prevent such activities;

(i) you shall not intentionally expose CDA Co-opBiz and/or Affiliates, and our respective officers, employees, directors, contractors, partners, agents, subcontractors, representatives etc., to undue risk or otherwise engage in activities that CDA Co-opBiz determines to be harmful to CDA Co-opBiz and Affiliates’ operations, reputation, or goodwill; and

(j) ensure that the Listing Price for any Products offered to Buyers is at least as favorable as the price offered by you outside the Platform on other online channels for the same product in like or lesser quantities.

Undertakings in relation to Products: You undertake, represent and warrant that:

(a) the Products are of merchantable quality, fit for their purpose, free from defects, and conform to their listed specifications;

(b) the Products and their offer for sale are not prohibited and comply with applicable laws (including all minimum age, marking and labelling requirements, product warranties, specifications and performance criteria) and conform with the Policies;

(c) you will include all legally required documentation in relation to the Products (including warranty card, warranty information and invoice) and update the same when legally required, and shall provide CDA Co-opBiz and/or Buyer any such document upon request;

(d) you have full unencumbered title in the Products and in any materials incorporated in the Products and all the Products are supplied free of all liens, charges or other security interests;

(e) the Products are not (i) Prohibited and Controlled Products; (ii) Inadequate Product; (iii) expired (or soon to be expired) Products; or (iv) counterfeit Products;

(f) you shall provide CDA Co-opBiz with any documentation and information supporting your right to sell the applicable Products, including the right, license and/or permit to sell such Products, any documentation giving you the right to distribute the Products, and if needed, the notarized copy, invoice or other proof thereof at your cost;

(g) in case of sale of refurbished Products, imported Products, white label Products, or non-OEM Products, you must comply and strictly follow CDA Co-opBIz specific content requirements and the specific guidelines defined for such Products on the content production manuals; and

(h) you shall comply with standard operating procedures, import procedures, weight restrictions, size restrictions and other shipping and packaging requirements under the Policies and/or applicable law.

Undertakings in relation to Merchants Contents: You acknowledge, undertake, represent and warrant that:
you are the owner or have lawful rights with respect to the use of Intellectual Property Rights concerning the Products and the Merchants Contents and you are not aware of any claims made by any third party with regard to any alleged or actual Intellectual Property Right infringement or other claim, demand or action resulting from the Merchants Content, advertising, publishing, promotion, manufacture, sale, distribution or use of the Products;
the Merchant Contents are not prohibited and comply with applicable laws (including all minimum age, marking and labelling requirements, product warranties, specifications and performance criteria, etc.) and conform with the Policies;
you will not use any intellectual property belonging to us and/or Affiliates without CDA Co-opBiz’s prior approval in writing (including participating in actions such as reverse engineering, reverse compiling or otherwise deriving the underlying source code or structure or sequence of any CDA Co-opBiz solution or technologies, deleting or altering author attributes or copyright notices, and/or fail to obtain all required permissions when using the Platform to receive, upload, display, distribute, or execute programs or perform other works protected by intellectual- property laws);
you will provide Merchant Content that is accurate, up to date and in accordance with the Policies (including proper categorization in accordance with the Policies, availability status, stock level and Listing Price of the Products). The Merchant Content must include all text, disclaimers, warnings, notices, labels or other indications required by law to be displayed in connection with the offer, merchandising, advertising or sale of the Products and may not contain any sexually explicit, defamatory or obscene materials, or any of yours or a third-party’s marketing material;
Merchant Content must be provided in English and/or to the extent required by applicable law, in the language of the countries in which the Products are listed for sale through the Platform. CDA Co-opBiz may arrange for the translation of the Merchant Content into local language of the country in which Products are listed for sale through the Platform but CDA Co-opBiz is not required to verify the accuracy of the translation process and shall not be liable for any errors or omissions arising from translation;
you will not 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 you have the right to publish the Merchant Content and have the right and license to sell such Products under applicable laws;
you grant CDA Co-opBiz and Affiliates a royalty-free, non-exclusive, and worldwide right and license to use, reproduce, display, modify, and re-format any and all of the Merchant Content provided by the Merchant Cooperative strictly in accordance with the Merchant Cooperative’s instructions and/or requirements, for the purpose of operation of the Platform or performance of the services under this Agreement;
CDA Co-opBiz may determine the use and placement of Merchant Contents, and the structure, appearance, design, functionality and all other aspects of the Platform, the Services, and if any, the Sales Traffic Activities;
CDA Co-opBiz may use mechanisms that rate, or allow Buyers to rate or review, your Products and/or your performance as a seller and we may make these ratings and reviews publicly available. CDA Co-opBiz shall not be responsible for the reviews and ratings generated by the mechanisms or Buyers, in respect of any Products and/or your performance;
these Terms confer on you no rights of ownership or title, license, or other Intellectual Property Rights in any tangible or intangible property, including software (e.g. the Platform, Merchant Control Panel and any application programming interface or other software) and data (e.g. sales data, performance data, Buyer data, Merchant Center data and Merchant Control Panel name) used, obtained or created under these Terms. If such rights were nevertheless to have accrued to it for any reason whatsoever, you assign, dispose or otherwise transfer (and effect the transfer of) the full and exclusive ownership of all such rights to CDA Co-opBiz or any other party designated by CDA Co-opBiz, free of charge; and
nothing herein contained will be deemed to limit or restrict our or any third party’s rights to assert claims for violation of any Intellectual Property Rights against you.
Additional Representations and Warranties: Use of the Services, the Platform, and Merchant Control Panel is limited to parties that can enter into and form contracts under applicable law. You represent and warrant that:
In the case of a cooperative: (i) you are, and will remain at all times, a cooperative duly organized, registered, validly existing and in good standing with the Cooperative Development Authority and under the laws of the Republic of the Philippines; (ii) you have full power, capacity and authority to enter into and perform your obligations under the Terms; and (iii) any information provided or made available by you or your Affiliates is at all times accurate and complete;

