Seller terms and conditions
1. These terms and conditions set out how you may use the Libazon marketplace platform (“Platform”) to sell your products. They apply to all activities and transaction.
2. We may amend these terms and conditions from time to time. Amendments will be effective upon our posting of such updated terms and conditions on the platform and where reasonably possible notify you of said amendments. Your continued access or use of the Platform to sell your products after such posting constitutes your consent to be bound by the Seller terms and conditions (as amended).
3. The Libazon contracting party is Libazon S.A.R.L., a limited liability company incorporated under the laws of Lebanon (”Territory”) whose main office is at Libazon, Hafet Al Hajal, Chhim, Chouf, Lebanon (herein after referred to as “Libazon”)
4. To use Libazon to sell products, you must register with us and create a valid Seller account. Seller, shall mean either you, as an individual if using Libazon on your own behalf, or the business employing you as its representative if registering as a business.
5. Subject to these terms and conditions, we hereby grant you a non-exclusive, non-transferrable, non-assignable and non-sub licensable license to use our Platform / Libazon services to sell your products to consumers in the Territory.
6. Creating a Seller Account
6.1. You must create a Seller account with us. If you are an individual, you need to be a resident of the [Territory] and if you are a business, you need to be able to conduct business in accordance with applicable [Territory] laws.
6.2. You or your authorised users/representatives must be 18 years and older, to open a Seller Account.
6.3. We may assist you with creation of a Seller account after receiving the necessary information from you. You agree to provide all relevant and accurate information to us while your account is active.
6.4. When registering your Seller account, you must provide valid and authentic supporting documents as we may specify, including (but not limited to) identity document (“ID”) (of all authorised users) or company registration documents for verification. You must not register under a false name and/or impersonate any other Sellers’ log-in credentials, or password(s).
6.5. Submission of your information as per the Seller registration form does not automatically give you the right to access and use the Libazon services.
6.6. We have the right not to grant you access to a Seller’s Account or to revoke such right and disable any user identification code, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms and conditions.
6.7. Verification information: In certain instances you may be asked to provide additional information to access or use the Services. The additional information shall only be utilised to verify your details. You agree that you may be denied access to or use of the Services or part thereof if you refuse to provide the requested information. We will notify you if we cannot verify your identity or whether your banking details are correct.
6.8. By signing up to a Seller account, you agree that:
6.8.1. You are the Seller of each of your products and that you are not acting on behalf of any other person (in any capacity).
6.8.2. You have the requisite rights and authority to enter into an agreement with us and to perform your obligations as per these terms and conditions.
6.8.3. You have the proprietary rights, licenses, permissions, authorizations, consents and/or permits to promote and sell your products via Libazon. You are solely responsible for any products placed or distributed through Libazon and breach of any third party contracts.
6.8.4. By creating a valid Seller account, you agree, at the time of creation, to be bound by and comply with these terms and conditions and all policies, guidelines, and other terms on Libazon. This shall include any service specific terms for any of our services that you may request from us and which we may agree to provide to you from time to time.
7.1. You are responsible for all activity that occurs under your Seller Account, You are solely responsible for maintaining the security of your log in details. We do not store your password on our systems. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with these terms). You are also solely responsible for any use of or action taken using your password. If your password is compromised, you must immediately change it.
7.2. We have the right to disable any user identification name or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of these terms.
8. Our services
We offer web and mobile apps for you to offer your products to customers, and complete transactions in the Territory. As the Seller, you acknowledge that Libazon does not take title or ownership of your products or the inventory of products at any point in time by virtue of the provision of our services. Title to your products shall remain with you until successful and completed delivery to the customer or return to you.
9. Seller’s duties
Applicable laws and regulation:
9.1. As a seller, you may only use the Platform for lawful purposes and in a lawful manner. You must comply with all applicable laws in the Territory.
9.2. Products offered for sale on the Platform must comply with all applicable laws and regulations and with Libazon’s policies and guidelines as may be specified and updated from time to time. The sale of illegal, unsafe, or restricted products including products available only by prescription, is strictly prohibited.
