Terms of Service

Merchant & Customer Policy

1. Purpose and scope
   1. This policy outlines the rules and guidelines that businesses and individuals must adhere to when buying and selling using the Busihubs platform to sell products and services.
   1. The policy outlines the types of products and services that can be sold on the platform, and specific requirements that must be met in order to sell the products or services via the platform.
   1. It is important for businesses and individuals to familiarise themselves with the merchant policy failure to comply with these policies can result in account restrictions or even termination.
   1. These Terms of Service (including Schedules, Appendices and Annexures) (collectively, “Terms”) govern the use of the Busihubs platform to promote and sell (“offer”) goods (“products” and “services“) by traders (“Merchants/You”) to users of the Busihubs application (“Platform”) (“Buyers/Users) as such terms are defined hereinafter.
2. Accepting these Terms
   1. By clicking “Agree” or accessing or using the Busihubs platform, you confirm that you form a binding contract with Busihubs, that you accept these Terms and that you agree to comply with them. 
   1. Your access to and use of our services is also subject to our Busihubs Terms of Service, our Privacy Policy and Terms of Serviceand applicable Busihubs policies, the terms of which are incorporated herein by reference.
   1. In the event of any conflict between the provision of these Terms and the Busihubs Policies, the Busihubs Policies shall prevail, unless the relevant clause of these Terms expressly specify that it shall prevail and, to the extent there is any conflict between the Busihubs Terms of Services and these Terms, the Busihubs Terms of Service shall prevail. 
   1. If you are accessing or using the Busihubs on behalf of a business or entity, then (a) “You” and “Your” includes you and that business or entity, (b) you represent, warrant and undertake that you are an authorised representative of the business or entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf, and (c) your business or entity is legally and financially responsible for your access or use of the Busihubs as well as for the access or use of Your account by others affiliated with your entity, including any employees, agents or contractors.
   1. If You do not agree to these Terms, you must not access or use the Busihubs platform.
3. Additional Jurisdiction-Specific Terms
   1. If you access or use the Busihubs from within a jurisdiction for which there are separate supplemental terms, you also hereby agree to the supplemental terms applicable to you in Additional Jurisdiction-Specific Terms. 
   1. In the event of a conflict between the provisions of the Additional Jurisdiction-Specific Terms that are relevant to your jurisdiction and the rest of these Terms, the relevant jurisdictions’ Additional Jurisdiction-Specific Terms will supersede and control. 
4. Changes to These Terms
   1. For Merchants residing in United Kingdom
      1. We will generally provide you with notice of any changes to these Terms. We will provide you with a longer notice period where: 
         1. We deem that a longer period is required to allow for You to make technical or commercial adaptations to comply with the changes; or 
         1. A longer notice period is provided pursuant to any Additional Jurisdiction-Specific Terms. 
         1. Notwithstanding the foregoing, we may change these Terms at any time immediately upon notice to you where: 
            1. We are permitted to do so under the laws of the jurisdiction in which you are based; 
            1. The changes are editorial changes which do not alter the content or meaning of the Terms; 
            1. We are subject to any legal or regulatory obligation which requires Us to change the Terms in a manner which does not allow Us to provide advance notice; or
            1. We need to change the Terms to address an unforeseen and imminent danger related to defending the Platform, Buyers or Merchants from fraud, malware, spam, data breaches or other cybersecurity risks. 
   1. Any changes will not have retrospective effect. If You do not agree to the change(s) notified to you, you are entitled to terminate your contractual relationship with us at any time within during the notice period of the change(s) subject to Clause 54. Where we provide you with notice, if you list any new Products during the notice period, you will be deemed to have waived your right to terminate under this clause. 
   1. Your continued use of the Busihubs platform after the effective date of any change to these Terms will constitute your acceptance of that change.
   1. We will use commercially reasonable efforts to generally notify you of any material changes to these Terms, such as through a written notice to You via the Admin Centre. However, it is your sole responsibility to review these Terms regularly to check for such changes.  
5. About the Busihubs platform
   1. The Busihubs platform is a social e-commerce platform, which mainly allows Merchants to offer products and services to users and buyers of the Platform. A User who buys a product or service from a Merchant is a Buyer in these Terms. 
   1. Unlike other social media platforms, Busihubs does not use adverts or sponsorship to promote products. We make a percentage commission on purchases made via our platform.
   1. Busihubs allows Buyers to purchase goods and services direct from the Merchant.
      1. The Busihubs allows Merchants to:
         1. upload and manage Product information and listings for display to Users;
         1. receive orders and conclude sales to Buyers;
         1. track and manage orders and deliveries;
         1. establish promotion plans, e.g., through the affiliate feature; and
         1. use other functionalities and features (e.g., Showcase) offered by Busihubs to Merchant.

IMPORTANT: 

• The contract for sale of the Product or service (the “Sale”) is always between the Merchant and the Buyer.
