SELLER MARKETPLACE AGREEMENT

Terms and Conditions

By entering into this Marketplace Agreement ("Agreement") you (“Seller”, “you”, "your") represent that you are an adult of at least 18 years of age, capable of validly entering into agreements and performing your obligations hereunder. BY REGISTERING FOR AND USING THE SERVICES, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, AND ALL POLICIES OF THE PLATFORM ARE INCORPORATED BY REFERENCE.

TopzMall reserves the right to notify you from time to time of changes to the terms and conditions of this Agreement.

Overview

1. TopzMall Services to You

TopzMall offers you general services consisting of:

and other additional services that you may request and that we may offer you.

For more information see Section 2 and 6 of the Terms.

2. Products You Can Sell

You can sell goods that are legally permitted to be sold and that comply with our Policies. Since the goods are sold by you, you are responsible for all product warranties, defects, etc. as if you had sold the goods directly to TopzMall platform users or Customers.

For more information see Section 4 of the Terms.

3. Fulfilment

Depending on the mode of fulfilment, orders must be ready for collection by delivery partners within 24 hours of the order being notified to you, or as set out in the Policies.

For more information see Annex 4.

4. Payment

TopzMall will remit to your bank account the sales proceeds after deducting Fees due and payable to TopzMall for offering the Services to you.

For more information see Sections 2, 3 and 6 of the Terms and Schedule A.

5. Your Obligations

When listing your goods, you must ensure that you have the right to use the advertising materials (photos, text, etc.) you upload on our site. After shipping your products, you are responsible for returns and product warranties.

For more information see Sections 4, 9 and 11 of the Terms and Annex 3.

6. How To End Our Relationship

You may end your seller relationship with TopzMall at any time and without penalty by providing us 14 days’ written notice of your intention to discontinue the use of our services.

For more information see Section 12 of the Terms.

7. Dispute Resolution

This Agreement is governed by the Laws. Where we are in disagreement regarding any matter, we will first try to find an amicable solution to our disagreement. If this fails, either party may refer the matter to arbitration.

For more information see Annex 2.

8. Definitions and Interpretation

See Section 13 of the Terms and Annex 1.

Details

1. Acceptance

A. Any person who wants to access the Platform and use the Services to sell Goods must accept the terms and conditions of this Agreement ("Terms") without change.

B. TopzMall reserves the right to change at any time and in its sole discretion any of the terms and conditions contained in these Terms, the Schedules and Annexes, and any fees, procedures, Policies governing the Services, or the Platform. These changes will take effect seven (7) days from notification by notice to Seller or posting on the Platform or otherwise. Changes to fees and Policies may be posted without notice. Seller is responsible for reviewing notices and Policies. Seller's continued use of the Services, the Platform following the changes taking effect will constitute Seller's acceptance of such changes and if Seller does not agree to any changes to these Terms or to the Policies, Seller must discontinue the use of the Services, the Platform (except to the extent required herein) and the Agreement will be terminated. For the avoidance of doubt, newer versions of the Terms and/or Schedule(s) supersede older versions.

C. Use of the Services, the Platform is limited to parties that can enter into and form contracts under applicable law. You represent and warrant that: i) you are an adult of at least 18 years of age capable of validly entering into the Agreement and performing your obligations hereunder; ii) where you are a business, that a) you are, and will remain at all times, a business duly organized, registered, validly existing and in good standing under the laws of the country in which the business is registered; b) you have all requisite right, power and authority to enter into the Agreement and perform your obligations hereunder; and c) any information provided or made available by you or your Affiliates is at all times accurate and complete. You further represent and warrant that you and any person or entity that has a financial interest in your business, or any person or entity you are acting on behalf of: a) has no affiliation with any TopzMall employee which may result in a potential or actual conflict of interest; b) has not been barred or otherwise prevented from selling on TopzMall; or c) has not been involved in any lawsuit or claim that has a bearing on the Agreement.

D. For Personal Seller, you must be verified Yippi user with minimum Level 3 / 50,000 followers and subject to our approval.

E. For Company/Business Seller, you must be verified Yippi user and submit all the supporting business documents together with any brands’ authorization/distributorship certification/letters. Subject to our approval upon review.

2. Services - Fees (platform fees(administration fee)-6% from the total sales)

A. TopzMall provides a platform for third-party sellers and buyers to complete transactions. Except as set out in the Agreement, TopzMall is not involved in the actual transaction between Seller and Customers. As owner or provider of the Goods and vendor thereof, it is up to Seller to, among others, ensure the sale is legally authorised, accurately describe the Goods, package, ship, insure, warrant and fulfil all other sale and after sale obligations applicable by law or by trade. Seller uses the Services, the Platform, at its own risk.

B. Seller authorizes TopzMall to act as its exclusive payment processing agent for the purpose of: i) collecting the Sales Proceeds and in general any sums due or owing under the Agreement and holding the same; ii) processing customer payments, refunds and adjustments; (iii) remitting the Payment; and iv) paying to TopzMall, to TopzMall Affiliates and to third parties (including Customers) any amounts Seller owes to them. As a payment processing agent, TopzMall will have no responsibility with respect to the legality of transactions occurring between Seller and Customers and Seller undertakes that all transactions are in compliance with the Laws (including anti money-laundering regulations).

C. The services ("Services") provided by TopzMall under the Agreement are classified as:

(a) General Services ("General Services") consisting in: i) the listing and publishing of Content Materials regarding the Goods on the Platform; ii) the offering for sale of the Goods on behalf of Seller; iii) limited Customer care services; iv) Order verification; v) management of deliveries and returns; vi) collection, reconciliation and execution of all Sales Proceeds as payment processing agent for Seller; and vii) other services ancillary to the Services; and

(b) if applicable, Additional Services that may be provided to Seller by TopzMall or by third parties.

D. In consideration of the provision of Services, TopzMall will be entitled to charge and invoice Seller the Fee.

E. Seller agrees that Customers satisfy their obligations to Seller as regards the Customer Agreement when TopzMall receives the Sales Proceeds.
TopzMall's obligation to remit funds received by it on Seller's behalf is limited to the Payment.

F. TopzMall will provide to Seller information in relation to each Order as necessary under the Agreement.

G. TopzMall will provide support services to Seller by way of coordinating and answering Customer enquiries.

H. Sellers agrees that TopzMall may provide Seller with electronic documents such as tax invoice, receipt, credit note, debit note, or any other document TopzMall may issue in compliance with the Laws.