9.3. You must ensure that your products do not cause any personal injury or damage to property or any third party. Liabilities incurred for not following relevant health and safety requirements and/or selling products which are harmful to individuals or any persons’ property will be at your sole risk and cost. It is the seller’s responsibility to place the required warning labels or notices on the products where required.
9.4. Prior to listing or requesting us to list your products on Libazon, we encourage you to seek independent legal advice if you have questions about the laws and regulations concerning your products.
9.5. Products that we consider potentially harmful (including, for example, to the health and safety of individuals) may require you to provide additional warranties to us to continue their sale via Libazon. It is your responsibility to adhere to any laws that may apply to the sale of such products.
9.6. We reserve the right to reject products that we deem prohibited, illegal, restricted, or unsafe.
Products and product material and information:
9.7. You will have to comply with our Acceptable Use Policy;
9.8. You must ensure that your products correspond to the images uploaded to the site and information supplied to us.
9.9. It is your duty not to place any inaccurate or misleading advertising or information about your brand or products.
9.10. It is your responsibility to ensure that the product pricing is correct at all times;
9.11. It is your duty to ensure that all new products listed on Platform are original (not pirated) and free from any defects.
9.12. You will provide the required warranties, guarantees, maintenance and any after-sales service for the purchased products in accordance with market practices, Libazon guidelines, policies, and applicable laws.
9.13. You will not sell any refurbished or used items, and the products will always be new and unused, unless this is expressly stated.
9.14. You are responsible for any nonconformity or defect in, or any public or private recall of, any of your products or other products provided in connection with your products. You will notify us promptly as soon as you have knowledge of any public or private recalls of said products.
9.15. You will comply with all instructions, if any, specified by the manufacturer, distributor, and/or licensor of a product specifying the date before which specified information for such product should not be disclosed publicly, or such product should not be made available to customers.
9.16. If we are notified by a Seller or a third party brand owner, or via a court or government order that products (or any part thereof) violate, in accordance with applicable laws, the Intellectual Property Rights (IPRs) such as copyright, patents, database rights and rights in trademarks, designs, know-how, domain name, moral right, trade secret right, or any other IPR or similar forms of protection existing anywhere in the world, we may remove such products from the Platform at our sole discretion. We may also request the removal of such products by you within a reasonable timeframe (notified in writing).
9.17. You agree to indemnify us for all loss (including to the extent that any loss is direct or indirect and/or relates to, or includes, any costs of investigation or professional fees or expenses) incurred or suffered if your product is found to be counterfeit or refurbished or not original; or if any other type of fraudulent conduct is identified on your part.
9.18. If you are found to be in breach of these terms, you must accept the return of products and you may become liable to Libazon.
9.19. As the Seller, you will:
9.19.1. Provide the products sold on the Platform in accordance with the terms of each order and delivery information as displayed on the Platform.
9.19.2. Notify us that your products are available for collection as soon as the order is placed or as specified by you in the product information. If you are unable to meet your committed delivery date, as specified by you, you acknowledge and agree that we reserve the right to charge for any loss suffered or incurred by us for your delays in delivery against agreed timelines; or cancellation of a confirmed order placed by a customer.
9.19.3. Provide us with information regarding order status as requested by us, using the processes designated by us, of which we may make any of this information publicly available.
9.19.4. Not contact customers (whether by telephone, messaging, email or other communication method) to confirm orders or fulfilment of your products or for any other reason, unless expressly agreed by us.
9.19.5. Only cancel any sale of your product through the Platform as per our guidelines and policies.
9.20. You undertake to comply with our Returns and cancellations policy. The return policy shall apply as long as the products are in the original packaging and are returned to you in the original condition in which they were purchased and received.
9.21. In accordance with the policy our customer support team will arrange collection and return of the product(s) to you, at which point we will make a full refund to the relevant customer, if applicable.
9.22. Subject to the provisions of this clause, you must always accept return of a product. In the event of a return which is not based on any alleged breach of your obligations, Libazon will not levy any costs or penalty (unless expressly stated otherwise in these terms and conditions).