  • You are responsible for compliance with all laws applicable to that offer and Sale, both in the Buyer’s location and Your location (collectively, “Applicable Law”). You must also comply with the contract between you and the Buyer for the sale of Products (the “Terms of Sale”). It is a material breach of these Terms if You do not comply with Applicable Law or the Terms of Sale.
• Who Can Use the Busihubs platform?
  • Merchants approved in advance by Busihubs can use the Busihubs platform to sell products and services. If You are approved, you can also authorise a third party to manage and to engage with the Busihubs platform on your behalf. 
  • If you do authorise a third party to do this for you, you will remain responsible for all their activities on the Busihubs platform.
  • Merchants may be asked to provide proof of authentication and identity to ensure the legitimacy of the Seller’s products and services and to ensure protect Buyers from scams.
• Where Can You Use the Busihubs platform to Sell Products?
  • Approved Merchants can use the Busihubs platform to offer Products  and Services to Users  herein called Buyers located in any of the jurisdictions where the Busihubs platform is made available by Busihubs from time to time. 
• Does Busihubs Sell Products Itself on the Busihubs platform?
  • No. Busihubs does not sell products itself, Busihubs is an e-commerce platform for Merchants to sell their products and services.
• How to register as a Merchant on Busihubs
  • Before registering as a Merchant on the Busihubs, you will need to have a Platform account (“Account”). You will be asked to provide certain information (“Onboarding Information”) to Busihubs during the registration process.
  • We will use Your Onboarding Information to assess whether or not you will be authorised to use the Busihubs platform. If you are, you will be able to access Merchant functionality via the Busihubs.
  • Instructions for registering as a Merchant and what Onboarding Information you will need to provide can be found on the Busihubs platform. It is a material breach of these Terms if You do not provide, and maintain at all times, complete and accurate Onboarding Information.
• As part of the registration process, if you are a Merchant based in China (including Hong Kong), You will also be required to provide a deposit to us. We (or one of our affiliates) will retain the deposit while you are a Merchant on the Busihubs. When reasonably required, we may use the deposit to protect Busihubs, Buyers and Users in the event that you do not comply with these Terms, applicable laws, regulations or guidance, and/or any other applicable policies, rules or requirements, including but not limited to compensating Busihubs where it has made payment to a Buyer as a result of your conduct or Products. The amount of deposit payable may depend on the types of products that you intend to offer on the Busihubs platform. If a deduction is made from your deposit, you will be required to submit further funds to cover the deduction and ensure that the full deposit amount is held by us. The remaining balance of Your deposit will be returned to you when you are no longer a Merchant on the Busihubs platform. You will be fully responsible for any costs, fees or other expenses (including but not limited to losses due to currency conversion) incurred during the process of transferring your deposit to us and when we return the remaining balance of your deposit to you.  
  • IMPORTANT: After You are authorised to use your Account for the Busihubs platform, Your Account will automatically switch from a non-business Account to a business Account.
  • If there is an inconsistency between these Terms and the Platform terms of service, these Terms shall prevail to the extent of any inconsistency, to the extent such conflict relates to the Busihubs platform.
• How to List Products
  • Once You have successfully registered as a Merchant on the Busihubs platform, You will be able to upload the details of your Product(s) and Services and list them for display to Users. Instructions for how to do this and the checks we conduct before a listing goes live (“Product Eligibility Criteria”) can be found in the FAQ section of the Busihubs platform. It is a material breach of these Terms if You do not provide complete and accurate details of Your Products to Buyers prior to and after a Sale. 
  • Your Product listing must make available all legally required terms and conditions (under Applicable Law) to a Buyer prior to the conclusion of any Sale. It is a material breach of these Terms if you do not provide a Buyer such terms and conditions prior to the conclusion of any Sale.
• How to Sell Products
  • You may sell Your Products and Services in the manners made available to You (e.g., add the anchor link of the Products to the content shared by You or on Your behalf, or sell Your Products via live streaming). The availability of some functionalities used for selling Products may be restricted to certain Merchants, as determined at Busihubs’s sole discretion. 
• How to Process a Sale
  • Once a Sale occurs, an order (“Order”) will be generated in Your Account. You are responsible for processing and shipment of that Order.
  • It is a material breach of these Terms if You do not arrange for the shipment of a Product to the Buyer after a Sale in accordance with the Additional Jurisdiction-Specific Terms or if the Product that You do send to the Buyer does not conform in all material respects with the description of the Product provided to the Buyer pre-Sale.
• Communication with Buyers
  • We offer You features to communicate with the Buyers to facilitate the performance of certain Order and respond to enquiries from Buyers. You can also review and reply to comments from Buyers towards any specific Order.
  • You acknowledge and agree that Your messages shall comply with our guidelines.
• Returns, Replacements and Cancellations
  • Busihubs is a selling and buying platform only. The platform allows the Merchant to advertise and sell their products and services to Buyers.