3. Sales Proceeds - Payment

A. Sales Proceeds will represent an unsecured claim against TopzMall. TopzMall may combine Sales Proceeds and Payments with the funds of other users of its services. For the avoidance of doubt, Seller will not receive interest or any other earnings on Sales Proceeds or Payments.

B. Unless otherwise agreed in writing, Payments will be made by TopzMall to Seller in accordance with Schedule A.

C. TopzMall may delay, suspend or cancel any Payment in case Seller breaches any term of the Agreement or Customer Agreement and any Payment made to Seller will not in any way be considered as a waiver of TopzMall's rights.

D. If TopzMall concludes that Seller's actions and/or performance in connection with the Agreement or the Customer Agreement are likely to result, or have resulted, in Customer disputes, Disputes, chargebacks or other third party claims, or if there are any sums owed by Seller to TopzMall, then TopzMall may, at its sole discretion, withhold any Payment for the longer of: i) the Minimum Suspension Period; ii) the completion of any investigation regarding Seller's actions or performance; or iii) the resolution of any Dispute.

E. TopzMall reserves the right to impose limits on Order or transaction values, on Customers or on Seller and will not be liable if: i) TopzMall does not proceed with an Order that would exceed said limit; or ii) TopzMall allows a Customer to cancel an Order because the Platform or the Goods are unavailable following the commencement of a transaction.

F. Without prejudice to any other rights and remedies which TopzMall has against Seller, if any sums payable by Seller to TopzMall under the provisions of the Agreement will become due and be unpaid, Seller will pay to TopzMall the Late Payment Interest.

G. To the extent required by the Laws, TopzMall will be entitled to withhold any and all taxes, duties, fees and other charges in connection with any Order, Payment or otherwise under the Agreement or the Customer Agreement. If TopzMall is required under the Laws or the law of any jurisdiction to deduct or withhold any sum as taxes imposed on or in respect of any amount due or payable to Seller, TopzMall will make such deduction or withholding as required and the amount payable to Seller will be reduced by any such amount necessary. TopzMall will provide Seller a certificate or any similar document proving that amounts deducted refer to withholding taxes applicable to Seller.

H. Any enquiry or dispute about any Payment will be made by in compliance with the claims/dispute process/policy of TopzMall, which may be changed from time to time. Notwithstanding which any such enquiry or dispute will be received by TopzMall on or before the expiration of thirty (30) days after the Order date, failing which, Seller waives the right to dispute such Payment.

4. Seller Undertakings

A. General Undertakings: By using the Services, Seller undertakes, represents and warrants that it will:

(a) comply with all applicable laws, treaties, ordinances, codes and regulations;

(b) comply with all Policies;

(c) be responsible and pay all taxes, duties, fees and other charges arising out of or associated with the Order, the Payment or in any other way owed by Seller under the Agreement or the Customer Agreement

(d) will issue a valid receipt, tax invoice or credit card slip to the Customer, if required by the Laws.

(e) obtain all necessary rights, licences, permits or approvals required for the offer, advertising and sale of the Goods on or through the Platform prior to their listing and will provide, as such time as TopzMall may so request, copies of these documents to TopzMall;

(f) ensure that any information provided under this Agreement, including for the listing (including the Content Materials) of the Goods, is accurate, current, and complete and is not misleading or otherwise deceptive;

(g) fulfil all Orders for Goods at their stated quantity and price to Customers who meet TopzMall's eligibility conditions;

(h) contract appropriate insurance covering its obligations thereunder and the Goods regardless of the fulfilment model chosen;

(I) provide, in the format and at such times as TopzMall may require, accurate, updated and complete information about the availability status, stock level and Listing Price of the Goods;

(j) ensure that the Listing Price for any Good offered to Customers will not exceed the price offered by Seller outside the Platform for the same product in like or lesser quantities under similar terms and conditions and, where a lower price is so offered, ensure that the Goods benefit from that lower price;

(k) give TopzMall written notice of any requirement or provision of any contract that may conflict with any requirement or provision of the Agreement; and

(l) ensure that any person filling-in or signing any document, operating the Seller account, or handling the Goods and Products, on behalf of Seller (other than a TopzMall employee, contractor or agent, or a third party specifically mandated by TopzMall) has full power and authority to do so on behalf of Seller. Seller may not dispute the actions of such person insofar as they are in apparent compliance with the Agreement.

(m) authorized other seller/person promote your products in our platform to earn commission if you configured & enabled the relevant features

(n) ensure all the goods is packed nicely and take photos/video of the goods together with the delivery consignment note. These documents need to keep at least a year from order date, incase required for any dispute cases.

B. Negative Covenants: Seller further undertakes, represents and warrants that it will not, directly or indirectly:

(a) infringe on any Intellectual Property Rights;

(b) post or display any materials that exploits or otherwise exploits persons under the age of eighteen (18) years or display pornographic materials of any kind;

(c) post or display any political or religious content;

(d) post or disclose any personally identifying information or private information about minors or any third parties without their consent or the parent's or guardian's consent;

(e) post any content that advocates, promotes, or otherwise encourages violence against any governments, organizations, groups or individuals or activities that leads to cruelty towards animal;

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

(g) use the Platform or the Services to purchase items sold on the Platform for commercial use or for use on behalf of a third party;

(h) use, or access, input or upload on, the Platform and/or Seller Center any material that is not directly connected with the Goods, or permit the use of Seller's account or offer "free space" on or other access to the account or the Platform to third parties;

(I) access content and information that concerns any party other than Seller, transmit unsolicited commercial or bulk email, interfere with the proper working of the Platform, transmit any viruses, Trojan horses or other harmful code, or attempt to bypass any mechanism used to detect or prevent such activities;

(j) create liability for TopzMall (and its Affiliates, directors, employees, contractors, agents, subcontractors, etc.) or expose it to undue risk or otherwise engage in activities that TopzMall, in its sole discretion, determines to be harmful to TopzMall's operations, reputation, or goodwill;

(k) contact any Customer and will not enter into any direct arrangements with the Customer for the offer of Goods or other products or services, except where notified or permitted by TopzMall to do so for the purposes of fulfilling a Customer Agreement;

(l) enrol or offer to enrol Customers in any scheme or program other than as strictly required for warranty purposes;

(m) open multiple shops on the Platform without TopzMall's prior approval; and

(n) spam & duplicate stock keeping units on the Platform.