9.23. We shall return the products to your designated shipping address. If the designated shipping address we have for you is outdated or incorrect, or you have not provided a designated shipping address, then the product(s) will be deemed abandoned and we may elect to dispose of them.
9.24. You will reimburse us for all costs and expenses we incur in connection with the storage, and return or disposal of any products. We may dispose of any products (and you will be deemed to have consented to our action) immediately if we determine in our sole discretion that such products create a safety, health, or liability risk to Libazon, our personnel, or any third party. To the extent that we elect to dispose of any such products, title to each such disposed product(s) will transfer to us at no cost, as necessary for us to dispose of the product(s), and we will retain all proceeds, if any, received from the disposal.
9.25. You will promptly accept and process returns and cancellations in accordance with our Returns and cancellation policy. Without limiting your obligations, we may in our sole discretion accept, calculate, and process cancellations, returns, refunds, and adjustments for the benefit of customers. We will make any payments to customers in the manner we determine, and we may deduct such amounts through your Seller account.
10. Improved product price
10.1. The Seller agrees that if at any time during the Term it sells any product to a comparable customer (via its own website or in the Seller’s store) for less than the product fees then presented on the Platform, it shall reduce the relevant product fees to match the lower price for so long as the lower price is available.
10.2. Product Fee Review: The parties shall meet as per the agreed frequency to review and, where appropriate, agree changes to the product fees. Agreed changes shall take effect no later than 5 (five) days subsequent to the Product Fees Review and where agreement was reached between the parties. In agreeing Product Fees for the following period, the parties shall have regard to the following factors:
10.2.1. changes to the Seller’s costs of manufacturing and distributing the products;
10.2.2. the volumes of products ordered by, and supplied to, the consumers;
10.2.3. the price at which the Seller supplies the products to comparable customers;
10.2.4. the prices at which comparable products are supplied by other suppliers in the open market;
10.2.5. any cost reductions achieved by the Seller since the last Product Fees Review (to the extent that they have not already been taken into account in the Product prices); and
10.2.6. currency fluctuations;
10.2.7. Consumer Price Index;
10.2.8. any deficit.
11. Fees and payments
11.1. The fees for our services are as set out in the Fees and payment terms section.
11.2. You will list product prices in US dollars or local currency. We will deduct our fees and make payments to you in the currency the product was purchased, 5 (five) working days following delivery of the product to the consumer.
11.3. You are responsible for payment of taxes in connection with products (including withholding costs and any interest or penalty payments that may be imposed by any competent authority for late or non-payment of such taxes, in each case in accordance with any applicable laws). All such amounts are in addition to our fees.
11.4. All fees are exclusive of any applicable taxes and duties, including, without limitation VAT, sales and similar transaction taxes, excise taxes and gross receipts taxes (“Indirect Taxes”). If the fees payable by you are subject to Indirect Taxes, then we will charge you the Indirect Taxes in addition to our fees. You will provide such information to Libazon, as reasonably required, to determine whether Libazon is obligated to collect Indirect Taxes from you or to allow us to comply with our legal obligations in relation to the correct collection and enforcement of Indirect Taxes.
11.5. Collection and delivery charges for returns will be deducted by us before releasing payment to you during the relevant month.
11.6. We will use reasonable endeavours to ensure that the cost of each item minus our fees will be released to you in accordance with our payment terms after successful product delivery, and in any event not later than 5 (five) business days after delivery. This period will always be subject to any customer dispute or dispute resolution time.
11.7. It is the responsibility of the Seller to give us correct and up-to-date payment information. If the payment information provided is outdated or incorrect, or you have not provided a designated shipping address, then we are not liable for any delay in payment.
11.8. Libazon and the Seller shall endeavour to resolve all and any payment conflicts amicably, and in the absence of an acceptable resolution, we will refer the conflict in accordance with applicable laws.
11.9. The Seller shall keep such records and accounts in respect of the products as comply with all applicable laws, and any reasonable written requests made by us, and provide to us, and/or auditors access at reasonable times to the Seller facilities and to information, records and documentation relating to the products.