You and any person or entity that has a financial interest in your cooperative business, or any person or entity acting on your behalf: (i) have no affiliation with any CDA Co-opBiz employee which may result in a potential or actual conflict of interest; (ii) have not been barred or otherwise prevented from selling on CDA Co-opBiz; or (iii) have not been involved in any lawsuit or claim that has a bearing on the Terms.
Continuing Obligations. You undertake and warrant that all your representations, warranties and undertakings in the Terms will be fulfilled and will remain true and correct at all times. In the event any of them become unfulfilled, untrue or incorrect, you will promptly inform CDA Co-opBiz of the same and rectify the situation to CDA Co-opBiz’s satisfaction (without prejudice to any other rights or remedies of CDA Co-opBiz).

VII. Confidential Information

Restriction on Disclosure. The recipient of any Confidential Information will not disclose that Confidential Information, except to Affiliates, employees, and/or agents who need to know it and who have agreed in writing to keep it confidential. The recipient will ensure that those people and entities use Confidential Information only to exercise rights and fulfil obligations under the Terms and keep the Confidential Information confidential. The recipient may also disclose Confidential Information when required by law after giving the discloser reasonable notice and the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure.
Survival of Obligations. The rights and obligations of the parties under this Clause shall survive the termination of the Terms.

VIII. Personal Data and Buyer Information

Use and Processing of Personal Data. You undertake, represent and warrant that you will use and process Personal Data (in particular, the Personal Data of Buyers):

(a) only for the purpose of the execution of these Terms or Buyer Contract and not disclose it to third parties;

(b) in accordance with the requirements under the Data Privacy Act and applicable personal data protection laws and the Policies;

(c) in a manner that ensures CDA Co-opBiz remains in compliance with the requirement under the applicable personal data protection laws; and

(d) you will not sell, assign, license, publish, lease or otherwise commercially exploit any such information or utilize such information in any manner for your own benefit or carry out any data mining, data compilation or data extraction for the purposes of statistical or trade analysis or otherwise.

You further warrant that you have implemented sufficient security measures to ensure that the Personal Data is securely kept and maintained as required by the applicable personal data protection laws and you agree to be subject to the necessary audits undertaken by CDA Co-opBiz to ensure compliance of the above warranties and to immediately inform CDA Co-opBiz of any Personal Data incident upon becoming aware of the same.

Rights to Information. CDA Co-opBiz will own all information regarding Buyers, Orders and the supply of the Services, including payments, Fees, disbursements, refunds, cancellation penalties, adjustments, etc. and CDA Co-opBiz will not be liable to pay any royalties or fees to you in connection with the use of any such information.
IX. Liability – Limitations & Indemnification
No liability for inaccuracies or errors. The Platform, Merchant Control Panel, the Services and the Additional Services are provided on an “as is” basis. Any information and any materials provided by or through the Platform, Merchant Control Panel, the Services and the Additional Services may contain errors and CDA Co-opBiz and its Affiliates expressly exclude liability for any such errors to the fullest extent permitted by applicable laws. Any link found on the Platform, Merchant Control Panel or the Tools is provided for your convenience and for further information. It does not signify that CDA Co-opBiz endorses the contents thereof and CDA Co-opBiz has no responsibility for the content of external links.
No liability for unavailability. You acknowledge that the availability of the Services, Platform, Merchant Control Panel is subject to:

(a) availability of resources, including resources under the control of CDA Co-opBIz and availability of a suitable network infrastructure;

(b) geographic and technical capability of communication networks and other delivery systems;

(d) you meeting the technical requirements for accessing Merchant Control Panel from time to time.