C. Undertakings in relation to Goods: Seller undertakes, represents and warrants that:

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

(b) the Goods and their offer for sale are not prohibited and comply with the Laws (including all minimum age, marking and labelling requirements, product warranties, specifications and performance criteria, etc.) and conform with Policies, including prohibited and restricted items;

(c) it has full unencumbered title in the Goods and in any materials incorporated in the Goods and all the Goods are supplied free of all liens, charges or other security interests;

(d) it will provide the Goods and Products with all legally required documentation (including warranty card, warranty information and invoice) and update the same when legally required;

(e) it will provide TopzMall and/or Customer any document pertaining to the sale of the Goods or Customer Agreement (including sales invoice and tax invoice), as may be requested by TopzMall and/or Customer;

(f) it will not, directly or indirectly, sell Inadequate Products, or expired (or soon to be expired) Products; and

(g) it will not, directly or indirectly, sell counterfeit, "replica" and name brand "knock off" products or products violating any Intellectual Property Rights.

D. Seller undertakes and warrants that all its representations, warranties and undertakings in the Agreement will be fulfilled and will remain true and correct at all times and will subsist for so long as necessary to give effect to each and every of them in accordance with the Terms, provided that and in the event of any of them becoming or unfulfilled, untrue or incorrect, Seller will promptly inform TopzMall of the same and rectify the situation.

5. TopzMall Rights

A. Notwithstanding any provision in these Terms, TopzMall will have the right, in its sole discretion, to delay or suspend listing of, or to refuse to list, or to de-list, or to require Seller not to list, any or all Goods that the Seller makes available to be listed for sale through the Platform or be subject to Sales Traffic Activities, if any, provided by TopzMall, or to deactivate the seller account/s of the Seller.

B. TopzMall may in its sole discretion withhold for investigation and/or refuse to process any Order. TopzMall may use the services of one or more third party processors or financial institutions or such other service providers in connection with the Services.

C. The prices indicated in the Order will not be subject to any variations. TopzMall reserves the right to reject any particular form of Order or payment for the Goods, and not to honour or accept any discounts, coupons, gift certificates, or other offers or incentives made available by Seller.

D. TopzMall may in its sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any Order. Seller will stop and/or cancel orders of Goods if so asked by TopzMall (provided that Seller has transferred the Goods to the applicable carrier or shipper, Seller will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). Where Seller has already received Payment, Seller will refund any Customer that has been charged for an Order that TopzMall has stopped or cancelled.

E. TopzMall may subject the Goods or Seller to Sales Traffic Activities, use mechanisms that rate, or allow Customers to rate or review the Goods and/or Seller's performance as a seller and TopzMall may make these ratings and reviews publicly available.

6. Use of Tools - Additional Services

A. Seller hereby undertakes and represents that its use of the Services, Platform and the selection of its user name, store name and store in store name, will not be unlawful, inaccurate, misleading, false, fraudulent, defamatory, trade libellous, or otherwise unsuitable. Any password provided by TopzMall to Seller may be used only during the period Seller is permitted to use the Platform, manage the catalogue of Goods listed on the Platform, update information about the Goods (e.g. availability status, stock levels and Prices), electronically accept and fulfil the Orders and review the completed Orders, and may not be shared with any person other than employees of Seller that need to use it for the execution of the Agreement. Seller is responsible for supplying and authorizing access to its users. Seller is responsible to terminate or reassign access to any Seller user that Seller deems to have become unauthorized to access the Services at any time.

B. Seller acknowledges that the availability of the Services, Platform is subject to:

(a) availability of resources, including, without limitation, resources under the control of TopzMall and availability of a suitable network infrastructure at the time at which the Service is requested or delivered;

(b) if applicable, geographic and technical capability of communication networks and other delivery systems at the time at which the Services are requested or delivered;

(c) provisioning time that may be required by TopzMall to provide the Services; and

(d) Seller meeting the technical requirements for accessing Seller Center from time to time.

C. Seller will not, and will not allow anyone to, directly or indirectly, engage in any fraudulent, inappropriate or unlawful activities in connection with the Services, including: i) generating fraudulent, repetitive or otherwise invalid clicks, impressions, queries or other interactions, whether through the use of automated applications or otherwise; ii) other than through reporting offered by TopzMall under the Sales Traffic Activities, collecting any user information, indexing or caching any portion from the Platform, whether through the use of automated applications or otherwise; iii) targeting communications of any kind on the basis of the intended recipient being a user of the Platform; iv) interfering with the proper working of the Platform, the Services or TopzMall's other systems; v) transmitting any viruses, Trojan horses or other harmful code; or vii) attempting to bypass any mechanism TopzMall uses to detect or prevent such activities.

D. Under terms and conditions agreed to in the Platform, the Agreement and/or in a separate agreement, Seller may be offered the possibility to purchase goods and services provided by TopzMall and/or third parties ("Additional Services"). TopzMall reserves the right, in its sole discretion and at any time, to amend the terms (including scheduling, suspension and termination), of Additional Services. Payment for Additional Services will be either by deduction from Sales Proceeds, by direct payment or invoice, or by any other means of payment indicated in Platform or agreed to by the Parties.

7. Confidential Information

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

B. Save for any copy required to be kept by the recipient of the Confidential Information for legal or regulatory reasons, the recipient will, at any time upon request from the discloser or upon the end of any relationship between the Parties, at the discloser's option either: (i) return to the discloser all Confidential Information in its possession or control together with all information and documentation containing, comprising or relating in any way to the Confidential Information, and certify that all copies of the Confidential Information have been so returned; and/or (ii) destroy all Confidential Information in its possession or control together with all information and documentation containing, comprising or relating in any way to the Confidential Information, and certify that the Confidential Information has been destroyed.

C. The rights and obligations of the Parties under this Section will survive the termination of the Agreement.

8. Personal Data

A. Seller undertakes, represents and warrants that it will use and process Personal Data: i) only for the purpose of the execution of the Agreement or Customer Agreement and not disclose it to third parties; ii) in accordance with the requirements under the applicable personal data protection law; and iii) in such manner that ensures TopzMall remains in compliance with the requirement under the applicable personal data protection laws. Seller further warrants that it does implement sufficient security measures to ensure that the Personal Data are securely kept and maintained as required by the applicable personal data protection law and agrees to subject itself to the necessary audits undertaken by TopzMall to ensure compliance of the above warranties and to immediately inform TopzMall of any Personal Data incident it becomes aware of.