12. Limited Exclusivity
12.1. Subject to clause 12.2, from the date you agree to this agreement, you, your respective agents, representatives and employees shall sell your products only on:-
12.1.1. Libazon's website;
12.1.2. on your own website(s); or
12.1.3. in your store(s)
12.2. Where you sell your product exclusively on the Libazon website, we may waive certain fees as per our fees and payment terms;
12.3. “Most-Favoured Customer”. The Seller acknowledges, represents and warrants that if the Seller offers to any new or existing customer any product similar to any of the products made available on the Platform on similar terms with regard to duration, risk and Territory, at a price lower or at a discount greater than the price charged or the discounts offered on the Platform, then it shall offer such lower prices or discounts to the consumer via the Platform on the same terms as provided to such other customer of the Seller.
12.4. This clause shall stay valid as long as you are a member of the Libazon seller community.
13. Intellectual property
13.1. Libazon and its licensor’s intellectual property: We and our licensors shall retain all right, title and interest in and to the Libazon and its licensors intellectual property. As of the commencement of this agreement, the Seller is granted a fully paid-up, non-exclusive license for the continued duration of the this agreement to perform any lawful act including the right to use the Platform and other intellectual property made available by Libazon for the sole purpose of presenting and sell the products to the Platform users/consumers pursuant to the Agreement.
13.2. Seller content and material: Libazon has the right to, and you license Libazon and its licensors to, use, copy, distribute, modify and disclose to third parties any content, trademarks, materials (such as product information or product images), or data that you upload on the Platform. You warrant that you are entitled to grant such licence. This license you grant to us is royalty-free, non-exclusive, worldwide, perpetual, and an irrevocable right to use, reproduce, perform, display, distribute, adapt, modify, reformat, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of your materials. We will not alter any of your trademarks from the form provided by your (except to resize trademarks to the extent necessary for presentation, and so long as the relative proportions of such trademarks remain the same). We also agree to comply with your removal requests as to specific uses of your trademarks (provided you are unable to do so yourself using Libazon’s standard functionality).
13.3. Libazon and Supplier names and trademarks: Except as may be necessary to deliver the products to consumers via the Platform in accordance with the Agreement, the Supplier and Libazon shall have no right to use, and shall not use, the name of the other party ["the owning party"] and/or any of its affiliates' logos or trademarks in any manner without the prior written consent of the owning party which consent may be withheld in the owning party's sole discretion. The Seller shall not issue any public release regarding the agreement or the products to be provided hereunder without the consent of Libazon, which consent may be withheld in Libazon’s sole discretion.
13.4. Nothing in these terms and conditions will prevent or impair our right to use your materials without your consent, to the extent that such use is allowable without a license from you under the applicable law.
13.5. We do not grant any license to you except solely as is strictly necessary for you to use our services that we agree to provide to you.
14. Seller’s release and indemnity
14.1. The Seller releases Libazon and agrees to indemnify, defend, and hold harmless Libazon, its shareholders, its affiliates, and its respective officers, directors, employees, representatives, and agents against any claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) against any claim arising from or related to:
14.1.1. Your actual or alleged breach of any obligations in these terms and conditions.
14.1.2. Any means, other than Libazon, through which you or any of your affiliates offer products or services.
14.1.3. Your products (including their offer, sale and performance).
14.1.4. Your materials and information.
14.1.5. Any actual or alleged infringement of any Intellectual Property Rights by you, your representatives or affiliates.
14.1.6. Any personal injury, death, or property damage related to your products.
14.1.7. Inadequate instructions or warnings provided to the consumer pertaining to any hazard arising from or associated with the use of the products;
14.1.8. Any third party warranting, administering or otherwise involved in the offer, sale, performance, or fulfilment of your products, including any of your employees, representatives, agents, contractors, or subcontractors (including any act or omission by any of them or any claim brought or directed by any of them).
