Retailer_Terms&Conditions

Dayuan Ltd. – Purchase of Goods from a 3^rd Party

About Us

1.1 The Site(s) ("Platform", “Dayuan” "us", "we" and "our") operated by Dayuan Limited (company number 14747671). An England and Wales registered company with address at York Eco Business Centre (Office 12) Amy Johnson Way, Clifton Moor, York, United Kingdom, YO30 4AG and its subsidiaries:

Dayuan Retail Trading Limited (company number 14012836). An England and Wales registered company with address at York Eco Business Centre (Office 12) Amy Johnson Way, Clifton Moor, York, United Kingdom, YO30 4AG

Omni Eight Essential Ltd. (company number 665314.) A Republic of Ireland registered company with address at Apartment 3 Montgomery House,, James Joyce Street, Dublin, Dublin I, Ireland D01 HH39

EUDAEMONIA.IO INC. (company number 7407015). A Delaware company with its address at 1521 Concord Pike Suite 201 Wilmington, DE 19803, U.S.A.

Dayuan Retail Private Limited (company number U74999UP2021FTC146967). An Indian registered company with registered office at C/O Saroj Lata, LIG 1357, DTYPE, SECT I, LDA Kanpur, Lucknow,

Baktriana B.V. (company number 80578721). A Netherlands registered company with a registered office at John M. Keynesplein 10, Amsterdam, 1066EP.

("Referred to collectively hereunder trading as “Dayuan")

1.2 Retail Platform: For an order for an item that is listed on the Site through Dayuan’s Retail Platform (“3^rd party Seller”) or “Sold and Shipped by Dayuan” (“Retail Item”), Dayuan is the seller of record and the order processing, and the contract is formed between the customer and Dayuan. The Order constitutes an offer by Dayuan to purchase Goods from the 3^rd Party seller in accordance with these Conditions.

1.3 However, although Dayuan is the seller of record, the 3^rd Party Seller and not Dayuan is solely responsible for fulfilling and delivering the order to customers and bears all liability and risks associated with, or related to, any item that is sold and shipped by that 3^rd Party Seller that is purchased by a customer through the Site. When a customer places an order for a 3^rd Party Item, we will provide the 3^rd Party Seller with the information necessary to process and fulfil the order, in accordance with the terms of Dayuan’s Customer Policy and Agreement (Terms and Conditions).

1.4 The 3^rd Party seller will adhere to Dayuan’s policies as posted below at all times.

Definitions

“Applicable Laws” means any and all applicable law, statute, bye-law, regulation, order, regulatory policy, guidance or industry code, rule of court or directive or requirements or notice of any regulatory body, delegated or subordinate legislation

“Business Day” means a weekday between Monday through Friday, excluding Saturday & Sunday or national holidays.

“Commission” The rate paid to Dayuan from the 3^rd Party Seller when a Product is sold through the Site by the 3^rd Party Seller. Commission rates are set out at Schedule 1;

“Customer” means a person who makes one or more purchases through the Site;

“Force Majeure

Event” means, in respect of any party, any event or occurrence outside the control of that party and which could not reasonably have been anticipated and avoided;

“Intellectual Property

Rights” means all intellectual property rights in any part of the world including without limitation patents (including supplementary protection certificates), database rights, copyright, design rights (whether registered or unregistered), trade marks (whether registered or unregistered), rights in business and trade names, rights in domain names, rights in confidential information and know-how, and all other similar rights, together with the right to apply for the protection of any such rights and “Intellectual Property” shall be interpreted accordingly as being any property over which such rights exist;

“Offer“ means an invitation to treat for a specific item and may include terms specified by the 3^rd Party Seller such as description, price, condition, delivery options etc as well as these 3^rd Party Seller Terms and Conditions and does not mean an offer to sell which is capable of acceptance. The Customer's Order is an offer to buy, made by Dayuan on behalf of a Customer as is generally understood in the context of offer and acceptance being the basis of contract formation;

“Order“ means an offer to buy made by Dayuan on behalf of a Customer in respect of a Product on the Site listed from a 3^rd party seller which is capable of acceptance by the 3^rd Party Seller. The Order shall be deemed to be accepted on the earlier of: (a) the 3^rd Party Seller issuing written acceptance of the Order; or (b) any act by the 3^rd Party Seller consistent with fulfilling the Order, at which point and on which date a contract shall come into existence;

“Personal Data“ means data about a living individual from which that individual can be identified;

“Product“ means the generic term for an item;

“Prohibited Items“ means the items in this list as amended from time to time as notified to the 3^rd Party Seller by publication on the Website,;

“Restricted Items“ means the items in this list as amended from time to time as notified to the 3^rd Party Seller by publication on the Website;

“3^rd Party Sellers” means a party who is registered to sell items on the Site to Dayuan on behalf of its Customers;

“Site” means the Retail Platform that operates to facilitate transactions between 3^rd Party Sellers and Customers in the selling and buying of Products. The Site is operated by Dayuan Ltd.;

“Terms and

Conditions“

Or “Terms” means these terms and conditions for the 3^rd Party Seller as may be amended from time to time;

Acceptance of Terms

2.1 These provisions set out the terms and conditions on which you (the "3^rd Party Seller") may sell products to customers of the Site ("Customers").