  • A commission is received by Busihubs for all purchases made. This Merchant fee is non-refundable even in the event the product or service is refunded to the Buyer, our fee remains non-refundable for providing the free selling platform hosting the Merchant products.
  • Busihubs is not responsible for refunds, exchanges or issues with purchases. All refunds, exchanges and issues must be sent direct to the Merchant to action. Busihubs is not liable for issuing refunds, this is the responsibility of the Merchant.
  • Busihubs acts as a marketplace service provider. All terms of sales and compliance with relevant sale regulations and legislations remains with the Merchant as the provider of the goods and services.
  • Requests for refunds and exchanges via the Busihubs platform will be directed to the Merchant to respond accordingly and action. 
  • Merchants are responsible for complying with any refund, replacement, exchange or cancellation rights that a Buyer may have under Applicable Law and the further Product obligations set out in the Busihubs Customer Order Cancellation, Return and Refund Guidelines.
  • Instructions on how to refund a Sale or cancel an Order can be found in the Busihubs Customer Order Cancellation, Return and Refund Guidelines. It is a material breach of these Terms if You do not provide a Buyer with a refund or a right to cancel a Sale or replace a Product where the Buyer has a legal right to do so under Applicable Law. 
  • IMPORTANT: We note in particular that in some jurisdictions Buyers are entitled to cancel a Sale without reason (“Withdrawal Right”). It is a material breach of these Terms if You do not honour a Buyer’s Withdrawal Right where they are entitled to it under Applicable Law.
• Product Recall
  • You are responsible for complying with any recall or safety notice required to be given in respect of any Product Offered by You under Applicable Law. You agree to immediately remove any Product from the Busihubs platform if it is subject to any recall or safety notice. It is a material breach of these Terms if You do not remove any such Product.
• Product Ranking
  • The main parameters We use when determining whether and how Your Products are offered to Users are: 
    • User activity on Busihubs: such as clicking on Product listings or engaging with Creator Content;
    • User information: information Users disclose in their account. For example, their age, gender, location, or interests they have disclosed to Us via their User settings;
    • Product listing quality: We measure Product listing quality by assessing relevant features of the Product listing, such as whether the images of the Products are of a low quality; and
    • Creator Content quality: We measure Creator Content quality by assessing relevant features of the Creator Content, such as whether the videos are of a low quality, and User engagement with Creator Content, such number of views.
    • Customer reviews of products and services
• How do the Payment Services Work?
  • Payments are made via the Busihubs platform direct to the Merchant. Busihubs will take a percentage of the Seller’s fee for payment of hosting the Product and Service via the platform.
  • Payments will be made direct by the Buyer via third parties such as PayPal, Apple Pay, Google Pay or direct debit and credit card payments.
  • Please see Additional Jurisdiction-Specific Terms, for information on how payment services work in Your jurisdiction.
• How do the Logistics work?
  • Please see Additional Jurisdiction-Specific Terms, for information on how logistics work in Your Products in Your jurisdiction.
• What Data will You have Access to and What Rights do You Have to Use it?

Applicable Data Protection Laws

• In these Terms, “Applicable Data Protection Laws” means: (i) to the extent the UK GDPR (as defined below) applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data (as defined in Our Privacy Policy); and (ii) to the extent the EU GDPR (as defined below) applies, the law of the European Union or any member state of the European Union to which We are subject, which relates to the protection of personal data.
• Data Busihubs Collects from You
  • The data that We collect about You and Your activity on the Busihubs is described in the Privacy Policy.
• Data Busihubs Makes Available to You
  • This data will include data that falls within the definition of “personal data” (as defined in Our Privacy Policy), and includes any data that You receive or is available to You through the Platform’s messaging functionality (“Busihubs Data”), such as the data available to you when you communicating directly with Users though the Platform’s messaging functions.
  • You may only use Busihubs Data strictly in accordance with (i) these Terms and the Busihubs Policies; (ii) any privacy notice You make available to Buyer before a Sale is concluded; and (iii) Applicable Law. You may only use Busihubs Data for the purposes of processing and fulfilling an Order from a Buyer and where necessary handling refunds, cancellations, enquiries or claims from Buyers in relation to an Order (“Permitted Purpose”). You are not permitted to use Busihubs Data for any other purpose(s), for example You may not: (i) sell or trade Busihubs Data; (ii) use Busihubs Data other than for the Permitted Purpose, unless the User has provided their prior consent in accordance with the requirements of Applicable Law; or (iii) use Busihubs Data to send any direct marketing or promotional messages or communications to a User by email or any other method of direct communication with a User, unless You have obtained the User’s prior express and informed consent in accordance with Applicable Law. You may not use the Platform’s messaging functionality for any marketing or promotional purposes. 
  • You shall take sufficient security measures to ensure the security of Busihubs Data in Your possession and You shall delete such Busihubs Data as soon as reasonably possible upon completion of Your transaction with Buyers.