B. Seller agrees to indemnify and hold harmless TopzMall and each of its respective officers, employees, directors and agents from, and at TopzMall's option defend against, any and all liens, damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defences, judgements, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including third party claims, reasonable attorney’s fees, consultants’ fees, experts' fees and other costs of litigation) ("Personal Data Claims"), to the extent such Personal Data Claims arise from or may be in any way attributable to: i) any violation of the Agreement or the Customer Agreement by Seller; ii) the negligence, gross negligence, bad faith or intentional or wilful misconduct of Seller or its subcontractors (whether or not approved by TopzMall); or iii) any security incident for which Seller is directly or indirectly responsible.

9. Content Material, Industrial and Intellectual Property Rights

A. Seller represents and warrants to TopzMall that it is the owner or has lawful rights with respect to the use of Intellectual Property Rights concerning the Goods and the Content Materials and that it is not aware of any claims made by any third party with regard to any alleged or actual Intellectual Property Right infringement or other claim, demand or action resulting from the Content Material, advertising, publishing, promotion, manufacture, sale, distribution or use of the Goods.

B. Seller undertakes, represents and warrants that:

(a) the Content Materials are not prohibited and comply with the Laws (including all minimum age, marking and labelling requirements, product warranties, specifications and performance criteria, etc.) and conform with the Policies as posted on the Platform or Seller Centre;

(b) it will provide accurate and up to date Content Materials. The Content Materials must include all text, disclaimers, warnings, notices, labels or other indications required by law to be displayed in connection with the offer, merchandising, advertising or sale of the Goods and may not contain any sexually explicit (except as expressly permitted in written by TopzMall or allowed under applicable Laws), defamatory or obscene materials;

(c) it will not directly or indirectly include in the Content Materials, in the product listing of the Goods, or with the Goods or the Products, any terms and conditions of sale (or of provision of service) other than those agreed under the Agreement or any Seller or third-party marketing materials; and

(d) it will not provide any Content Materials, or seek to list for sale on the Platform any Goods, or provide any uniform resource locator ("URL") marks unless it has the right to publish the Content Material;

C. Seller hereby grants TopzMall a royalty-free, non-exclusive, right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially and non-commercially exploit in any manner, any and all of the Content Materials, and to sublicense the foregoing rights to TopzMall Affiliates, provided that TopzMall will not alter any third-party trademarks.

D. TopzMall has no obligation to verify the accuracy, completeness and legality of Content Materials.

E. TopzMall retains the right to determine the use and placement of Content Materials, and the structure, appearance, design, functionality and all other aspects of the Platform, the Services, and, if any, the Sales Traffic Activities.

F. As between the Parties, each Party retains all right, title and interest in and to its technology and Intellectual Property Rights. Neither Party acquires any rights in the foregoing from the other Party except as expressly granted under the Agreement; all other rights are reserved, and no implied licenses are granted. Neither Party will attempt to register any distinctive trademarks or domain names that are confusingly similar to those of the other Party.

G. Seller will not be entitled to use any intellectual property belonging to TopzMall without Rewardslink’s prior approval in writing.

H. This Agreement will not be deemed or construed to create, convey or transfer any Intellectual Property Rights to Seller and, other than as instructed by TopzMall, Seller will not decompile any software or reverse engineer any software, or other product or process. This Agreement is not a license to use or distribute any software, or other product or process.

I. This Agreement confers to Seller no rights of ownership or title, license, or other Intellectual Property Rights in any tangible or intangible property, including software (e.g. the Platform and any API's or other software) and data (e.g. Sales data, performance data, Customer data, Platform data and Platform name) used, obtained or created under this Agreement. If such rights were nevertheless to have accrued to it for any reason whatsoever, Seller will assign, dispose or otherwise transfer (and effect the transfer of) the full and exclusive ownership of all such rights to TopzMall or any other party designated by TopzMall, free of charge, or for a nominal fee. Seller will use and process such software and data only for the purpose of the execution of the Agreement, will not claim any Intellectual Property Rights, sell, assign, license, publish, lease or otherwise commercially exploit such software and data, and will immediately cease their use and processing upon termination of the Agreement or if so required by TopzMall at any time.

J. Seller undertakes, represents and warrants that it will not, directly or indirectly, participate in any of the following actions such as reverse engineering, reverse compiling or otherwise deriving the underlying source code or structure or sequence of any TopzMall solution or technologies, deleting or altering author attributes or copyright notices, and/or fail to obtain all required permissions when using the Platform to receive, upload, display, distribute, or execute programs or perform other works protected by intellectual-property laws.

K. Seller take full responsibility for uploaded Content Materials such as, but not limited to Clause 4. Seller would have the liability to bear at least a total of USD200,000, or any applicable amount which is reasonable and permitted by the law, whichever is higher, if such violation is found.

L. Nothing herein contained will be deemed to limit or restrict the rights of TopzMall or any third party to assert claims for violation of any Intellectual Property Rights against Seller.

10. Customer Information - Customer Services

A. Seller will be responsible for and have sole discretion to deal with Customers relating to Orders such as confirm Orders, deliveries or give any further information about the fulfilment of the Orders to the Customer.

B. TopzMall will own all information regarding Customers, Orders and the supply of the Services including payments, Fees, disbursements, refunds, Administrative Fees, Cancellation Penalties, adjustments, etc. and TopzMall will not be liable to pay any royalties or fees to Seller in connection with the use of any such information.

C. Seller will utilise information of Customers or the Platform’s users, including Personal Data, disclosed by TopzMall to Seller or which Seller has otherwise collected or obtained access to pursuant to or in connection with the Agreement, solely for purposes of the Agreement and will not sell, assign, license, publish, lease or otherwise commercially exploit any such information or utilize such information in any manner for its own benefits or carry out any data mining, data compilation or data extraction for the purposes of statistical or trade analysis or otherwise, based on or in connection with the aforesaid information. No Customer information and the Platform’s Users information will be disclosed by Seller to any third party without the prior written consent of TopzMall, and will only be disclosed within Seller’s organisation on a need-to-know basis.