2.2 Your use of the Site is governed by these Terms and the Site Privacy Policy together with any other documents referred to in these Terms.

Online Retail Platform, Content and Portal – Dayuan’s Roles and Obligations

3.1 Dayuan’s role is to facilitate transactions between the products offered by 3^rd Party Sellers and Customers through provision of the Retail Platform. Dayuan is the Merchant of Record to any contract of sale between a 3^rd Party Seller’s listed goods and Dayuan on behalf of a Customer conducted in the Retail Platform and where a 3^rd Party Seller and Dayuan on behalf of a Customer agree to a sale and purchase in the Retail Platform the contract of sale is established directly between Dayuan and the Customer when Dayuan accepts the Customer’s offer to buy goods or services listed by the 3^rd Party Seller. However, although Dayuan is the seller of record, the 3^rd Party Seller and not Dayuan is solely responsible for fulfilling and delivering the order to customers and bears all liability and risks associated with, or related to, any item that is sold and shipped by that 3^rd Party Seller that is purchased by a customer through the Site. When a customer places an order for a Retail Platform Item, Dayuan will provide the 3^rd Party Seller with the information necessary to process and fulfil the order, in accordance with the terms of Dayuan and it’s Privacy Policy.

3.2 Dayuan will process payments made by Customers in respect of transactions made in the Retail Platform and pass such payment to the relevant 3^rd Party Seller in accordance with the terms set out herein according to these terms and conditions.

3.3 The responsibility for compliance and enforcement of all obligations under the contract of sale between the Customer and Dayuan is between those parties. However, although Dayuan is the seller of record, the 3^rd Party Seller and not Dayuan is solely responsible for fulfilling and delivering the order to customers and bears all liability and risks associated with, or related to, any item that is sold and shipped by that 3^rd Party Seller that is purchased by a customer through the Site. When a customer places an order for a Retail Platform Item, Dayuan will provide the 3^rd Party Seller with the information necessary to process and fulfil the order, in accordance with the terms of Dayuan’s Privacy Policy.

3.4 Dayuan will be using Shopline and inhouse developed Systems to provide an interface between the Site and 3^rd Party Sellers. Dayuan shall provide each 3^rd Party Seller with access by username and password in order for the 3^rd Party Seller to process orders in the event that a direct connection is not facilitated (e.g. via API connection).

3.5 When orders are placed on the Site, Dayuan collects all the required order information, accessible to 3^rd Party Sellers via Shopline and Dayuan. The Customer may have ordered from more than one 3^rd Party Seller in one transaction on the Site; each 3^rd Party Seller will only have access to their own products’ order information.

3.6 Where possible Dayuan shall cooperate with the 3^rd Party Seller in order to set up an API for automatic product data management and order processing between the Site and the 3^rd Party Seller’s own systems. Please note API is not compulsory – 3^rd Party Sellers may use the Site without an API if they wish.

3.7 Dayuan may generate additional Content (“Dayuan Content”) based on Content provided by the 3^rd Party Seller. This may include manual or automatic translations of product descriptions or resizing of product images. Dayuan shall use its reasonable efforts to ensure that Dayuan Content remains consistent with the original. Where automatic translations of product descriptions are displayed, it will be made clear to Shoppers that they are not the actual description of the product, provided as a guide only, and not to be relied upon in terms of the contract of sale.

3.8 Where identical products are submitted by more than one 3^rd Party Seller, Dayuan reserve the right to link these products under one relevant description and image(s) provided by one 3^rd Party Seller. This is for the benefit of Dayuan’s Customers and is similar to functionality provided by other online retail platforms.

3.9 Dayuan uses the 3^rd Party Seller’s price lists in its local currency as the basis for pricing products in other currencies as required. Dayuan reserves the right to decide which conversion rate to use and to price-point accordingly. This calculation is performed at Dayuan’s own risk; the 3^rd Party Seller always receives the same amount of net funds, net of commission, in the 3^rd Party Sellers’ own currency set at the 3^rd Party Sellers’ submitted retail price. Dayuan is not responsible for any currency fluctuations or market volatility, 3^rd Party Sellers assume this risk in full by continuing to list with Dayuan.

3.10 At all times, Dayuan has the right to remove or restrict access to Content (including product and 3^rd Party Seller data and images) at its sole discretion, without advance notice to the 3^rd Party Seller, whenever they reasonably believe, or is advised by a third party, that such Content may violate any third party Intellectual Property Rights, or if Dayuan is of the reasonable opinion that such Content should be removed for other reasons. Dayuan will co-operate with the 3^rd Party Seller to try and resolve such issues with third parties and seek to re-instate the 3^rd Party Seller’s Content on the Site in a timely manner.