No warranties. Except as expressly provided for in the Terms, CDA Co-opBiz makes no other representations or warranties of any kind, express or implied, including:

(a) implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement;

(b) that the Platform, Merchant Control Panel, the Services or the Additional Services will meet your requirements, will always be available, accessible, uninterrupted, timely, secure, or operate without error;

(c) that the information, content, materials, or products included on the Platform or Merchant Control Panel will be as represented by CDA Co-opBiz or that CDA Co-opBiz or the Buyers will perform as promised;

(d) any implied warranty arising from course of dealing or usage of trade; and

(e) any obligation, liability, right, claim, or remedy in tort

Correction of documents or content. Any typographical clerical or other error or omission in any acceptance, invoice, Merchant Content or other document on the part of CDA Co-opBiz shall be subject to correction without any liability for CDA Co-opBiz.
You will defend, indemnify and hold CDA Co-opBiz and its Affiliates, and our respective officers, employees, directors, contractors, partners, agents, subcontractors and representatives, harmless from, and at CDA Co-opBiz’s option defend CDA Co-opBiz against, any and all Claims arising out of, or related to:
any actual or alleged breach of your undertakings, representations, warranties, or obligations set forth in the Terms or the Buyer Contract;
any incorrect, misleading, or erroneous information provided to CDA Co-opBiz or any third party in connection with the Services or Additional Services;
any non-compliance by you with any applicable laws or the Policies, including any losses in respect of shipment of Prohibited and Controlled Products;
any tax compliance costs or tax liability in connection with your activities, arising out of your non-compliance with the applicable tax laws; or
your own website or other sales channels, the Products, any Merchant Contents, the advertisement, offer, sale or return of the Products, any actual or alleged infringement of any Intellectual Property Rights by the Products or the Merchant Contents, or seller taxes (duties, fees and other charges, etc.) or the collection, payment or failure to collect or pay seller taxes.

Delivery of the product ordered by the buyer is the sole responsibility of the merchant. CDA Co-opBiz is in no way liable for any delivery or mis-delivery, nor returns. CDA Co-opBiz shall not be responsible for any other losses suffered by the Merchant Cooperative, in particular any indirect or consequential losses, loss of sales or profits, loss of goodwill and loss of reputation.

CDA Co-opBiz’s liability. CDA Co-opBiz will not be held liable for any damages of any kind, including direct, indirect, incidental, punitive, and consequential, arising out of or in connection with the Terms, the Buyer Contract, the Platform, Merchant Control Panel, the Services, the Products (including inability to use the Services or the Tools), or from messages received or transactions entered into on the Platform.

DELIVERY

These Delivery terms shall apply and shall form part of the Terms of Service (Merchant Cooperative) (“Terms”).

General terms for Delivery
1. Logistics Services. through accredited third party(ies) (Logistics Company) chosen by the Merchant Cooperative will provide delivery services to the Merchant Cooperative subject to the Service Agreement entered by the Merchant Cooperative and the Logistics Company and in accordance with the Policies. You shall fulfil the order through and cooperate fully with the logistics service provider you have chosen to carry out the delivery services. CDA Co-opBiz shall not be obliged to assist you to update the status of delivery on Merchant Control Panel, nor shall CDA Co-opBIz be liable to you for any losses you suffer, in the event you do not fulfil the order using the delivery partner you have chosen.

Performance of Logistics Services. The performance of logistics services is the sole responsibility of the logistic company you have chosen. The CDA CoopBiz is not a party to the Service Agreement entered by the Merchant Cooperative and the Logistics Company, and CDA CoopBiz is not liable for any non-performance of the logistic services.

Shipping Costs. Merchant Cooperative shall be responsible for all costs incurred for shipping the Products. Any costs assessed against or incurred by the Merchant Cooperative in relation to shipping will be on your own account. Depending on the terms of the Service Agreement entered by you and the logistics company, you shall also be responsible for payment of all customs duties, and taxes and any other charges related to the shipping and custom clearance of Products.