11. Liability - Indemnification

A. The Platform, the Services and the Additional Services are provided on an "as is" basis. Except as expressly provided for in the Agreement, TopzMall makes no other representations or warranties of any kind, express or implied, including: i) the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement; ii) that the Platform, the Services or the Additional Services will meet Seller's requirements, will always be available, accessible, uninterrupted, timely, secure, or operate without error; iii) that the information, content, materials, or products included on the Platform will be as represented by TopzMall, available for sale on a timely manner, lawful to sell, or that TopzMall or the Customers will perform as promised; iv) any implied warranty arising from course of dealing or usage of trade; and v) any obligation, liability, right, claim, or remedy in tort, unless arising from acts of fraud, negligence or wilful misconduct by TopzMall. Seller acknowledges that any information and any materials provided by or through the Platform, the Services and the Additional Services may contain inaccuracies or errors and TopzMall expressly excludes liability for any such inaccuracies or errors to the fullest extent permitted by the Laws. Any link found on the Platform or Seller Center is provided for Seller's convenience to provide further information. It does not signify that TopzMall endorses the contents thereof and TopzMall has no responsibility for the content of external links.

B. Because TopzMall is not involved in transactions between Seller and Customers, Seller hereby agrees on its behalf and on behalf of Customers to release TopzMall (and its agents and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected therewith, provided such release will not apply where actual claims, demands or damages arise due to TopzMall's fraud, negligence or wilful misconduct.

C. Any typographical clerical or other error or omission in any acceptance, invoice, Content Material or other document on the part of TopzMall will be subject to correction without any liability for TopzMall.

D. Any claim of Seller under the Agreement will be made by in compliance with the claims/dispute process/policy of TopzMall, which may be changed from time to time. Notwithstanding which any such claim must be notified to TopzMall within thirty (30) days from the Order, failing which, Seller waives the right to make such claim.

E. Seller will defend, indemnify and hold harmless, and at TopzMall's option defend against, TopzMall and its Affiliates and their employees, directors, agents and representatives, from and against any and all liens, damages, losses, liabilities, obligations, penalties, fines, fees, Claims, litigation, demands, defences, judgements, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including third party claims, reasonable attorney’s fees, consultants’ fees, experts' fees and other costs of litigation) arising out of, or related to: i) any actual or alleged breach of Seller's undertakings, representations, warranties, or obligations set forth in the Agreement or the Customer Agreement; ii) any incorrect, misleading, or erroneous information provided to TopzMall or any third party in connection with the Services or Additional Services; iii) any non-compliance by the Seller with any applicable laws or the Policies, including any losses in respect of carriage or prohibited goods incurred by TopzMall or its sub-contractors; or iv) Seller's own website or other sales channels, the Goods, the Products, any Content Materials, the advertisement, offer, sale or return of the Goods, the Products, any actual or alleged infringement of any Intellectual Property Rights by the Goods, the Products or the Content Materials, or seller taxes (duties, fees and other charges, etc.) or the collection, payment or failure to collect or pay seller taxes. If at any time TopzMall reasonably determines that any indemnified Claim might adversely affect TopzMall, TopzMall may take control of the defences at the expense of Seller. Seller may not consent to the entry of any judgment or enter into any settlement of a Claim against TopzMall without the prior consent by TopzMall in writing, which consent may not be unreasonably withheld.

F. TopzMall will not be held liable for any damages of any kind, including direct, indirect, incidental, punitive, and consequential, arising out of or in connection with the Agreement, the Customer Agreement, the Platform, the Services, the Additional Services, the inability to use the Services, the Additional Services, the Goods, the Products, or from messages received or transactions entered into, provided that TopzMall will compensate Seller for any direct damages : i) resulting exclusively, or primarily from TopzMall's fraud, gross negligence or wilful misconduct; and ii) as provided under the TopzMall Rights Section of the Terms.

G. To the fullest extent permitted by the Laws, and not withstanding any other provision of this Agreement, the total liability, in the aggregate, of TopzMall and TopzMall's Affiliates and their respective officers, directors, partners, employees and contractors, and any of them, to Seller and anyone claiming by or through Seller, for any and all claims, losses, costs or damages, including attorneys’ fees and costs and expert-witness fees and costs of any nature whatsoever or claims expenses resulting from or in any way related to the Agreement from any cause or causes will not exceed the Fee that TopzMall is entitled to receive from Seller for the month preceding the date the liability arose, or US Dollar five thousand (USD5,000.00) (or such equivalent amount in local currencies of the Territory), whichever is greater, provided that the maximum liability of TopzMall towards Seller will be amended to: i) US Dollar ten thousand (USD10,000.00) (or such equivalent amount in local currencies of the Territory) as regards liability under the TopzMall Rights Section of the Terms,and ii) such maximum liability as specified in the Fulfilment Section as regards liability under the Fulfilment Section of the Terms. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by the Laws.

H. Notwithstanding anything to the contrary contained herein, in the event there is any issues, disputes, claims is not been completely resolved within the stipulated period of time within this agreement, TopzMall at its sole discretion to make the final decision and extend the period of time, may change/amend or take any relevant action, to resolve the circumstances.

12. Termination

A. TopzMall has the right to unilaterally and immediately terminate the Agreement upon the occurrence of any of the following: i) Seller being in breach of any provision of the Agreement and failing to remedy the same within fourteen (14) days from being so notified; ii) the Seller being in breach of any applicable laws or TopzMall’s Policies with respect to Goods and sales of Goods ii) Seller passing a winding up resolution or a court of competent jurisdiction making an order for the same; iii) the issuance of an administrative order in relation to Seller, or the appointment of a receiver over, or an encumbrance taking possession of, or the of selling any of, Seller’s assets; iv) Seller making an arrangement or composition with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors; or v) Seller ceasing or threatening to cease to carry on business.

B. Provided they have not been corrected by TopzMall within fourteen (14) days from notifying TopzMall of the occurrence of any of the following, Seller has the right to immediately terminate the Agreement: i) TopzMall delaying payment for more than thirty (30) days without reason; ii) TopzMall delaying refunds for more than sixty (60) days without valid reason; iii) the making of an arrangement or composition by TopzMall with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors; or iv) TopzMall ceasing or threatening to cease to carry on business.