  • Data Busihubs Processes on Your behalf
    • Without prejudice to the general position in relation to the processing of personal data and our position as a controller of personal data, in situations where we process any personal data on Your behalf in order to facilitate the fulfilment of an Order from a Buyer and other Partner Services or Integrated Warehouse Services (“Processed Data”) we shall:
      • process that Processed Data only on Your documented instructions, which shall be to process the Processed Data for the purpose of facilitating the fulfilment of Orders from a Buyer and other Partner Services, unless We are required by Applicable Law to otherwise process that Processed Data. Where We are relying on Applicable Law as the basis for processing such Processed Data, We shall notify You of this before performing the processing required by the Applicable Law unless those Applicable Law prohibit Us from so notifying You. We shall inform You if, in Our opinion, Your instructions infringe Applicable Data Protection Laws;
      • implement appropriate technical and organisational measures to protect against unauthorised or unlawful processing of such Processed Data and against accidental loss or destruction of, or damage to, such Processed Data, having regard to the state of technological development and the cost of implementing any measures; 
      • ensure that any personnel We engage and authorise to process such Processed Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality; 
      • assist You in so far as reasonably necessary (taking into account the nature of the processing and the information We have available), and at Your cost and written request, in responding to any request from a data subject and in ensuring Your compliance with Your obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
      • notify You without undue delay on becoming aware of a personal data breach involving such Processed Data;
      • at Your written direction, delete or return such Processed Data and copies thereof to You on termination of these Terms unless We are required by Applicable Law to continue to process that Processed Data; and
      • maintain records to demonstrate Our compliance with these provisions relating to processing the Processed Data on Your behalf and allow for You or Your designated auditor to carry out reasonable audits, for this purpose only, on reasonable prior written notice.
    • You hereby provide Your prior, general authorisation for Us to:
      • appoint processors to process the Processed Data, provided that We shall: (A) ensure that the terms on which We appoint such processors comply with Applicable Data Protection Laws, and are consistent with the obligations imposed on Us in connection with processing the Processed Data on Your behalf; and (B) remain responsible for the acts and omission of any such processor as if they were Our acts and omissions.
      • transfer such Processed Data outside of the UK or EEA as required to facilitate the fulfilment of an Order from a Buyer and other Partner Services, provided that We shall ensure that all such transfers are effected in accordance with Applicable Data Protection Laws. For these purposes, the provisions below (International Transfers of Busihubs Data and Processed Data) shall apply.
• International Transfers of Busihubs Data and Processed Data
  • Where there is an ex-EEA Transfer or an ex-UK Transfer (both as defined below), Schedule 2 of these Terms shall apply in respect of such transfer.
  • An “ex-EEA Transfer”is a data processing activity whereby personal data which is processed in accordance with the EU Regulation 2016/679 (“GDPR”) is transferred from Us (within the EEA) to You (or Your premises) outside the EEA, and such transfer is not governed by an adequacy decision made by the European Commission in accordance with the relevant provisions of the GDPR.
  • An “ex-UK Transfer” is a data processing activity whereby personal data which is processed in accordance with the UK GDPR (as defined below) and the Data Protection Act 2018 is transferred from Us within the UK to You (or Your premises) outside the UK, and such transfer is not governed by an adequacy decision made by the Secretary of State in accordance with the relevant provisions of the UK GDPR.
  • The “UK GDPR” is the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018.
• Busihubs Content and Merchant Materials
  • You acknowledge that the Busihubs platform and any and all elements thereof shall be deemed as “Busihubs Content” under the Terms of Service of the Platform.
• Your License to Busihubs
  • By using the Busihubs platform, You grant to Busihubs and Busihubs Affiliates a perpetual, worldwide, irrevocable, royalty-free, fully transferable, sub-licensable licence to host, reproduce, display, stream (including live streaming), distribute, modify, run, copy, publicly perform, make available, publish, translate and make derivative works of any content, data, information You provide to Us about You and Your Products (“Merchant Materials”) and to authorize other users of the Platform or third parties to view, access, download, reproduce, make derivative works of, publish and/or transmit the Merchant Materials, in any form or medium on the Busihubs and the Platform, to use the same to market and promote the Busihubs both on and off the Platform, and to improve the Busihubs platform and Our other products and services.
• This licence by You to Busihubs does not impact Your intellectual property rights or other rights in and to Your Products or Merchant Materials in any way. 
• You acknowledge and agree that Your Merchant Materials shall comply with Busihubs Content Guidelines (UK and internationally).
• The foregoing does not impact any right You may have to have data deleted under Applicable Laws.  
• Engagement of Creators
  • Your engagement with Creators via the Affiliate Feature will be subject to the model(s) for Your applicable jurisdiction set forth in the Additional Jurisdiction-Specific Terms. 
  • You must ensure that all Creator Content You commission: (i) is labelled as an ad or with an appropriate commercial disclosure; (ii) uses Our available ad labelling functionality; and (iii) complies with all Applicable Laws, regulations, codes of conduct and relevant policies on advertising disclosures. 