Import/Export. CDA Co-opBiz shall, under no circumstances, be listed as the importer, exporter, consignor or consignee in any export or import documentation. If CDA Co-opBIz is listed as the importer, exporter, consignor or consignee in any export or import documentation, CDA Co-opBiz shall refuse to accept the Product and/or and have the right to cancel the Order covered by such documents and will not be liable and will not pay any costs assessed against or incurred.

Restricted Destinations. CDA Co-opBiz may restrict the destinations to which you may ship Products. CDA Co-opBIz has no obligation to provide logistics services to collect or deliver Products. Verification of the restriction of the destination shall be the responsibility of the Merchant Cooperative.

Estimated Shipping Costs. Subject to the terms of the Service Agreement enter by the merchant Cooperative and the logistics company, the estimated shipping costs, if any, provided prior to shipment are not binding and you agree that you shall be liable for: (i) the actual shipping costs; or (ii) the estimated shipping costs, even if the carrier determines them to be lower than the estimate submitted to you.

Title and Risk. Subject to the terms of the Service Agreement entered by the seller and the logistics company, Title of Products will remain with you until they have been transferred to the Buyer pursuant to the Buyer Agreement in the manner contemplated by the Terms. Except as expressly provided by these Terms, at no point in time will title to Products pass to CDA Co-opBiz or its subcontractors (if any). CDA Co-opBIz or its subcontractors shall not be or deemed to be the merchant on record of the Products. Risk of loss or damage of Products will remain with Merchant Cooperative from the time the Products are picked up (as supported by records) until such time the Products are delivered to the Buyer, returned to you, or otherwise handled in accordance with the Terms or the Policies.

Rejection/Re-package/Return of Products. Subject to the terms of the Service Agreement entered by the merchant and the logistics company may reject or re-package (at your expense) any Products for the provision of Delivery, and return such Products.

Prohibited and Controlled Products. Subject to the terms of the Service Agreement entered by the merchant and the logistics company, If your Products fall into any of the prohibited and controlled categories listed in the Policies, Logistics Company may reject such Products for Delivery. CDA may restrict the destinations to which you may ship Products.

Merchant’s Obligations

Merchant Cooperative shall be responsible for, and bears all risk and liability for the sourcing, sale, original packaging, product quality and product warranties (if applicable) for all Products. All claims in relation to the Products, whether raised by any relevant authorities, the Buyer or any third party, shall be the responsibility of the Merchant Cooperative. For the avoidance of doubt, Merchant Cooperaives shall be responsible to meet all legal and regulatory requirements in relation to such Goods and Products, including without limitation their preparation, labelling, original packaging, handling, storage, transportation and delivery.
If required by law, Merchant Cooperative shall be responsible to take out appropriate insurance covering the events mentioned above as well as any other obligation under these Terms.
Merchant Cooperative will process, fulfil and cancel Orders in accordance with CDA Co-opBiz’s policies, as notified on Merchant Control Panel or other written means from time to time.
Merchant Cooperative shall promptly notify CDA Co-opBiz of any actual or potential recall, or safety alert, relating to the Products.
Fulfilment of Orders
Fulfilment Models. Orders for physical products are fulfilled under the following Fulfilment Models (“Logistics Services“):

(a) Delivery by Merchant Cooperative (DMC): Where you are responsible for the delivery of Products to Buyers using postal services, your own logistics services or a TPL;

(b) CDA Co-opBiz Accredited Partner Logistics Provider/Delivery: Where you can choose among our Accredited Partner Logistics Provider who will be responsible for delivering the Products to customers which may be further regulated under a Logistic Services Agreement.

by Merchant Cooperative (“DMC”)

(a) Approval by CDA Co-opBiz. You may use “Delivery by Merchant Cooperative” as a fulfilment model only if approved by CDA Co-opBiz. Once approved, the DM Terms set out in Merchant Control Panel shall also apply and form part of the Terms.

(b) Cash on Delivery. Unless CDA Co-opBiz approves your usage of cash on delivery as a payment model, Merchant Cooperative shall be responsible for the delivery and collect any payment from Buyer.

(i) You will prepare and ship Products under the Buyer Contract to the address specified in the relevant Order within the lead times set out in the Policies. If you fail to comply with the stipulated deadline, CDA Co-opBiz may modify the deadline and/or cancel the Order.

(ii) You shall update the status of delivery on Merchant Control Panel within the deadline specified in the Policies.

(iii) You shall stop or cancel any Orders if directed by CDA Co-opBiz. If Buyer has already been charged for such Orders, Merchant Cooperative will execute refunds (and any adjustments) and credit the applicable Buyer account.

(iv) You will ensure that C0-opBiz is at all times supplied with updated Order shipment tracking information.