C. Either Party may unilaterally terminate the Agreement without cause by providing fourteen (14) days’ prior written notice to the other Party.

D. Upon termination of the Agreement, Seller will notify TopzMall of all concluded Customer Agreements which have yet to be performed. For the avoidance of doubt, notwithstanding any termination for any reason, Seller will remain responsible for the fulfilment of any pending Order in according to the Fulfilment Model and TopzMall will fulfil any pending Payment obligations. Any provision of the Agreement that, by its nature, is meant to survive the term or termination.

13. Miscellaneous

A. The Agreement will prevail over any other agreement, terms or conditions regarding the subject matter, pre-contractual negotiations, and to the exclusion of all other terms submitted, proposed or stipulated by either Party (including any terms or conditions which Seller purports to apply under any purchase order, confirmation order, specification, invoice or other document) and no terms or conditions endorsed upon, delivered with or contained in any other document or with the Goods or Products, will form part of the Agreement. The actual or future invalidity or ineffectiveness of any provision hereof will not affect the validity or effectiveness of the whole document. The Agreement will apply to the relationship between the Parties in addition to any specific terms agreed to herein. In the event of any conflict or inconsistency between any provision of the Terms, Special Conditions, any Schedules or the Annexes, the provisions of each of the Terms, Special Conditions, Schedules and Annexes will prevail in that order.

B. The singular includes the plural and vice versa, as the context may require. The headings are inserted for convenience only and will be ignored when construing this Agreement. The term “including” or "include" will mean “including, without limitation”, unless the context otherwise requires.

C. Unless otherwise provided in this Agreement or agreed to between the Parties, all notices, requests, demands and other communications hereunder must be in writing and will be deemed to have been fully given and received when sent with receipt received by recognized overnight delivery service, registered mail or email one (1) Working Day after being deposited for next-day delivery with a recognized overnight delivery service or emailed, or three (3) Working Days after being mailed by registered mail, charges and postage prepaid, to the Party to receive such notice at such Party’s address set forth herein or any other address that such Party may specify by notice to the other Party.

D. Seller cannot assign, transfer or subcontract all or part of its rights and/or obligations deriving from the Agreement, without the prior written consent of TopzMall. TopzMall may assign, transfer or subcontract all or part of its rights and/or obligations deriving from the Agreement.

E. Seller and TopzMall are independent contractors, and nothing in the Agreement will create any partnership, joint venture, agency, franchise, sales representative relationship or exclusivity between the Parties. The Agreement will not cause the establishment of any relationship of employment between the Parties or with any person who provides services to either. Seller will have no authority to make or accept any offers or representations on behalf of TopzMall.

F. The Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of TopzMall and Seller. Other than as regards the rights of Customers against Seller, nothing in the Agreement will be construed as giving any third party any rights whatsoever.

G. Notwithstanding any other provision in the Agreement to the contrary, nothing contained herein will oblige TopzMall or Seller to engage in any action or omission to act which would be prohibited by or penalized under the Laws or of any other country.

H. The failure of a Party to exercise its rights in case of breach of contract by the other Party will not be considered as a waiver of its rights under the Terms or under the Laws.

I. No Party will be liable to the other or be deemed to be in breach of the Agreement by reason of any delay or failure to perform any of its obligations due to an event of Force Majeure. Upon the occurrence of any event of Force Majeure, TopzMall may, at its option, fully or partially suspend delivery/performance of its obligations hereunder while such event or circumstance continues. If any of the events of Force Majeure will continue for a period exceeding one (1) month, TopzMall may notify Seller that it will terminate the Agreement.

J. No variation (including amendments or crossed-out provisions) of these Terms will be valid unless: a) expressly agreed to in writing and signed by authorized representative of TopzMall; or b) notified to Seller as provided in the Preamble Section of these Terms.

K. All stamp duty and registration fees (if any) in respect of the Agreement will be fully borne and paid by Seller.

L. In the event that these Conditions are executed or translated in any language other than English ("Foreigh Language Version"), the English language version of these Conditions shall govern and shall take precedence over the Foreign Language Version.

ANNEX 1: DEFINITIONS

Definitions

a. Additional Service: is defined in the Use of Tools - Additional Services Section of the Terms.

b. Additional Service Fee: the fee applicable to an Additional Service.

c. Administrative Fee: the fee, if any, chargeable to the Seller per non-compliance, or per Good or Product in contravention of the Seller’s undertaking.

e. Agreement: this Marketplace Agreement.

f. Annex: any annex to the Agreement. The Annex(s) form(s) an integral part of the Agreement.

g. AIAC: is defined in Annex 2.

h. Cancellation Penalty: the charge applicable for a Cancelled Order by Seller.

i. Cancelled Order: an Order cancelled or rejected by Seller, or cancelled due to Seller's lack of compliance with any provision of the Agreement.

j. Claim: any claim, action, audit, investigation, inquiry or other proceeding instituted by any person or entity.

k. Commission: the percentage (as applicable at the time the Order is placed) of the Listing Price.

l. Confidential Information: any information proprietary to a Party or an Affiliate thereof, that is disclosed to the other Party or an Affiliate thereof, whether marked as confidential or not, that should be considered confidential information under the circumstances. It does not include information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by the recipient, or that was lawfully obtained and provided to the recipient by a third party.

m. Content Material: product information, text, images, and any other relevant and/or legally required information relating to the listing of Goods on the Platform, including third party and Seller's trademarks and other Intellectual Property Rights related materials.

n. Customer: a third-party, who purchases Product on the Platform.

o. Customer Agreement: the agreement between Seller and a Customer concerning the purchase of a Product in fulfilment of an Order, where the execution of such agreement is attested by the Fulfilled Customer Agreement status of the Order.

p. Delivery Note: is defined in Annex 4.

q. Dispute: a dispute regarding the provision of Additional Services by third parties.

r. Drop-Shipping: is defined in Annex 4.

s. Effective Date: the date of Seller's first use of the Services, as such date is recorded in Platform.

t. Failed Delivery: an Order that is cancelled for unsuccessfully execution due to: i) the delivery address (either physical or email) provided by the Customer or by TopzMall being incorrect; ii) where acceptance of delivery of the Product is required, the Customer being unable to accept the Product; iii) where the Product is a physical product, the Customer refusing to accept the delivery of the Product in accordance with the Policies; or iv) where the Customer remain uncontactable after various attempts (the number of delivery attempts will be determined by the relevant carrier). In addition to the provision of Annex 4, in case of Failed Delivery: iv) where received by TopzMall, Sales Proceeds will be refunded to the Customer and, v) where received by Seller, Payment will be refunded to TopzMall.

u. Fee: the fee payable to TopzMall for the Services, which is calculated based on:

i. the Payment Fee; and,

ii. if applicable, the Commission calculated on the Listing Price, Cancelation Penalty, Administrative Fee and/or Additional Services Fee.