• Engagement is between You and Creator
  • In any and all models (as applicable), You acknowledge and agree that a Creator is an independent contractor providing Creator Services to You pursuant to an agreement between You and the Creator, to which Busihubs is not a party. 
  • The procurement of the Creator Services by You from the Creator, and the provision of the Creator Services by the Creator to You is between You and the Creator directly. 
    • In all circumstances, Busihubs will not:
      • be a party to any contract between You and the Creator in connection with the Creator Services; 
      • determine the pricing of the Creator Services; 
      • interact with, or be involved in, the provision of the Creator Services; 
      • be responsible for the procurement or provision of the Creator Services between You and Creator and any contract between You and Creator; or
      • be responsible for any liability or enforcement under any contract between You and the Creator 
      • be responsible for any disputes you may have with Creators beyond enforcement of Creator Terms; 
    • You acknowledge and agree that:
      • Busihubs has no liability for any claims in relation to the any contract between You and the Creator, including but not limited to claims related to Your Products, any call to action and/or other promotional messages, information or content that You require the Creator to include in the Creator Content (as defined below), or the Creator Services performed by the Creator.
      • Creators carry on a profession or business on their own account and if You engage Creators You acknowledge You do so as a customer or client of the Creator and not of Busihubs. You understand that Creators are not employees, workers, agents or contractors of Busihubs.
      • Busihubs is not liable for the acts, omissions, errors, representations, warranties, negligence, or breaches of any Creator or any property damage, or other damages or expenses resulting therefrom and takes no responsibility whatsoever regarding the Creator Services rendered by Creators generally or to You specifically. 
• Licenses in Connection with Creator Content
  • In order to use the Affiliate Feature, the following provisions in this subsection (Licenses in Connection with Creator Content) are deemed to be included in your contracts or agreements with Creators, which Busihubs is not a party to and shall not be responsible for, regarding grants of rights in and to: (a) the Merchant Materials for Creator’s provision of the Creator Services to You; and (b) the Creator Content for Your exploitation thereof:   
  • License of Merchant Materials. You grant a non-exclusive, worldwide, royalty-free, sub-licensable, irrevocable license in and to Your Merchant Materials to Creators (i) for purposes of Creators’ provision of the Creator’s Services to You, to reproduce, display, stream (including live streaming), distribute, modify, run, copy, publicly perform, make available, publish, translate and make derivative works in any form or medium, make, use, transfer, import, and exercise any and all such rights in and to Your Merchant Materials during the term of the Creator’s provision of the Creator Services to You; and (ii) following the expiry of the aforesaid term, to continue to distribute, publish, copy, reproduce, public perform or otherwise make available the Creator Content created during the term. 
  • Acknowledgement on Merchant Materials. You acknowledge that any Creator Content made available on the Platform may be distributed worldwide perpetually without payment or fee payable to You during or after the term of the Creator’s provision of the Creator Services to You. Busihubs or any of Busihubs Affiliates are not required to take down or remove the Creator Content from the Platform.
  • License of Creator Content. Creator grants a limited, non-exclusive, non-sublicensable, non-transferable, royalty-free license to You solely to distribute or otherwise make available the Creator Content on the Platform on an “as is” basis without any right for modification, edit or change.
  • Acknowledgement on Creator Content. You acknowledge that, as between You and Creator, saving for Merchant’s rights, title and interests in and to the Merchant Materials and Busihubs’s rights, title and interests in and to Busihubs Content, Creator owns all images, videos, media, content or any element therein (“Creator Content”) created by Creator in provision of the Creator Services to You.
• Service Market and Partner Services
  • Service Market: means the platform that is part of the Seller Center where You may browse the Public Services provided by Partners, 
  • “Partner” herein refers to the third-party service provider, including multi-channel network, independent service provider, affiliate partner or talent scout who has been registered in Busihubs Partner Center (“TTSPC”) and offer Partner Services to Merchants. 
  • Public Service: means the service provided by Partners to You on TTSPC, which is disclosed on the Service Market and is authorised by You. 
  • Custom Service: means the service provided by Partners to You, which is not disclosed on Service Market, and is authorised by You.  
  • Partner Service(s): means Public Service and Custom Service which are contracted by You directly with the applicable Partner. For avoidance of doubt, the Partner Services do not form part of Busihubs offering and are provided by Partners and contracted by you directly with the Partner and not through the TTSPC. 
• Service Market as Marketplace
  • IMPORTANT: Busihubs does not itself sell Partner Services. Busihubs allows Partners to promote Partner Services on the Service Market. Busihubs may facilitate the promotion and sale of Partner Services on the Service Market by Partners to you. The service contract for Partner Services is always solely between You and the Partner. Busihubs is not (a) the buyer or the seller of Partner Services; (b) responsible for the fulfilment of the service contract or any contract between You and the Partner; or (c) an agent of You or the Partner in connection with any provision or purchase of Partner Services. The Partner of the Partner Service will be shown on the service description page (“Description Page”) and Your rights of recourse, for example in relation to refunds and cancellations, will be between You and the Partner. Busihubs, as a marketplace service provider, may use commercially reasonable efforts to require Partners to provide accurate and updated information, but Busihubs does not guarantee or endorse the quality of any Partner Services, information or services provided by Partners.