3.11 The “Site” includes all country sites, owned vertical Retail Platforms and any “white label” sites where Dayuan has agreed to provide shopping content to selected high profile, high traffic sites, and 3^rd party marketplaces under a Dayuan storefront. 3^rd Party Sellers may choose to have their products not available on certain country sites, vertical or certain white label sites. 3^rd Party Sellers should note that Dayuan cannot guarantee inclusion of the 3^rd Party Seller’s products in any “white label” site as these sites may be specialist (e.g. only contain selected categories, products or 3^rd Party Sellers). Also, the brand owner of the “white label” site will have the right to exclude any 3^rd Party from their “white label” shopping site without reason. Dayuan will assume that the 3^rd Party Seller’s products are to be made available on as many shopping sites as possible, unless indicated otherwise disclosed by the 3^rd Party Seller. The 3^rd Party Seller should assume that their agreed commission rate applies to all sales of their products, regardless of the shopping site where the sale originates.

3.12 As well as promoting products on Dayuan’s various online properties (country sites, vertical shopping and “white label” sites), Dayuan will also selectively advertise products, at Dayuan’s own cost, on various “paid search” sites at its sole discretion.

3.13 Dayuan owns the Site and operates the Site using technology which Dayuan either owns or to which it holds a licence from the owner of that technology. 3^rd Party Sellers are granted a limited non-transferable license from Dayuan to make use of the Site subject to these Terms and Conditions. The license granted to 3^rd Party Seller expressly excludes modifying, distributing, copying, republishing or making any derivative of the Site services; any framing or using framing techniques to enclose any trademark, logo or other proprietary content or Intellectual Property (including images, text, page layout or form) of Dayuan; using any meta tags or other “hidden text“ incorporating any of Dayuan’s Intellectual Property; any unauthorised collection and use of Customers e-mail addresses or other information, ratings, feedback or Listings, or any data extraction or data mining whatsoever.

3.14 Dayuan has the right to design, vary and otherwise to determine the content, appearance, design look and feel, functionality and all other aspects of the Site.

3.15 Dayuan reserves the right to discontinue the Site, to terminate the registration of any 3^rd Party Seller and to remove any Listing at its sole discretion.

Shopping Platform, Content and Portal – 3^rd Party Seller’s Roles and Obligations
- Any 3^rd Party Seller who wants to use the Site to sell items accepts the terms and conditions of the Dayuan 3^rd Party Seller Agreement without change. You will not be able to use the Site as a 3^rd Party Seller until you have registered and accepted without change these Terms and Conditions and agreed to comply with the obligations that they place upon you as a 3^rd Party Seller as the case may be each and every time that you sell anything using the Site or otherwise use the Site, including when you List an item as a 3^rd Party If you do not accept these Terms and Conditions you may not register for or access the Site as a 3^rd Party Seller or use any of the related services.

4.2 Use of the Site for listing and selling products is limited to businesses validly existing and in good standing under the laws of the country in which the 3^rd Party Seller’s business is registered.

4.3 All payments relating to the purchase or sale of an item by a Customer and a 3^rd Party Seller must be handled by us. You agree not to sell items listed on the Site through any other payment method or accept payment through any other payment method.

4.4 3^rd Party Sellers must have a valid Bank Account in their home country in their local currency.

4.5 3^rd Party Sellers must not display their own website address, email address, phone number or any other direct or identifying contact details in any part of the product titles, descriptions, or images. Product images must not carry any text or watermarks.

4.6 The 3^rd Party Seller is prohibited from directly marketing their website or business to the Site Customers via email or telephone or web-based marketing nor are they permitted to use other promotional materials (including inserts in the Customer’s order package).

4.7 3^rd Party Sellers must use all reasonable endeavours to ensure that cancellation rates (where order cancellation is due to the 3^rd Party Seller rather than the Customer) are kept to a minimum, and in any event must not exceed 5% of all valid orders. Dayuan reserves the right to remove 3^rd Party Sellers, at its discretion, for cancellation rates in excess of this.

4.8 By listing products on the Site, each 3^rd Party Seller warrants to Customers (irrespective of whether they are prospective or not) and to Dayuan that the 3^rd Party Seller is the true owner of the product or authorised by the true owner to sell each product listed, that the product is in stock and available for prompt delivery and the 3^rd Party Seller is able to transfer good title to each product free from any third-party claims, liens or encumbrances.

4.9 By listing products on the Site, each 3^rd Party Seller warrants to Customers (irrespective if they are prospective or not) and to Dayuan that the listing is accurate, current and complete and is not misleading or otherwise deceptive.

4.10 The 3^rd Party Seller warrants that they will comply with the Advertising Standards Agency Guidance and/or any advertising laws applicable in their home country.