14.1.9. Taxes imposed on or payable by you for the sale and/or supply of products.
14.2. You will use counsel reasonably satisfactory to us to defend each indemnified claim. If at any time we reasonably determine that any indemnified claim might adversely affect Libazon, we may take control of the defence. You may not consent to the entry of any judgment or enter into any settlement of a claim without our prior written consent, which may not be unreasonably withheld.
14.3. We reserve the right to enforce our rights under this provision by withholding amounts otherwise due to you under these terms and conditions.
15. Libazon’s liability
15.1. Libazon and any of our services, or any functionality used or relied on, including all content, software, functions, materials, and information made available on or provided in connection with our services are provided “as-is.”
15.2. Each Libazon entity or person is liable for its own obligations under the terms and conditions and is not jointly liable for the obligations of any other Libazon entity or person under these terms and conditions. As a user of the Platform, you use it and our related services at your own risk.
15.3. To the fullest extent permissible by law, Libazon and its affiliates disclaim:
15.3.1. Any representations or warranties regarding these terms and conditions.
15.3.2. Any transactions anticipated by these terms and conditions, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
15.3.3. Any implied warranties arising out of the course of dealing, course of performance, or usage of trade.
15.3.4. Any obligation, liability, right, claim, or remedy in tort, whether or not arising from our negligence.
15.4. Libazon and its licensors do not warrant that the functions contained in the website or the apps or any Libazon or its affiliates or licensors services will meet the Seller’s requirements or be available, timely, secure, uninterrupted, or error-free. Libazon, its affiliates and licensors will not be liable for any service interruptions, including but not limited to system failures or other interruptions that may affect the receipt, processing, acceptance, completion, or settlement of any transactions.
15.5. Libazon, its affiliate and licensors shall not be liable for any loss of profits, goodwill, business, clients, contracts, revenue, the use of money, anticipated savings or data or any special, indirect or consequential loss and such liability is excluded whether it is foreseen, foreseeable, known or otherwise. For the purposes of clarity it is recorded that the provisions of this clause 15.5 apply whether such loss is direct, indirect, consequential or otherwise.
15.6. Any liability to you, or any other person arising out of these terms and conditions or anticipated transactions, whether in contract, warranty, tort (including negligence, product liability, or other) for the cost of cover, recovery or recoupment of any investment or for any loss of profit, revenue, business or data or punitive or special or consequential damages, shall not exceed in aggregate an amount equal to the amounts during the prior three-month period that was paid to you for the service that is giving rise to the claim and liability. This applies even if Libazon or its affiliates have been advised of the possibility of those costs or damage.
15.7. We will not be liable for any delay or failure to perform any of our obligations under these terms and conditions by reasons, events or other matters beyond our reasonable control.
16.1. If the gross proceeds from any sale of your product(s) through the Platform exceeds an amount equivalent to US$10,000 or the equivalent amount in the Territory currency during each month over any period of three consecutive months, or otherwise if requested by us, then within 30 days you will maintain commercial general, umbrella or excess liability insurance with an equivalent limit of US$1,000,000 or the equivalent amount in the Territory currency. This should per occurrence and in aggregate cover liabilities related to the operation of your business, including products and bodily injury, with policy(ies) naming Libazon and its assignees as additional insureds. At our request, you will provide to us certificates of insurance for the coverage.
17. Suspension of services
17.1. Libazon may suspend our services or access to a Seller account without liability where we have identified an actual or potential personal, financial or legal risk to the customer (which may include the following circumstances):
17.1.1. If you breach these terms and conditions or any of our policies.
17.1.2. If you fail to reasonably cooperate with an investigation by Libazon.
17.1.3. Where we reasonably believe that our continued provision of any of our services would expose the Seller or Libazon or their respective affiliates or customers to a material security risk or a regulatory action.
17.1.4. The Seller’s performance does not meet Libazon’s reasonable expectations.
17.2. We are under no obligation to provide any information, material or document back to you, either before or after cancelation of a Seller account.