(v) You shall be responsible for, and bear all risk and liability for the sourcing, sale, packaging, labelling, product quality, and product warranties (if applicable) for all Products delivered using the Delivery by Merchant Cooperative model, and you shall be responsible for all claims in relation to such Products.

(vi) You shall not require the Buyer to provide any other document (except to confirm receipt of delivery) during the delivery process.

(d) Title and Risk. Title and risk of loss for Products will remain with you at all times, and CDA Co-opBiz will have no liability whatsoever related to the Products including their shipping, storage, delivery delays, damage or loss through Delivery by Merchant Cooperative.

XI. Returns, Failed Deliveries and Inadequate Product
Returns and Failed Deliveries. All Orders will be handled in accordance with our Returns and Failed Delivery Policies. The Merchant Cooperative will be responsible for the returns and failed deliveries based on our Returns and failed Delivery Policies.
1. Merchant Cooperative shall accept and process refunds and adjustments in respect of Products in accordance with the applicable returns and failed delivery policies published by CDA Co-opBiz from time to time.
2. Returns and failed deliveries of any Products will be received and processed and the sole responsibility of the Merchant Cooperative. For the avoidance of doubt, all returns and failed deliveries of any Products which are placed back into the Merchant Cooperative’s inventory are the property of the Merchant Cooperative.
3. If a refund to a Buyer and that Buyer returns the original Products to Merchant Cooperative, Merchant Cooperative will be entitled to dispose of the returned original Products, or, if they are saleable, CDA Cop-opBiz may, at its option allow to place such returned original Products back in the inventory/stock of Merchant Cooperative.
Costs of Failed Delivery/Inadequate Product.
In case of Failed Delivery, CDA Co-opBiz will require you to bear costs associated with the Failed Delivery where the underlying reason for Failed Delivery is Merchant Cooperative’s fault.
In case of an Inadequate Product, you will promptly notify CDA Co-opBiz of any Inadequate Product (or the threat of a public or private recall) and execute the returns, including by initiating the procedures for returning Products to you. You will be responsible and bear all costs associated with the return and refund or replacement, including the Payment Fee the Shipping Cost for the shipment of the Product to the Buyer, from the Buyer to you.
Sales Proceeds. In case of Failed Delivery Sales Proceeds will be refunded to the Buyer through your agreed payment refund channels;
No Responsibility. CDA Co-opBiz will not be responsible for any risk or be liable for any claims, demands, liabilities, expenses, losses, cost or damage in connection with any Failed Delivery and Returned Products including due to a threatened recall and will claim all costs incurred in that respect from you.

Portal or Other Tools

CDA Co-opBiz may provide tools, Portal, to the Merchant Cooperative, in order to access and manage its Products inventory/stocks and the Services.
The Merchant Cooperative is responsible for supplying and authorizing access to the tools to its authorized personnel or representatives, to allow such personnel or representatives to access and manage the Services and Products inventory. Merchant Cooperative shall not share the password to such tools with any unauthorized personnel or representative, or use the tools for any other purpose other than in accordance with these Terms.
The Merchant Cooperative shall not dispute any action on the tools, including the Portal, made on the Merchant’s account, unless CDA Co-opBiz has been given prior written notice that the access to the Merchant’s account resulting in such action is unauthorized.
The tools are provided on an “as is” basis. Merchant Cooperative acknowledges that any information and any materials provided by or through the tools, including the Portal, may contain inaccuracies or errors, and CDA Cop-opBiz and its Affiliates (if any) expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law. Any link found on the tools is provided for Merchant Cooperative’s convenience to provide further information. Unless otherwise stated, it does not signify that CDA Co-opBiz endorses the contents thereof and CDA Co-opBiz has no responsibility for the content of external links.

XIII. Termination

CDA Co-opBiz’s Termination Right. CDA Co-opBiz may unilaterally and immediately terminate these Terms and restrict your use of the Services upon the occurrence of any of the following:

(a) you being in breach of any provision of the Terms and failing to remedy the same within 7 days from being so notified;

(b) you being in breach of any applicable laws or the Policies;

(c) you being dissolved, cancelled, delisted by the CDA or adjudicated as bankrupt or have any similar action taken against you in any jurisdiction, or you passing a winding up resolution or a court of competent jurisdiction making an order for the same;

(d) the issuance of a judicial management or administrative order in relation to you, or the appointment of a receiver over, or an encumbrance taking possession of, or the sale of, your assets;

(e) you making an arrangement or composition with your creditors generally or applying to a court of competent jurisdiction for protection from its creditors;

(f) you ceasing or threatening to cease to carry on cooperative business; or

(g) your cooperative is under a leadership dispute where two or more officers claims to be the legitimate officers of your cooperative.