• How to use the Marketplace and authorise a Partner Service?
  • You can use your Account to authorise a Partner Service provided by a Partner. We will use your Onboarding Information to assess whether or not you will be able to authorise and contract for  Partner Services. Where the applicable Partner provides Partner Services to you is an independent software vendor, You agree to ensure they enter into the Busihubs Partner Center Terms of Service with Busihubs.
  • Authorisation of Partner Services
    • When You subscribe to a Partner Service:
      • If the Partner Service requires sharing of Data (as defined hereinafter) to the Partner: The data  to be shared with the Partner for performance of this Partner Service by the Partner will be disclosed on the Description Page(“Data”). You hereby declare that, upon click of “Authorise” on the Description Page by you:
      • you have entered into a service contract with the Partner for the Partner Services; 
      • you authorize your Data to be shared with or made available to Partner immediately via API connections or via the TTSPC until expiration of subscription period for such Partner Service or cancellation of such Partner Service. 
      • If the Partner Service does not require sharing of Data to the Partner: The Partner will contact you with regard of performance of the applicable Partner Service. 
• • You acknowledge and agree that:
    • You shall promptly cancel your subscription of Partner Services on Seller Center if you do not want your Data to be shared with the Partner or Partner Services provided by the Partner or you no longer have a current services contract for the Partner Services.
    • The trade and purchase of Partner Service are made between You and the Partner and You and the Partner shall be in strict compliance with the service contracts or other arrangements entered into between You and the Partner. Busihubs (and/or any of Busihubs Affiliates) is not a party to such contract, is not responsible for the provision of any Partner Services to You, and is not liable for the acts, omissions, errors, representations, warranties, negligence or breaches by You or by the Partner. We will not be responsible for any enforcement of any service contract between you and the Partner. Busihubs may coordinate with You and the Partner to resolve any dispute, provided, however, that You understand that Busihubs ‘s efforts to coordinate may have no practical or substantive effect, and that You are not entitled to request indemnification or compensation from or Busihubs.
    • You shall choose and decide the Partner Services and Partners with which You would like to engage with care and only purchase and authorise Partner Services after You have fully read and understood by yourself the usability, content, instruction of use, fees, refund rules, subscription period and risks of the Partner Services.
    • When authorising the sharing of Data, you shall have taken into account the risk that the Partner Service might be discontinued, suspended or terminated by the Partners in the future.
    • You acknowledge that in case the Partner violates any terms with Us, including but not limited to Busihubs Terms of Service and other terms or policies, Busihubs is entitled to require the Partner to discontinue providing Partner Services at any time accordingly. Your inability to continue to use the Partner Services as a result is attributable to the fault or negligence of the Partner and you shall not have recourse to Us and any liabilities or damages shall be independently assumed by the Partner.
    • Busihubs does not control the Partner Services or the content relevant to the Partner Services provided by Partners, and shall not be liable for safety, reliability and usability of such Partner Services or content, nor shall Busihubs be liable for censorship of Partner Services or endorse any content, description, advertisement or other materials with regard to the Partner Services. You shall further acknowledge and agree that Busihubs is not liable for any direct or consequential damages as a result of Your use or reliance of the content, description, advertisement or other materials with regard to the Partner Services. 
• Your use of API
  • To the extent that we make available to You any API and API Data (as defined in Schedule 3), the provisions of Schedule 3 shall apply.  For the avoidance of doubt, API and API Data form part of the Busihubs platform. 
• Fees
  • For sellers selling to buyers in the United Kingdom 
• The fees (“Fees”) that Busihubs charges for Your use of the Busihubs will be based on a certain percentageper Order based on the amount paid by the Buyer for the Order (“Commission Rate”). Busihubs may, in its sole and absolute discretion, amend the Commission Rate from time to time and inform You of such amendment in writing (“Notice”) in accordance with Clause 4 and any applicable Additional Jurisdiction-Specific Terms. Should Busihubs reduce the Commission Rate, such reduction shall automatically terminate within the fixed period as stated in Busihubs’s Notice, or in any event within 1 year from the date of the Notice unless otherwise stated in the Notice. Unless otherwise specified in these Terms (including Clause 15) and the Additional Jurisdiction-Specific Terms, the Fees are inclusive of applicable taxes, including but not limited to Value-added Tax (“VAT”), Goods and Services Taxes (“GST”), Service Taxes, Japan Consumption Taxes, or its equivalent (“Taxes”).
  • For Orders sold to Buyers located in the UK, the Commission Rate is 5%. 
  • If You use any special functions or features on the Busihubs, or participate in any additional programmes, additional fees may become chargeable.