4.11 The 3^rd Party Seller will indemnify Dayuan against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses) suffered or incurred by Dayuan arising out of or in connection with any claims related to inaccurate, incorrect or otherwise misleading descriptions of the Products sold on the Site;

4.12 3^rd Party Sellers agree to despatch orders to the Site’s shoppers promptly and in line with their shipping promise as supplied to Dayuan in the 3^rd Party Seller’s product data feed, and in any event within 24 hours of the customer order, or as otherwise stated on Dayuan’s website.

4.13 By listing products on the Site for sale internationally, each 3^rd Party Seller warrants to Dayuan and to Customers that they comply with the laws of the country in which the Customer resides including prohibitions on sale, distribution or offering for sale of specific products, customs procedures, taxation, Intrastat, intellectual property rights, parallel importation, copyright levies, export controls, CE marketing and any other relevant US, EU, etc. marks and labels, environment, health and safety legislation and product compliance legislation.

4.14 3^rd Party Sellers are expected to conduct proper research to ensure that the items listed on the Site are in compliance with all applicable laws (of each country in which they wish to sell). Dayuan prohibits the sale of illegal and offensive products on the Site. Products offered for sale on the Site must be authentic. Any product that has been illegally replicated, reproduced or manufactured is prohibited. If we determine that the content of a product detail page or listing is prohibited, potentially illegal, or inappropriate, we may remove or alter it. Dayuan reserves the right to make judgments about whether or not content is appropriate at its sole discretion.

4.15 3^rd Party Sellers must abide by the Dayuan’s policies at times. 3^rd Party Sellers should particularly make themselves aware of the consumer rights in relation to Returns and Refunds.

4.16 Customers may have a right to a cancel the contract within 14 days after the Customer receives the goods. Customers may also request a partial or full refund if the Product is defective. Upon confirmation from the 3^rd Party Seller that they authorise the refund request, Dayuan will fulfil this request. Dayuan may at its own discretion, with reasonable notice to the 3^rd Party Seller, refund the Customer on behalf of the 3^rd Party Seller and deduct the amount of the refund from moneys owed to the 3^rd Party Seller. For the purpose of this clause orders shall be assumed to have arrived with Customers 14 days from the despatch date notified by the3^rd Party Seller to Dayuan. Dayuan reserves the right to require the 3^rd Party Seller to provide evidence that the despatch occurred on the date stated.

4.17 For the purpose of correctly listing relevant VAT rates on the Site, Dayuan assumes that all 3^rd Party Seller’s goods are dispatched from the same region as the 3^rd Party Seller’s trading address as informed by the 3^rd Party Seller to Dayuan. Each 3^rd Party Seller must inform Dayuan of any products that are not dispatched from the region and country of their trading address as advised by the 3^rd Party Seller and displayed on the Site.

4.18 Though the Site includes extensive Tax / VAT functionality to calculate the correct VAT for Customers, each seller is ultimately responsible for paying the correct VAT for their earnings and other applicable taxes and to report and remit the correct Tax / VAT to the appropriate tax authority.

4.19 3^rd Party Sellers should inform Dayuan as soon as possible if they become aware that the Site is incorrectly displaying Tax / VAT for any of the 3^rd Party Seller’s product in any country.

4.20 For cross border and distance sales, 3^rd Party Seller may need to charge Tax/ VAT at their own country rates in the normal way. However, each country has a 'distance selling threshold'. If the value of a 3^rd Party Seller’s sales to that country exceeds this threshold, the 3^rd Party Seller may need to register for VAT in that country, and charge their rate of VAT on sales to that country.

4.21 For despatch to countries outside of home territories packages may be assessed for import or customs fees, depending on the laws of the country concerned. Customs duties* may be levied once the package reaches the destination country (*Customs duties may include but are not limited to local vat, customs/import fees and handling fees). Dayuan has no control over these charges and cannot predict what they might be. Customers who raise a query regarding customs duties are entitled to have these charges reimbursed provided they can evidence the charges with official documentation. Dayuan will do the administration associated with reimbursing the customer and there will be a deduction of those charges from your 3^rd Party Seller’s payments.

4.22 3^rd Party Sellers must ensure that the value of the contents of packages despatched to overseas Customers must be correctly stated on the relevant packing materials in order to avoid the Customer being charged incorrect or excessive Customs or Import Fees.

4.23 Dayuan accepts no liability for any customs charges arising from a customer’s returned parcels. Any such charges are the sole responsibility of the 3^rd Party Seller. Dayuan does not reimburse the 3^rd Party Seller for any customs charges incurred.

4.24 The 3^rd Party Sellers must contact Dayuan via usual customer service channels to advise if the Customer has returned an item. Dayuan will then refund the money to the Customer within 14 days. The Consumer must follow the returns policy of the Dayuan and the 3^rd Party Seller must inform Dayuan that refund has been authorised before Dayuan will release the funds to the Customer. Commission will still be payable to Dayuan by 3^rd Party Seller for all returned orders.