Termination with Notice. Either Party may unilaterally terminate these Terms without cause by providing fourteen (14) days’ prior written notice to the other Party.
Consequences of Termination. Upon termination of these Terms, you will notify CDA Co-opBiz of all concluded Buyer Contracts which have yet to be performed. Notwithstanding any termination for any reason, you remain responsible for the fulfilment of any pending Order. CDA Co-opBiz shall have the discretion whether to complete or cancel any pending Services.
Surviving Provisions. Any provision of the Terms that, by its nature, is meant to survive the term or termination, shall survive such term or termination.

XIV. Miscellaneous

Agreement Prevails. Unless expressly agreed otherwise by the Parties, these Terms will prevail over any other agreement, terms or conditions regarding the subject matter, pre-contractual negotiations, and to the exclusion of all other terms proposed by either Party and no terms or conditions endorsed upon, delivered with or contained in any other document or with the Products, will form part of the Terms. The Terms will apply to the relationship between the parties in addition to any specific terms agreed to herein or specifically agreed by the Parties from time to time. In the event of any conflict or inconsistency between these Terms and the Policies, the provisions of these Terms shall prevail.
The singular includes the plural and vice versa, as the context may require. Headings are inserted for convenience only and will be ignored when construing these Terms. The term “including” or “include” shall mean “including, without limitation”, unless the context otherwise requires. A statutory provision shall include that provision and any regulations made in pursuance thereof as from time to time modified or re-enacted, whether before or after the date of the Terms, and shall include also any past statutory provision or regulation (as from time to time modified or re- enacted) which such provision or regulation has directly or indirectly replaced.
Unless otherwise provided in these Terms or agreed to between the parties, all notices, requests, demands and other communications hereunder must be in writing and will be deemed to have been fully given and received when sent with recognized overnight delivery service, registered mail or email one (1) Working Day after being deposited for next-day delivery with a recognized overnight delivery service or emailed, or seven (7) Working Days after being mailed by registered mail, charges and postage prepaid, to the recipient’s address set forth in these Terms or any other address that the recipient may specify by notice to the other Party. If requested by CDA Co-opBiz, you shall provide to us contact details of a designated contact person, whom CDA Co-opBiz may contact regarding any of your responsibilities arising from the Terms.
You cannot assign, transfer or subcontract all or part of your rights and/or obligations deriving from the Terms, without the prior written consent of CDA Co-opBiz. CDA Co-opBiz may assign, transfer or subcontract all or part of its rights and/or obligations deriving from the Terms.
Independent Contractors. You and CDA Co-opBIZ are independent contractors, and nothing in the Terms will create any partnership, joint venture, agency, franchise, sales representative relationship or exclusivity between the parties. The Terms will not cause the establishment of any relationship of employment between the parties or with any person who provides services to either. You have no authority to make or accept any offers or representations on behalf of CDA Co-opBiz.
No Third Party Rights. These Terms and all of the representations, warranties, covenants, conditions, and provisions hereof are for the sole and exclusive benefit of CDA Co-opBiz, CDA Co-opBiz Affiliates and you. Other than as regards the rights of Buyers against you, nothing in the Terms will be construed as giving any third party any rights whatsoever.
Notwithstanding any other provision in the Terms to the contrary, nothing contained herein will oblige CDA CO-opBiz or you to engage in any action or omission to act which would be prohibited by or penalized under applicable laws. The illegality, invalidity or unenforceability of any provision of the Terms under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision. The actual or future invalidity or ineffectiveness of any provision in the Terms will not affect the validity or effectiveness of the whole document.
If any provision in these Terms shall be held to be void but would be valid if deleted in part or reduced in application, such provision shall apply with such deletion or modification as may be necessary to make it valid and enforceable.
No Waiver. The failure of a Party to exercise its rights in case of breach of contract by the other Party will not be considered as a waiver of its rights under the Terms or under applicable laws.
Force Majeure. No Party will be liable to the other or be deemed to be in breach of the Terms by reason of any delay or failure to perform any of its obligations due to an event of Force Majeure. Upon the occurrence of any event of Force Majeure, CDA Co-opBiz may, at its option, fully or partially suspend operation of the Platform or obligations hereunder while such event or circumstance continues. If any of the events of Force Majeure will continue for a period exceeding one (3) month, CDA Co-opBiz may notify you that it will terminate the Agreement with immediate effect.
No amendments of these Terms will be valid unless (a) expressly agreed to in writing and signed by authorized representative of CDA Co-opBiz; or (b) notified to you as provided in accordance with these Terms.
Stamp Duty, Any or all stamp duty and registration fees (if any) in respect of these Terms will be fully borne and paid by you.
Governing Law. The applicable governing law and dispute resolution of these Terms is as set under the law of the Republic of the Philippines.