• For sellers selling to buyers in Indonesia
  • The fees (“Fees”) that Busihubs charges for Your use of the Busihubs will be based on a certain percentageper Order based on the amount paid by the Buyer for the Order and a certain flat fee per Order. The percentage per Order may comprise of Payment (or Transaction) Fees and/or Commission Fees. Busihubs may change the Fees from time to time at its sole discretion by providing written notice (including via the Seller Center or email) to Merchants. The Payment Fees (if any), Commission Fees or flat fee per Order will be indicated in the Seller Center. 
  • Should Busihubs reduce the Fees, such reduction shall automatically terminate within the fixed period as stated in Busihubs’s Notice, or in any event within 1 year from the date of the Notice unless otherwise stated in the Notice. 
  • Unless otherwise specified in these Terms (including Clause 15) and the Additional Jurisdiction-Specific Terms, the Fees are inclusive of applicable taxes, including but not limited to Value-added Tax (“VAT”), Goods and Services Taxes (“GST”), Service Taxes, Japan Consumption Taxes, or its equivalent (“Taxes”).
  • If You use any special functions or features on the Busihubs platform, or participate in any additional programmes, additional fees may become chargeable. 
  • For sellers selling to buyers in Singapore, Thailand, Vietnam, Malaysia and the Philippines
  • The Platform service fee (“Fees”) that Busihubs charges for Your use of the Busihubs platform, and for making Busihubs available to you, will comprise of a Commission Fee and Transaction Fee. The Fees will be based on a certain percentage per Order based on the amount paid by the Buyer for the Order.
  • Busihubs may change the Fees from time to time at its sole discretion by providing written notice (including via the Seller Center or email) to Merchants. The Transaction Fees and Commission Fees will be indicated in the Seller Center. 
  • Should Busihubs reduce the Fees, such reduction shall automatically terminate within the fixed period as stated in Busihubs’s Notice, or in any event within 1 year from the date of the Notice unless otherwise stated in the Notice. 
  • Unless otherwise specified in these Terms (including Clause 15) and the Additional Jurisdiction-Specific Terms, the Fees are inclusive of applicable taxes, including but not limited to Value-added Tax (“VAT”), Goods and Services Taxes (“GST”), Service Taxes, Japan Consumption Taxes, or its equivalent (“Taxes”).
  • If You use any special functions or features on the Busihubs, or participate in any additional programmes, additional fees may become chargeable
• How you may authorize other users to manage your Account?
  • You may authorize one or more Platform users (each, an “Authorized User”) to manage your Account for accessing or using Busihubs in full or in part. The engagement of such Authorized User is solely between You and Your Authorized User, to which We are not a party and shall have no liability. 
  • You must ensure that any and all of Your Authorized User(s) are not minors (the definition is subject to the Applicable Laws) and have legal capacity to enter into a binding agreement and to act on your behalf.
  • Your Authorized User is accessing or using the Busihubs platform on behalf of You. Any act or omission by any of Your Authorized User under Your Account shall be deemed as act or omission of You, and any breach by Your Authorized User shall be deemed as a breach by You. You are fully responsible and liable for the access or use of the Busihubs platform by Your Authorized User(s).
  • Authorized User(s) shall abide by the terms hereunder and You shall ensure such compliance. You shall notify Us immediately if you are aware of any breach or violation of these Terms by any of Your Authorized User(s).
  • You may authorize, adjust the scope of authorization, terminate the authorization or otherwise manage the authorization granted to Your Authorized User(s). We reserve the right to suspend or terminate Your Authorized User(s)’s access to Your Account and/or Busihubs with or without notice if we are aware of any breach or violation of these Terms or applicable guidelines or policies by Your Authorization User(s) without liability.
  • Any suspension or termination of Your Account will result in the suspension or termination of access to your Account by any and all of your Authorized User(s).
• Rules for Using the Busihubs platform
  • To use the Busihubs platform, You must agree to abide by these Terms as well as the our policies or guidelines that govern Your use of the Busihubs platform (“Busihubs Policies”). It is a material breach of these Terms to breach a Busihubs Policy. 
  • Busihubs Policies, Product Eligibility and Restricted and Prohibited Products
  • Any Product You Offer on the Busihubs must be legal and safe and meet Our Product eligibility criteria. 
  • You may not Offer any Product if it appears on Our Prohibited Products List and Restricted Products List. 
• Acceptable Uses
  • You may only use the Busihubs platform for the purposes of offering the Products that You have the title and right to sell to Users, or for the purposes of subscribing Services provided by Partners.