4.25 3^rd Party Sellers may terminate their listing on the Site at any time by giving 30 days’ notice in writing to Dayuan. Upon termination all rights and obligations under these Terms will be extinguished, except to the extent necessary to process any orders placed prior to termination for items listed by the 3^rd Party Seller, including any fees incurred.

4.26 Upon termination for whatever reason, Dayuan may retain a portion of the payment due to the 3^rd Party Seller in order to provide for refunds due, or expected to be due, to Customers in the ensuing period. Each such retention will be held for no longer than six months after order date before being repaid to the 3^rd Party Seller.

4.27 The Site’s Checkout system collects the money for the order in the Customer’s preferred currency. Dayuan has the right to select the payment options made available to the Customers at its sole discretion.

4.28 Dayuan currently makes payments (less Commission) to 3^rd Party Sellers on a weekly basis (calculated three weeks in arrears by various methods in specific countries). Dayuan will choose the most cost-effective way to pay 3^rd Party Sellers in their local currency and this may have 1 or more days between initiation of payment by Dayuan and cleared funds being available in the 3^rd Party Seller’s bank account.

4.29 Dayuan charges Commission, pursuant to Schedule 1, on all Orders placed by Customers irrespective of whether an order is cancelled and/or returned.

4.30 Commission is charged per Product sold by the 3^rd Party Seller using the Site. The rates of Commission are set out in Schedule 1. With each payment to the 3^rd Party Seller, Dayuan will provide by email a reconciled statement of net funds transferred, together with a corresponding

Tax / VAT invoice for Dayuan’s Commission.

4.31 The 3^rd Party Sellers agree to account for any and all applicable taxes on their returns where appropriate.

4.32 Though the Site Platform includes extensive tax functionality to calculate the correct Tax/ VAT for Customers, Dayuan is ultimately responsible for charging Customers the correct VAT and other applicable taxes and to report and remit the correct VAT to the appropriate tax authority. 3^rd Party Sellers should inform Dayuan as soon as possible if they become aware that the Site is incorrectly displaying VAT for any of the 3^rd Party Seller’s products in any country.

4.33 Payment and invoicing queries of any kind must be raised with Dayuan within 3 months of the original order date to which the order relates and must be sent by email to: info@dayuan.io

4.34 For all payments, Dayuan will bear the responsibility for any payment-related fraud chargebacks such as stolen credit cards. 3^rd Party Sellers are always responsible for chargebacks filed for product and delivery reasons. Dayuan will not defend any delivery related chargebacks where the goods have been sent untracked. Where applicable Dayuan will endeavour to defend chargebacks raised against the 3^rd Party Seller for delivery reasons where a tracked method of shipment was used. Tracking information will be provided to Dayuan at the point of shipment, or within 48 hours upon request from Dayuan. If a product or delivery related chargeback is lost, the 3^rd Party Seller becomes immediately liable for the full amount of the chargeback and Dayuan will deduct the amount of the chargeback plus the acquirer administration fee from monies owed to the 3^rd Party Seller. If the amount of the chargeback exceeds money owed to the 3^rd Party Seller, Dayuan reserves the right to demand immediate transfer of funds from the 3^rd Party Seller to Dayuan for any shortfall.

Pricing and Delivery Policy

The 3^rd Party Seller sets and maintains the prices for their products in their local currency made available to consumers on the Site.

The 3^rd Party Seller shall specify the delivery price in Their home currency made available to consumers on the Site. Delivery prices defined by the 3^rd Party Seller shall not exceed notably what is needed to cover the actual cost of shipping.

Dayuan recommends that 3^rd Party Seller use a tracked service to ship packages. If the goods are sent untracked and the goods do not arrive with the customer, the 3^rd Party is liable for the cost of the order and must issue a refund or replacement, whichever the customer prefers.

3^rd Party Seller should provide product prices in Their home currency and the Site will make a dynamic currency conversion to present a price to the consumer. 3^rd Party Sellers receive the same amount of net funds, net of commission, in the 3^rd Party Seller’s own currency at the 3^rd Party Sellers’ submitted price, irrespective of the local currency price displayed to the shopper in their own country.

The 3^rd Party Seller is responsible for the accuracy of their product price, delivery price, and any other information required to calculate these at the time they are submitted to the Site by the 3^rd Party Seller or a third party authorised by the 3^rd Party The 3^rd Party Seller shall notify Dayuan immediately of any discrepancies in product prices, delivery prices, and any other information submitted to Dayuan. Dayuan reserves the right to insist that the 3^rd Party Seller honours the pricing and shipping costs to the Shopper as was provided to Dayuan in the 3^rd Party Seller data feed and as was therefore published on the Site.

Data Protection

6.1 In this clause the following definitions shall apply: “Data Protection Legislation” means the US and EU Data Protection Legislation and (the General Data Protection Regulation (GDPR) 2016/679) and any other directly applicable European Union regulation relating to privacy; and “US Data Protection Legislation” means any data protection legislation from time to time in force in the US.