18. Confidentiality and disclosure
18.1. During the course of your use of Libazon, you may receive information relating to us or to our services and transactions that is not known to the general public (“Confidential Information“). You agree that:
18.1.1. All Confidential Information will remain Libazon’s exclusive property.
18.1.2. You will use Confidential Information only as is reasonably necessary for your participation in our services.
18.1.3. You will not otherwise disclose Confidential Information to any other person or third party.
18.1.4. You will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in these terms and conditions.
18.2. Neither you nor your affiliates, directly or indirectly, will:
18.2.1. Disclose any Libazon or its affiliates transaction information, except as necessary for you to perform your obligations under these terms and conditions, and if you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you.
18.2.2. Use any Libazon or Platform transaction information for any marketing or promotional purposes whatsoever, or in any way inconsistent with our privacy policies or applicable law.
18.2.3. Contact a person that has ordered your product with the intent to collect any amounts related to the sale or to influence that person to make an alternative transaction.
18.2.4. Disparage us, our affiliates, or any of our or our affiliates’ products or services, or any customer.
18.3. In addition, you may only use tools and methods that we designate to communicate with users of the Platform regarding transactions that you carry out on it. The terms of this paragraph do not prevent you from using other information that you acquire without reference to the Platform transaction information for any purpose, even if that information is identical to Libazon transaction information.
18.4. Platform transaction information means, collectively, order information and any other data or information acquired by you or your affiliates from the Platform, its affiliates, or otherwise as a result of these terms and conditions, or the transactions contemplated by these terms and conditions.
18.5. You may not issue any press release or make any public statement related to our services, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission. You may not misrepresent or embellish the relationship between us in any way.
18.6. Libazon affiliates reserves the right to report any activity that either it suspects violates any applicable law to appropriate law enforcement officials, regulators, or other third parties. To cooperate with governmental requests, to protect Libazon and its customers, or to ensure the integrity and operation of Libazon’s business and systems, Libazon may access and disclose any information it considers necessary or appropriate, including but not limited to Seller account details, contact details, IP address and traffic information, usage history, and posted content.
18.7. Both Libazon and the Seller shall each protect customer data as per their respective policies and applicable laws.
19. Data Privacy
19.1. The Seller acknowledges and agrees that all data (including personal information) provided by Libazon or obtained via the Platform or received from any consumer that utilises the Platform, or to which the Seller may be exposed, shall constitute Confidential Information and where applicable, Intellectual Property belonging to Libazon or its licensors.
19.2. The Seller hereby warrants, represents and undertakes in favour of Libazon that:
19.2.1. The processing of Personal Information will be solely and exclusively in the manner and for the purposes for which the personal information, or access to it is provided by Libazon or obtained via the Platform;
19.2.2. The Seller shall not retain any consumer personal information subsequent to execution of a product order, unless otherwise authorised by Libazon in writing;
19.2.3. The Seller must notify Libazon immediately where there are reasonable grounds to believe that the personal information of a consumer has been accessed or acquired by any unauthorised person and that it shall assist Libazon with any investigation where required;
19.2.4. It shall adhere to all data protection legislation relevant in the Territory;
19.2.6. The Seller shall accordingly inform its staff and ensure that they aware that any personal information as obtained as result of this agreement is confidential
20. Changes, updates and upgrades
20.1. We reserve the right to change these terms and conditions at any time and at our sole discretion. We may also amend our services and introduce or implement new business rules, and customer care guidelines from time to time.
20.2. Any changes will be effective upon the earlier of posting of the revisions on Libazon and/or notification to you, without any further notice to you. You are responsible for reviewing any applicable changes. Your continued use of Libazon (which may be illustrated through your accessing your Seller account) and our services following our posting of any changes, notification and/or ‘click through’ acceptance will constitute your acceptance of such changes.
20.3. Whilst we endeavour to keep our operations safe and secure, we cannot guarantee the continuous operation of or access to Libazon. The Seller acknowledges that we may, from time to time, upgrade features of the website or apps and or certain aspects of our services. For the Seller to benefit from any such upgrade, we may make changes to the provision of any of our services and the procedures by which the Seller receives any of our services. We may also, from time to time change any of our services to the extent required to comply with any change in applicable laws.