Annex 1 DEFINITIONS

Definitions

TPL: third party logistics provider.
Additional Service: is defined in Clause
Administrative Fee/Default Fee: the fee specified in Merchant Control Panel and chargeable to you for non-compliance with these Terms, the Policies, applicable laws or for any reasonable cause.
Affiliate: any entity directly or indirectly controlled by, or controlling, a Party or any affiliate or subsidiary thereof. As regards CDA Co-opBiz, Affiliate is deemed to include entities which are members of the _______.
Annex: any annex to these Terms. The Annex(s) form(s) an integral part of these Terms.
Buyer: a third-party, who purchases Product on the Platform.
Buyer Contract: each Order by Buyer and accepted by Merchant Cooperative, which is governed by the Terms of Sale on ____________.
Cancellation Penalty: the charge or any other penalty applicable for a Cancelled Order. The Cancellation Penalty is as indicated in the Merchant Control Panel.
Cancelled Order: an Order cancelled or rejected by you, or cancelled due to your lack of compliance with any provision of these Terms.
Claims: liens, damages, losses, liabilities, obligations, penalties, fines, fees, claims, litigation, demands, defenses, judgements, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including third party claims, reasonable attorney’s fees, consultants’ fees, experts’ fees and other costs of litigation).
Commission: the percentage (as applicable at the time the Order is placed) of the Listing Price, as specified in Merchant Control Panel.
Confidential Information: any information proprietary to a party to these Terms or an Affiliate thereof, that is disclosed to the other party or an Affiliate thereof, whether marked as confidential or not, that should be considered confidential information under the circumstances. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was lawfully obtained and provided to the recipient by a third party.
Consumption Tax: Any prevailing consumption tax, including but not limited to any Goods and Services Tax, Value Added Tax, Sales Tax and Service Tax, or its equivalent and as from time to time modified.
Failed Delivery: an Order that is cancelled for unsuccessful delivery, for example due to: (i) the delivery address (either physical or email) provided by the Buyer being incorrect; (ii) where acceptance of delivery of the Product is required, the Buyer being unable to accept the Product; (iii) where the Product is a physical product, the Buyer refusing to accept the delivery of the Product in accordance with the Policies; or (iv) where the Buyer remains uncontactable after various attempts (the number of delivery attempts shall be determined by the relevant carrier).
Fee: the service fee payable by you to ___________ in consideration for the provision of Services, which shall be calculated in accordance with Schedule ________.
Force Majeure: any event or cause beyond a Party’s reasonable control including but not limited to: (i) an act of God, explosion, flood, tempest, fire or accident; (ii) war or threat of war, sabotage, insurrection, civil disturbance or requisition, act of terrorism or civil unrest; (iii) Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; (iv) import or export regulations or embargoes; (v) interruption of traffic, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of______________, or of a third party); and (vi) health epidemics declared by the World Health Organization.
Fulfilled Buyer Contract: an Order the status of which is showing as “Delivered” in Merchant Control Panel, or is otherwise deemed by __________ as having been executed by you, including instalments thereof.
Fulfilment Model: the model of Order fulfilment of physical Products and Product agreed to by the parties and as supplemented by the Logistics Services Agreement (if applicable).
General Services: is defined in Clause_______.
Handling Fee: a fee payable for handling Products and supplying packaging materials under _________.
Inadequate Product: any wrong, faulty, defective, damaged (excluding any Product damaged due to mishandling by Logistics Company, Affiliates, a contractor, or the Buyer), legally non-compliant Product, or a Product that has been publicly or privately recalled, in accordance with the law or the Policies.
Intellectual Property Rights: all patents and copyright, moral rights, trade marks, design rights, rights in or relating to databases, and/or confidential information, rights in relation to domain names, and any other intellectual property rights (registered or unregistered) throughout the world.
Late Payment Interest: is the interest payable by you on the overdue sum at the rate specified in the Local Addendum.
Listing Price: the price, including instalments, at which a Good is offered for sale to Buyers by Merchant Cooperative as indicated on the Platform at the time the Order is placed. For the avoidance of doubt, the Listing Price includes any tax applicable under applicable laws, and excludes any coupons or other discounts provided by ________ to the Buyer.
Addendum: Schedule _____ of these Terms, which sets out additional terms and conditions governing your use and access of the Platform in your country.
Net Proceeds: the Sales Proceeds minus any sums owed by you under these Terms, or any other agreement entered into by the parties and subject to any chargeback, reversal, refund, withholding for anticipated claims and/or deduction, in accordance with these Terms or any other agreement entered into by the parties.