6.2 Both Parties will comply with all applicable requirements of the Data Protection Legislation. This clause 6 is in addition to, and does not relieve, remove or replace, a Party's obligations under the Data Protection Legislation. In this clause 6, Applicable Laws means (for so long as and to the extent that they apply) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.

6.3 The parties acknowledge that for the purposes of the Data Protection Legislation, Dayuan is the data controller and the 3^rd Party Seller is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation). “Data Subject” means an individual who is the subject of Personal Data.

6.4 Dayuan will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to you for the duration and purposes of this agreement.

6.5 You warrant that you shall, in relation to any Personal Data processed in connection with the performance by you of your obligations under this agreement:

(a) process that Personal Data only on the written instructions of Dayuan unless you are required by Applicable Laws to otherwise process that Personal Data. Where you are relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, you shall promptly notify Dayuan of this before performing the processing required by the Applicable Laws;

(b) ensure that you have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

(d) not transfer any Personal Data outside of the European Economic Area unless the prior written consent of Dayuan has been obtained and the following conditions are fulfilled:

(i) Dayuan or you have provided appropriate safeguards in relation to the transfer;

(ii) the data subject has enforceable rights and effective legal remedies;

(iii) you comply with your obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(iv) you comply with reasonable instructions notified to you in advance by Dayuan with respect to the processing of the Personal Data;

(e) assist Dayuan in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f) notify Dayuan without undue delay on becoming aware of a Personal Data breach;

and

(g) at the written direction of Dayuan, delete or return Personal Data and copies thereof to Dayuan on termination of the agreement unless required by Applicable Law to store the Personal Data.

6.6 You shall not disclose the Personal Data to any Data Subject or to a third party other than at the request of Dayuan or as provided for in this Agreement.

6.7 The requirement under clause 6.6 to give notice will not apply if Dayuan believes that you are in breach of any of your obligations under this Agreement.

6.8 You shall notify Dayuan immediately if you become aware of any unauthorised or unlawful processing, loss of, damage to or destruction of the Personal Data.

6.9 You shall, at all times for the duration of this agreement, indemnify Dayuan and keep Dayuan indemnified against all losses, damages, costs, fines or expenses and other liabilities (including legal fees) incurred by, awarded against or agreed to be paid by Dayuan arising from any breach of your obligations under this clause 6, except and to the extent that such liabilities have resulted directly from Dayuan’s instructions.

Indemnity

7.1 The 3^rd Party Seller shall keep Dayuan indemnified in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by Dayuan as a result of or in connection with:

(a) any claim made against the Dayuan by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in Products, to the extent that the defect in the Product(s) is attributable to the acts or omissions of the 3^rd Party Seller, its employees, agents or subcontractors;

(b) any claim made against Dayuan by a third party arising out of, or in connection with, the supply of the Product(s), to the extent that such claim arises out of the breach, negligent performance of the Contract by the 3^rd Party Sellers, its employees, agents or subcontractors; and

(c) any claim made against Dayuan for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the manufacture, supply or use of the Product(s).

(d) any claim made a tax authority in respect of the 3^rd Party Seller failure to pay the relevant tax levels for Products sold through the Site.

(e) For the duration of the Contract, the 3^rd Party Seller shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract and shall, on Dayuan’s request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.

(f) The 3^rd Party Seller is required to arrange to test any Products offered by on the Platform(s), the cost of which shall be paid by The 3^rd Party Seller if the products fail to comply with any local regulation, laws, company policies or these Terms and Conditions. The 3^rd Party Seller will be required to produce a test report and certificates of compliance upon request.

7.2 This clause 7 shall survive termination of the Contract.

Confidentiality

8.1 A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Agreement and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party.

8.2 This clause 8 shall survive termination of the Contract.

Termination

9.1 Without limiting our other rights or remedies, Dayuan may terminate these Terms with immediate effect by giving written notice to you if:

(a) you commit any continuing or material breach of any of the provisions of these Terms and, in the case of such a breach which is capable of remedy, fail to remedy the same within 14 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;

(b) an encumbrancer takes possession or a receiver (or similar office holder) is appointed over any of your property or assets;

(c) you make any voluntary (or similar) arrangement with your creditors, an administrator is appointed or you are subject to insolvency proceedings in any jurisdiction;

(d) you go into liquidation (except for the purposes of an amalgamation, reconstruction or other reorganisation and in such manner that the company resulting from the reorganisation effectively agrees to be bound by or to assume the obligations imposed on that other party under these Terms);

(e) you cease, or threaten to cease, to carry on business;

(f) you fail to pay any amount due to us in connection with these Terms;

(g) you have at least 5% of your total Product sales for the preceding month returned by Customers in the subsequent month; or

9.2 Without limiting our other rights or remedies, we shall have the right, at our election, to:

(a) grant the 3^rd Party Seller Restricted Access to the Site;

(b) terminate your access to the Site by giving you 1 month's written notice; and/or

9.3 Without limiting your other rights or remedies, you shall have the right to terminate these Terms by giving us 1 month's written notice.