20.4. The Seller agrees that no terms of business that you produce or send to Libazon shall have any legal force or effect. If you do not agree to any change, please stop using Libazon.
21.1. Unless terminated as per clause 32 below, these terms and conditions shall commence on the date on which your Seller account is created (and same has been communicated to you in writing) and shall thereafter remain in force on a perpetual basis.
22.1. General: Should either Party ("Defaulting Party") commit a breach of the Agreement and fail to remedy such breach within 14 (fourteen) days of having been called upon in writing by the other Party ("Aggrieved Party") to do so then the Aggrieved Party may, in its discretion terminate the Agreement on 14 (fourteen) days’ prior written notice to the Defaulting Party, in which event such termination shall be without prejudice to any claims which the Aggrieved Party may have for damages against the Defaulting Party occasioned by the termination of the Agreement in terms of this clause.
22.2. Other grounds for termination by us. Should the Seller:
22.2.1. effect or attempt to effect a compromise or scheme of arrangement with its creditors; or
22.2.2. be provisionally or finally liquidated or be placed in judicial management, or sequestrated whether provisionally or final; or
22.2.3. cease or threaten to cease to carry on its normal line of business or default or threaten to default in the payment of its liabilities generally, or commit any act or omission which would be an act of insolvency;
22.2.4. fail to adhere to any legal requirement or breaches any term or condition of any licence, authorisation or consent required for the provision of the products and which failure or breach we, in our sole discretion, considers to be detrimental to our business;
22.2.5. not perform in accordance to the agreed Returns and Cancellation Policy; or
22.2.6. where we have received various complaints about the Seller from consumers and despite notification of such complaints the Seller has neglected to rectify same within the prescribed period to our satisfaction (our sole discretion) then we may, in our discretion, immediately terminate the Agreement on written notice to the Seller, in which event such termination shall be without prejudice to any claims which we may have for damages against the Seller occasioned by the termination of these terms and conditions.
22.3. Termination for convenience: We may terminate these terms and conditions (in full or in part) at any time at our sole discretion although we shall try to give 21 days’ notice to Sellers.
23. Consequences of Termination
23.1. Upon termination, your Seller account shall cease to be accessible.
23.2. No termination of these terms and conditions shall:
23.2.1. Affect any accrued rights or liabilities of either party.
23.2.2. Affect the coming into force, or the continuance in force, of any provision of these terms and conditions which is expressly, or by implication, intended to come into force or continue in force on or after termination.
23.2.3. Require a court or judicial order
23.3. To the extent relevant, the Seller shall immediately return to Libazon all property (including without limitation, confidential information and all material related to any customers) that it has received from Libazon in connection with the performance of its obligations.
23.4. We are under no obligation to provide any information, material or document back to you, either before or after termination of these terms or conditions.
24. Governing law and disputes
24.1. These terms and conditions shall be governed by and construed in accordance with the laws of the Territory.
24.2. Any dispute, claim or controversy arising out of or in connection with these terms and conditions (including a dispute, claim or controversy relating to any non-contractual obligations) shall be referred to the parties’ respective senior officers for resolution. If any dispute remains unresolved 21 days after being referred to the parties’ officers, the parties agree to submit the matter to the mediation settlement procedure under the rules of the Lebanese Center for Mediation and Conciliation (LCMC) of the Lebanese Association for Mediation and Conciliation (LAMAC). Unless otherwise agreed between the parties, the mediator shall be nominated by an authorised representative of LAMAC.
24.3. Except in relation to any claim or action for non-payment of the fees, Libazon and the Seller shall take all reasonable steps to mitigate the loss and damage they incur in relation to any claim or action (whether for negligence, breach of contract, misrepresentation, under any indemnity or otherwise) which they bring against the other.
25. Independent parties
25.1. The Seller and Libazon are independent contractors, and nothing in these terms and conditions will create any partnership, joint venture, agency, franchise, sales representation, or employment relationship between them. You will have no authority to make or accept any offers or representations on our behalf. These terms and conditions do not create an exclusive relationship between you and us.