Order: the request placed by a Buyer on the Platform for the purchase of a particular Goods.
Payment: payment of Net Proceeds made or to be made by ________ to you.
Payment Fee: a fee, calculated on the basis of a percentage of the Sales Proceeds, for payment processing services.
Personal Data: any personal information as defined by the applicable personal data protection laws and regulations, pertaining, but not limited, to CDA Co-opBiz, Affiliates, or our respective officers, employees, directors, contractors, partners, agents, subcontractors and representatives, and Buyers.
Platform: the Co-opBiz platform on any of the following websites: www.coopbiz.com or any other internet domain property of CDA, and the CDA Co-opbiz Mobile Application available on mobile operating systems (including on iOS and Android), where Merchant Cooperative may list Products for sale under these Terms, and where Buyer(s) may buy such Products.
Policies: the rules, guidelines, terms and conditions, etc. applicable to Merchant Cooperatives and Buyers for the use of the Services, Platform, Merchant Control Panel, Tools and other CDA properties, as they may appear on the Platform or Merchant Control Panel or be communicated from time to time by CDA, including the Privacy Policy as mentioned in paragraph ____ of the Overview.
Product: one (1), or several (if sold together under one Listing Price) good(s) or service(s) (as the case may be) offered for sale by Merchant Cooperative to Buyers pursuant to the Terms.
Prohibited and Controlled Products: the Products which are listed as prohibited and controlled products in the Policies, including but not limited to Products which are illegal to be listed or sold under applicable laws and regulations.
Returned Product: the return of a physical Product to Merchant Cooperative by a Buyer in accordance with these Terms and/or the Policies, including Inadequate Products. You will retain, or take back from the Buyer as the case may be, ownership, title and risk of all Returned Products.
Sales Proceeds: the gross proceeds received from Buyers by Merchant Cooperative (or its designated providers) on your behalf.
Sales Traffic Activities: Additional Services consisting in: (i) Shop in Shop, which entails a set of specific design features on the Platform that enhance the visual representation of certain of your Products by means of a dedicated landing page; (ii) Search Engine Optimization, which entails the bidding on relevant keywords related to the Products and/or you on electronic search engines; (iii) Social Media Sales Traffic Activities, which entails the promotion of the Products and/or you on the Platform or social media platforms; (iv) Banner services which entail the bidding on banners related to the Products or the Merchant Cooperative on electronic search engines; (v) Affiliate services, which entail advertising the Products or the Merchant Cooperative on a network of affiliates that work with CDA; and/or (vi) other sales promotion services agreed to by the parties. For the avoidance of doubt, each of the Sales Traffic Activities are offered according to separate sets of T&Cs, which shall form part of the Policies.
Schedule: any schedule to these Terms at the time of acceptance of these Terms and such other schedules that may be incorporated by publication or notification in writing by CDA from time to time. The Schedule(s) form(s) an integral part of these Terms.
Merchant Account: an account which you have created with Co-opBiz for access to the Platform and Tools, and by which the Sales Proceeds may be received.
Merchant Control Panel: any tool offered by ____________ to Merchant Cooperative, for the operation of Merchant Cooperative’s operations on the Platform and access to the Services and Tools available at ___________________________All references to “Merchant Control Panel” shall include the _______________ for Merchant Cooperative’s available at _______________________.
Merchant Content: product information, text, images, and any other relevant and/or legally required information relating to the Products, including third party and your trademarks and other Intellectual Property Rights related materials.
Services: the services provided by CDA Co-opBiz under these Terms, being the General Services and if applicable, the Additional Services.
Shipping Cost: the fee charged by Logistics Company to Merchant Cooperative for Delivery, as calculated based on the Shipping Fee Rate Card.
Shipping Fee Rate Card: is as set out in the Merchant Control Panel.
Storage Fee: a fee payable under for storing the Products in the location designated by Logistics Company, which fee varies based on whether the Products are stored in a normal storage area or in a cold room (as agreed by the parties).
Terms: is defined in the preamble.
Territory: means a country or territory within which the Products are intended to be sold pursuant to these Terms.
Tools: any tools provided by Co-opBiz to you in connection with your access to and use of the Services.
USD or US Dollar: United States Dollar.
Working Day: a day other than Saturday, Sunday, or a national or state public holiday in the Territory of your working premises.

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