Consequences of Termination

10.1 On termination of these Terms:

(a) you shall immediately pay to us all of our outstanding monies which are properly owed to us together with any applicable VAT;

(b) you shall ensure that all orders placed before termination are fulfilled;

(c) you shall return to us any property which belongs to us. Until such property has been returned, you shall be solely responsible for its safe keeping and will not use it for any purpose;

(d) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination of these Terms shall not be affected. This includes the right to claim damages in respect of any breach which existed at or before the date of termination or expiry;

(e) all licences granted under these Terms will expire on termination;

(f) clauses which expressly or by implication have effect after termination shall continue in full force and effect; and

(g) you acknowledge and accept that we reserve the right to pass your contact details to a Customer where, on termination of these Terms, there remain any disputes or issues which are unresolved between you and the Customer.

General

11.1 Disputes: In the event that a dispute arises between 3^rd Party Seller and Customer, both parties should make every effort to resolve the dispute. Dayuan is obliged to mediate between parties or enforce, reimburse or execute fulfilment of any contract. The 3^rd Party Seller and Customer each release Dayuan (and its agents and employees) from claims, demands, and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.

11.2 Variation: Dayuan reserves the right to change any of these terms and conditions or any policies or guidelines governing the site. Any changes to the terms and conditions will be advised in advance for 21 days before becoming effective. Each 3^rd Party Seller will be notified by email of the pending change, to the email supplied by The 3^rd Party Seller. The change will become effective after the 21 days have elapsed and thereby be considered to be incorporated into (and supersede) these Terms and Conditions. A 3^rd Party Seller’s continued use of the Site following Dayuan’s notice of any changes will constitute the 3^rd Party Seller’s acceptance of such changes.

11.3 Waiver Any delay or failure by us to enforce any of the provisions of these Terms and Conditions does not imply waiver by us of the right of enforcement and we reserve all such rights of enforcement.

11.4 Severability If any term of these Terms and Conditions or the contract between us arising from your acceptance is deemed invalid, void or unenforceable, that term will be deemed severable and will not affect the validity and enforceability of the remaining provisions.

11.5 Assignment You may not assign, novate or otherwise transfer, the contract created by your acceptance of these Terms and Conditions or any rights or obligations there under without our prior written permission. We may assign, transfer or otherwise transfer our rights and obligations to another member of the Dayuan or to any acquirer of any substantial part of the Dayuan business or the assets of Dayuan.

11.6 No Warranties Your use of the Site is on an as-is basis and we give no warranty that the performance or functionality of the Site will meet your requirements. You therefore use them as well as any services provided through the Site at your own risk. We make no warranties that the Site will be uninterrupted or without error or that the specification. We may temporarily suspend access to the Site for maintenance and development purposes. Dayuan makes no other representations or warranties of any kind, express or implied, including without limitation:

The implied warranties of merchantability, fitness for a particular purpose, title and non-infringement;
Dayuan is not an agent of, and has no authority for, either 3^rd Party Sellers or Customers for any purpose.

11.7 Relationship of Parties Nothing in these Terms and Conditions will be construed as creating a partnership, joint venture, agency (save as stated above), franchise, sales representative agreement or employment relationship between you and us and the relationship between you and us is one of independent contractors.

11.8 Notices We will send notices and other communications to you at the e-mail address you have provided to us or by posting them on the Website or by first class post. You must send all notices and other communications to us by email. Any notices sent by e-mail will be deemed to have been received 24 hours after the time sent by the sender. Any notices sent by first class post to the registered office will be deemed to have been received on the next Business Day.

11.9 Force Majeure We will not be liable for any delay or failure to perform any of our obligations where we are prevented or delayed by factors beyond our reasonable control including but not limited to any failure or disruption of internet services or connectivity, any scheduled or unscheduled maintenance requirements, failure or disruption of public utilities, fire flood or storm, industrial disputes or any Force Majeure Event.

11.10 Surviving Provisions All provisions in these Terms and Conditions, that by their nature are intended to survive expiration or termination shall survive any expiration or termination of the contract created by your acceptance.

11.11 Third Party Rights A person who is not party to the Contract shall not have any rights under or in connection with it.

11.12 Governing Law and Jurisdiction These Terms and Conditions and the contract established by your acceptance of them shall be construed in accordance with and governed by the laws of England and Wales and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of English courts of London.

The 3^rd Party Seller ………………………………………………………………………………accepts these 3^rd Party Terms and Conditions.

Signed ……………………………………………

Name: ……………………………………………

Position: ……………………………………………

Date …………………………………………..

VAT/Tax ID …………………………………………..

Company number …………………………………………..