For the avoidance of doubt, coupons or other unilateral discounts provided by TopzMall to Buyers are not considered in the Service Fee calculation. Any taxes, payable as regards the Services, will be paid by Seller.

v. Force Majeure: any event or cause beyond a Party’s reasonable control such as, but not limited to: i) act of God, explosion, flood, tempest, fire or accident; ii) war or threat of war, sabotage, insurrection, civil disturbance or requisition, act of terrorism or civil unrest; iii) Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; iv) import or export regulations or embargoes; v) interruption of traffic, strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of TopzMall or of a third party); and vi) health epidemics declared by the World Health Organization.

w. Fulfilled Customer Agreement: an Order the status of which is showing as "Delivered" in Platform, or is otherwise deemed by TopzMall as having been executed by Seller, including instalments thereof.

x. Fulfilment Model: the model of Order fulfilment of physical Goods agreed to by the Parties.

y. Good: one (1), or several (if sold together under one Listing Price) as the case may be, item(s) owned and offered for sale by Seller under the Agreement.

z. Inadequate Product: any wrong, faulty, defective, damaged, legally non-compliant Good or Product, or a Good or Product that has been publicly or privately recalled, in accordance with the law or the Policies.

aa. Intellectual Property Rights: all copyright, moral rights, trade marks, design rights, rights in or relating to databases, rights in or relating to confidential information, rights in relation to domain names, and any other intellectual property rights (registered or unregistered) throughout the world.

bb. Late Payment Interest: is the interest payable by Seller on the overdue sum at the rate of eight per cent (8%) per annum, calculated on daily basis from the date on which such money falls due for payment to the date such money is actually received by TopzMall (as well as after judgment).

cc. Laws: the laws of the Territory.

dd. Taxes: the taxes of the Territory.

ff. Listing Price: the price, including instalments, at which a Good is offered for sale to Customers by Seller as indicated on the Platform at the time the Order is placed. For the avoidance of doubt, the Listing Price includes any tax applicable by law, and excludes any coupons or other discounts provided by TopzMall to the Customer.

gg. Minimum Suspension Period: a period of sixty (60) days of which TopzMall is allowed to suspend the Payment to Seller pursuant to the Sales Proceeds – Payment Section of the Terms.

hh. Order: the request placed by a Customer on the Platform for the purchase of a particular Good as communicated by TopzMall to Seller. TopzMall reserves the right to unilaterally cancel an Order for any reason.

ii. Payment: the Sales Proceeds minus any sums owed by Seller under the Agreement or any other agreement entered into by the Parties and subject to any chargeback, reversal, refund, withholding for anticipated claims, deduction due to a Dispute, in accordance with the Agreement or any other agreement entered into by the Parties.

jj. Payment Fee: a fee, calculated on the basis of a percentage of the Sales Proceeds.

kk. Personal Data: any personal information as defined by the applicable personal data protection laws and regulations in the Territory, pertaining, but not limited, to TopzMall employees, agents, consultants and Customers.

ll. Personal Data Claims: is defined in the Personal Data Section of the Terms.

mm. Platform: The TopzMall platform, where the Seller may list Goods for sale under the Agreement, and Customer(s) may buy such goods.

nn. Policies: the rules, guidelines, terms and conditions, etc. applicable to Sellers and Customers for the use of the Services, Platform, and other TopzMall properties, as they may appear on the Platform or be communicated from time to time by TopzMall.

oo. Product: the individual Good purchased by a Customer among the Goods.

pp. Refurbished: means a product that has been returned to Seller or its manufacturer and is identical to the original in all aspects including all packaging, documentation, accessories and software that are found in a new item, without additions. If repaired, it must have been inspected, cleaned and professionally restored to working order to meet manufacturer specifications with genuine spare parts. The fact that a product is refurbished must be clearly and prominently stated in the listing comments as well as he manufacturer's or refurbisher's warranty.

qq. Returned Product: the return of a physical Product to TopzMall by a Customer in accordance with the Agreement and/or the Policies, including Inadequate Products. Seller will retain or take back from the Customer as the case may be, ownership, title and risk of all Returned Products.

rr. USD or US Dollar: United States Dollar

ss. Ringgit and RM and MYR: Ringgit Malaysia.

tt. Renminbi and RMB and CNY: Chinese Yuan

uu. NT$ and TWD: New Taiwan Dollar

vv. Rp and IDR: Indonesian Rupiah

ww. and PESO: Philippine Piso

xx. ¥ and JPY: Japanese Yen

yy. Sales Proceeds: the gross proceeds received from Customers by TopzMall which consist of the Listing Price and the Shipping Fee.

zz. Sales Traffic Activities: Additional Services consisting in: i) Shop in Shop, which entails a set of specific design features on the Platform that enhance the visual representation of certain of Seller's Goods by means of a dedicated landing page; ii) Search Engine Marketing, which entails the bidding on relevant keywords related to the Goods and/or Seller on electronic search engines; iii) Social Media Sales Traffic Activities, which entails the promotion of the Goods and/or Seller on the Platform or social media platforms; and/or iv) other sales promotion services agreed to by the Parties.

aaa. Seller: the user of the Services.

bbb. Seller Platform: any tool employed by TopzMall to operate any part of the Service.

ccc. Services: is defined in the Services Section of the Terms.

ddd. Schedule: any schedule to the Agreement. The Schedule(s) form(s) an integral part of the Agreement.

eee. Shipped Date: the date a Product is: i) where the Product is a physical product, dropped off to a carrier by Seller, or picked up by a carrier from Seller, for delivery to a Customer, as indicated in Platform, or ii) where the Product is not a physical product, emailed or otherwise made available or provided to a Customer in accordance with the sales stipulations applicable to such Product.

fff. Shipping Fee: the fee charged by Seller to a Customer for the shipping of an Order.

ggg. Term: is defined in the Terms and Conditions of this Agreement.

hhh. Territory: Seller's country (Malaysia, China, Taiwan, Indonesia, Philiphine or Japan)

iii. Working Day: a day other than Saturday, Sunday, or a national or State (at Seller’s working premises) public holiday in the Territory.

jjj. Seller Earning Commission: the commission earning from promoting other seller’s products via Yippi app

kkk. Seller Earning Commission Platform Fee: the percentage (as applicable at the time the Order is placed) of the seller earning commission.