25.2. Nothing expressed or mentioned in or implied from these terms and conditions is intended or will be construed to give to any person other than the parties to these terms and conditions any legal or equitable right, remedy, or claim under or in respect to these terms and conditions.
26.1. All notices, demands, requests, approvals, consents or other communications to be given or delivered under these terms and conditions (“Notices“) by you to Libazon must be given in writing via email to email@example.com. Notice will be deemed to have been given when acknowledged by email reply within two days after email dispatch.
26.2. We may notify you in writing via your email account or by delivering a hard copy of such notice by courier to the address you have provided to us and which in each case will be deemed to have been given upon being sent or dispatched (as appropriate). If there is any conflict or inconsistency between the provisions of the English language version of these terms and conditions and any translated version, the wording of the English language version shall prevail.
27. Force Majeure
Performance of the obligations of either Party hereto in terms of the agreement shall be excused for as long as and to the extent that such party is unable to perform because of any cause beyond its control and for which it is not responsible which, if qualifying as such shall include, without limitation, an act of God, State, terrorism, war (whether declared or not) or sabotage; fire, flood, riot, strike, lock-out, downtime of any communication infrastructure or utility services or governmental restriction, affecting the performance of such obligations, provided that:
27.1. the Party claiming such inability:
27.1.1. shall, when that Party knows that it is likely to occur and when it occurs, immediately inform the other Party (which shall be confirmed in writing as soon as possible thereafter as is possible) detailing the circumstances on which it relies and an estimate of the likely duration of such inability; and
27.1.2. shall, when that Party knows that such inability is likely to terminate and when it terminates, immediately inform the other Party, which shall be confirmed in writing as soon thereafter as is possible;
27.2. the Parties shall co-operate together and use all reasonable efforts to overcome, or failing which, to minimise the effect of such inability;
27.3. We shall not be obliged to pay the Seller to the extent that the Seller itself is prevented from providing the products during the period of any such inability.
28.1. Our rights under these terms and conditions may be exercised as often as necessary, and unless otherwise expressly provided, are cumulative and not exclusive of rights and remedies provided by applicable law. They may be waived only in writing and specifically.
28.2. Delay in the exercise or non-exercise of any right is not a waiver of that right.
29. Third party rights
29.1. Our licensors shall be entitled to enforce their rights in terms of the Platform and any other intellectual property they may own or have a license to at any time.
30. Entire agreement
30.1. These terms and conditions and the documents referred to in them contains the whole agreement between Libazon and the Seller, superseding any other agreements between them.
30.2. Except as required by applicable law, no terms shall be implied (whether by custom, usage or otherwise) into these terms and conditions in them. Each party acknowledges that, in agreeing to enter into these terms and conditions, it has not relied on any express or implied representation, warranty, collateral contract or other assurance (except those set out in these terms and conditions).
31.1. Should any of the terms and conditions of the Agreement be held to be invalid, unlawful or unenforceable, such terms and conditions will be severable from the remaining terms and conditions, which will continue to be valid and enforceable. If any term or condition held to be invalid is capable of amendment to render it valid, the Parties agree to negotiate an amendment to remove the invalidity.
32.1. The Seller represents and warrants that the country of origin of the products is not a country subject to UK https://www.gov.uk/guidance/sanctions-embargoes-and-restrictions or other applicable government authority sanctions prohibiting a UK person or other individual, corporation, organization or entity from importing such products at the time of import into the destination country or at the time Libazon collects the products from the Seller.
32.2. The Seller represents and warrants that the Seller and its financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the UK government, or any other applicable government authority.
33.1. Neither the Seller nor Libazon may assign its rights or obligations set out in these terms and conditions without the prior written consent of the other party, except that Libazon may assign these terms and conditions to an affiliate or in connection with any merger, reorganization, sale of all or substantially all of its assets or any similar transaction. Subject to this limitation, these terms and conditions will be binding upon, inure to the benefit of, and be enforceable by the Seller and Libazon, and their respective successors and assignees.