Street Address …………………………………………..

City …………………………………………..

Country …………………………………………..

Zip/Postcode …………………………………………..

Bank Name …………………………………………..

Bank Address …………………………………………..

IBAN …………………………………………..

BIC …………………………………………..

Swift/Sort …………………………………………..

Shipping Address …………………………………………..

City …………………………………………..

Country …………………………………………..

Zip/Postcode …………………………………………..

Returns Address …………………………………………..

City …………………………………………..

Country …………………………………………..

Zip/Postcode …………………………………………..

Customer Service Contact …………………………………………..

Customer Service Email …………………………………………..

Customer Service phone …………………………………………..

Schedule 1

Selling Fees

Please Select your Current Fee (applies from October 14, 2024 on Dayuan). Failure to pay the minimum monthly fee will default your Fee to the standard package for the following month.

Standard

Joining and Set-Up Fee: £35.00 (for KYC/KYB set up)

Monthly Fee / Minimum Monthly Fee: £0.00

Product listing fee: 0 – up to 500 SKUs

Branded Profile Not available

Commission: 20% of basket value, excluding VAT

Funds processing fee: 3% of Transaction value (with transaction value being basket value, tax, and shipping costs)

Bronze

Joining and Set-Up Fee: £0.00 (KYB included)

Monthly Fee / Minimum Monthly Fee: £29.95

Product listing fee: 0 – 5,000 SKUs

Branded Profile - No logo Available

Commission: 18% of basket value, excluding VAT

Funds processing fee: 3% of Transaction value (with transaction value being basket value, tax, and shipping costs)

Silver

Joining and Set-Up Fee: £0.00 (KYB included)

Monthly Fee / Minimum Monthly Fee: £49.95

Product listing fee: 0 – 10K SKUs

Branded Profile with logo Available

Commission: 18% of basket value, excluding VAT

Funds processing fee: 3% of Transaction value (with transaction value being basket value, tax, and and shipping costs)

Gold

Joining and Set-Up Fee: £0.00 (KYB included)

Monthly Fee / Minimum Monthly Fee: £99.95

Product listing fee: 0 – 25K SKUs

Branded Profile with logo Available

Commission: 18% of basket value, excluding VAT

Funds processing fee: 3% of Transaction value (with transaction value being basket value, tax, and shipping costs)

Platinum

Joining and Set-Up Fee: £0.00 (KYB included)

Monthly Fee / Minimum Monthly Fee: £149.95

Product listing fee: 0 – unlimited SKUs

Branded Profile with logo Available

Commission: 15% of basket value, excluding VAT

Funds processing fee: 3% of Transaction value (with transaction value being basket value, tax, and shipping costs)

Schedule 2

Prohibited Products

If a product is defined as a Prohibited Product by either Dayuan it must not be sold on the Site. You may not sell any of the following:

Products that are illegal in any way or contravene local rules or legislation;
Explosives, weapons and related items;
Animal parts or products;
Counterfeit, unauthorised or unlicensed merchandise;
A toy not marked with the CE mark; or
A medical device not marked with the CE mark; or
An electronic good not marked with the CE mark, without a plug, or which has been subject to a product safety recall;
An electronic good without a 2-pin EU/US plug / 3-pin UK plug (excluding shavers and similar electrical grooming Products);
A Product which infringes the IPR of a third party;
Offensive and/or Controversial Materials, classified as Products that promote, incite or glorify hatred or violence towards any person;
Medicinal Products not authorised for sale in the EU, or in a format defined locally as requiring a prescription or supervision by a licensed practitioner;
Veterinary medication not authorised for sale in the EU, or defined as requiring a prescription by a licenced veterinarian in each appropriate territory ;
Unauthorised or restricted chemicals including but not limited to biocides, pesticides, and detergents.

If you are unsure as to whether a Product is a Prohibited Product or not, please contact info@dayuan.io

Schedule 3

Optional additional 3rd party platform listing

Please check if applicable

I elect to have Dayuan list my products on its storefronts internationally across various 3rd party websites in the countries I have elected to ship in with the following charges:

Monthly listing fee £500
Commission of 8% added on top of the charges elected in Schedule 1 (Selling Fees)
These accepted Terms and Conditions shall apply.

I do not elect to have my products listed on 3rd party online platforms outside of Dayuan.

Schedule 4

Search Engine Marketing ready feeds

Please check if applicable:

I have White Backgrounds and: GTINs; EANs;, and/or UPCs for all of my SKUs.

I do not have white backgrounds, GTINs, EANs, and or UPCs for my SKUs but elect to list my products anyway. A monthly fee of £99.00 will be applied to my account for Dayuan to make my SKUs products ready for search engine marketing until completed.

Schedule 5

Mandatory use of Dayuan Logistics Solutions

Please check if applicable:

I acknowledge that I will utilize Dayuan’s shipping service for all sales made via the platform unless otherwise specified by Dayuan in writing.