ANNEX 2: DISPUTE RESOLUTION

Dispute Resolution

A. Save as provided in the Terms, any difference, controversy, or claim, arising between the Parties will be settled by arbitration, in English, in Kuala Lumpur, and in accordance with the rules of the Asian International Arbitration Centre ("AIAC"). Furthermore, the arbitral tribunal will consist of a sole arbitrator, to be designated by the Chairman of the AIAC. Any award by the arbitration tribunal will be final and binding upon the Parties. The arbitrator will award to the prevailing Party, if any, the costs and attorneys’ fees reasonably incurred by such Party in connection with the arbitration. If the arbitrator determines a Party to be the prevailing Party under circumstances where the prevailing Party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing Party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing Party in connection with the arbitration.

B. Notwithstanding the foregoing, in the event either Party believes that it may suffer irreparable harm prior to the resolution of any conflict by following the arbitration procedures established herein, such Party may apply to a court of competent jurisdiction for a restraining order or other equitable relief in order to prevent or alleviate such harm pending the arbitration. The Parties agree that this paragraph will not operate as a request that the court abstain from accepting jurisdiction or from granting appropriate orders which the court may deem necessary or appropriate to protect the interests of the Parties.

ANNEX 3: RETURNS

Returns - Failed Deliveries - Inadequate Products

A. Seller will accept the return of Failed Deliveries and Returned Products in accordance with the Policies. TopzMall has the right to determine at its sole discretion whether a Customer will receive a refund, adjustment, or replacement, and to require Seller to reimburse TopzMall if TopzMall determines that Seller is liable to do so in accordance with the Agreement. Where TopzMall has refunded or paid any such aforementioned amount (whether on behalf of Seller or otherwise), such amount will be recoverable by TopzMall from Seller as a debt due from Seller and TopzMall will be entitled to deduct such amount from amounts payable to Seller, or by other methods at TopzMall's election.

B. Seller will promptly notify TopzMall of any Inadequate Product (or the threat of a public or private recall) and cooperate and assist TopzMall with returns, including by initiating the procedures for returning Goods or Products to Seller.

C. TopzMall will refund Seller the Commission related to any Failed Delivery or Order returned for Customer convenience.

D. In case of Failed Delivery, TopzMall will bear: i) the Payment Fee, and ii) unless the shipping has been arranged by Seller, the Shipping Cost for the shipment of the Product to the Customer and back to Seller, all other costs being borne by Seller.

E. In case of an Inadequate Product, Seller will bear all costs associated with the return and refund or replacement, including the Payment Fee.

F. TopzMall has no obligation to accept any Returned Product. TopzMall however may at its sole discretion request that the Product be returned to a designated location for further quality inspection. If TopzMall, directly or through a third party of its choice, determines during the quality inspection that the Returned Product is faulty or damaged, that it cannot be offered to other Customers because of this fault or damage and that this fault or damage has been caused by the Customer, Seller will not be liable to accept the Returned Product.

G. TopzMall will not be responsible for any risk or liable for any claims, demands, liabilities, expenses, losses, cost or damage in connection with any Failed Delivery and Returned Products (including due to a threatened recall) and will claim all costs incurred in that respect from Seller.

ANNEX 4: FULFILMENT

1. Fulfilment Models

Orders for physical products are fulfilled under the following Fulfilment Model:

(a) Fulfilment by Seller: Where Seller is responsible for the delivery of Products to Customers using its own logistics services;

2. Fulfilment by Seller

A. Seller will prepare and ship the Order to the address specified in the Order within 7 days, provided that, where the Seller fails to comply with the deadline, TopzMall reserves the right to modify the deadline and/or to cancel the Order.

B. Seller will stop or cancel any Orders if directed by TopzMall.

C. Seller will ensure that TopzMall is at all times supplied with updated Order shipment tracking information.

D. Title and risk of loss for Goods and Products will remain with Seller, and TopzMall will have no liability whatsoever related to the Goods and Products including their shipping, storage, delivery delays, damage or loss.

E. Seller will be responsible for obtaining appropriate insurance covering any damage or loss to the Goods.

F. Seller must upload shipping proof & documentations for every order into our system for verification.

G. Seller will ensure the goods are delivered within a reasonable time and no more than 14 days after shipped the goods.

SCHEDULE A: PAYMENTS

1. Payment

A. Unless otherwise agreed in writing, Payments will be made by TopzMall to Seller on a fortnightly basis in respect of shipping proof & documentations are uploaded & verified by TopzMall, and Orders that have been delivered or completed by the reconciliation cut-off date. The Order status on the Platform may be subject to delays on weekends, public holidays, caused by third parties, or factors outside of TopzMall’s reasonable control.

B. From time to time, TopzMall may offer promotional and goodwill rebates or discounts to Seller in respect of any part of the Fee. The terms of such rebate or discount are determined by TopzMall at its sole discretion. Where required by law, TopzMall may generate an invoice by the Seller to give effect to the rebate or discount. If TopzMall is held liable for any taxes on behalf of the Seller, or as a tax agent of the Seller, in connection with any Order or Payment, the Seller will indemnify TopzMall for such tax liability or compliance costs, irrespective of when the tax liability is assessed.

C. The Payments settlement will be deducting all the relevant charges & fees which applicable to seller orders & penalties

2. Commisson, Payment Fee and Other Fees

A. The Standard Commission rate will be zero percent (0%).

B. The Payment Fee is will be four percent (4%).

C. Flagship official store's commission rate may vary depends on both party’s agreement in writing.

D. The cancellation penalty and refund processing fees rate will be three percent (3%) of the Sales Proceeds.

E. The Administrations Fee will be six percent (6%).

F. TopzMall may provisionally adjust the fees & rates for from time to time. Seller will be notified prior to the commencement in writing.