    • You may not use the Busihubs platform for any of the following purposes or do any of the following acts:
      • Compliance with Applicable Law and third party rights and User experience
      • any act or omission which breaches any Applicable Law;
      • any act which infringes the rights of any third party under Applicable Law;
      • any act which is abusive, harassing, threatening, defamatory and/or intimidating;
      • influencing the reputation of other Merchants (for example by submitting, arranging and/or encouraging false reviews or complaints);
      • offering to sell or in fact sell to any person unable to legally form a binding contract under Applicable Law;
      • disguising the fact that You are a trader acting for commercial purposes;
      • disguising or not providing upon request by Us or a User Your identity, location and/or full contact details;
      • describing a Product as free or without charge (or similar) if the Buyer has to pay anything other than for the cost of delivering the Product to them, which cost must be disclosed in advance;
      • sending spam or unsolicited marketing;
      • posting false, inaccurate, misleading, deceptive, defamatory, or libelous content;
      • claiming to be a signatory to any code of conduct or regulatory regime when You are not or claiming that a code of conduct has any endorsement from a public or other body when it does not;
      • displaying a trust mark, quality mark or equivalent without having obtained the necessary authorisation;
      • removing or disguising any trade mark or indication of origin;
      • claiming that You or Your Product has received an endorsement when You/it has not;
      • falsely stating that a Product will only be available for a very limited time, or that it will only be available on particular terms for a very limited time, in order to elicit an immediate decision and deprive Buyers of sufficient opportunity or time to make an informed choice;
      • not providing after Sale services to a Buyer in a language in which You committed to communicate pre-Sale;
      • stating or otherwise creating the impression that a Product complies with Applicable Law when it does not;
      • presenting legal rights available to the Buyer under Applicable Law, such as refund rights, as a distinctive feature of Your offer;
      • offering to sell any Product where You are not able to fulfil the Order; 
      • intentionally delivering empty or incomplete parcels to Buyers (fulfilment fraud);
      • falsely claiming that a Product is able to cure illnesses, dysfunction or malformations or making any other claim that is not supported by reasonably objective evidence in Your possession and control; 
      • allowing or encouraging any third party to promote or endorse You or Your Products without clearly disclosing that there is a commercial or other relationship between You and such third party;
      • conducting off Platform transactions;
      • purchasing Your Products by Yourself;
      • collecting, using and/or phishing User information without their informed consent or another lawful basis under Applicable Law;
      • listing a Product at a deliberately high non-viable price; 
      • any content or activity of inducing traffic to deceive Users /Buyers and induce or threaten them to order, favour (like/thumbs-up), or comment;
      • delivering any inappropriate message to Users/Buyers;
      • purchasing Products sold on the Platform for the purpose of commercial re-sale;
      • abusing coupons, vouchers or other promotional discounts (including, but not limited to, selling of such coupons, vouchers or other promotional discounts to third parties and/or use of vouchers on site inconsistent with normal use).
• Systems security and integrity
  • trading of (or otherwise dealing with third party, with the intention to cancel the true beneficiary of Your Account or in otherwise dishonest manners, in relation to) Your Account;
  • selling or transferring (or putting up for sale or facilitating the transfer of) Your Account to any third party;
  • opening or using more accounts than reasonable (or permitted);
  • distributing viruses or any other technology that are intended or may reasonably be expected to harm the interests of Busihubs, Busihubs Affiliates, or Users;
  • using any bot, spider, scraper, data mining or extraction tools, or any other automated means of access to the Platform or Busihubs unless You have Our express written permission to do so;
  •  undertaking any act which is intended or may reasonably be expected to interfere with the normal running of the Busihubs platform; 
  • circumventing any technical protection or security measure We apply to the Busihubs or the Platform or any other of Our or Busihubs Affiliate’s systems; 
  • providing a review or procuring others to provide reviews on competitor Products where the review functionality is made available; or
  • any attempt to direct Users/Buyers to non-authorized landing pages (including without limitation invalid landing pages, landing pages asking Users/Buyers to input personal information to proceed and which cannot be skipped and landing pages automatically downloading files to a User’s/Buyer’s computer).
• Infringing Product
  • Busihubs takes the intellectual property rights of others very seriously. You may not Offer any Product via the Busihubs if it is counterfeit or otherwise infringes any third party right under Applicable Law (“Infringing Product”). Offering to sell an Infringing Product is a material breach of these Terms. 
  • We have a process by which people can report alleged Infringing Products.
  • Similarly, You may not use the Busihubs platform to infringe the intellectual property rights of Busihubs or any of Busihubs Affiliates.
• Customs and Tax Policy
  • Fees
    • Unless otherwise specified in the Additional Jurisdiction-Specific Terms, Fees charged by Busihubs to you shall include all applicable Taxes. Your payment of Fees to Busihubs shall be made free and clear of any deduction or withholding of taxes. If any deduction or withholding tax is required by Applicable Law, You will notify Us and will pay to Us any additional sums necessary to ensure that We receive the Fees agreed under these Terms. You will also provide to Us any documentation reasonably required to demonstrate the sums withheld and that they have been paid to the relevant taxing authority.
    • If Busihubs is required under the law of any jurisdiction to deduct or withhold any taxes with respect to any amount payable to you, Busihubs will make such deduction or withholding as required, and Busihubs will provide you with a certificate or any similar document proving that such taxes have been withheld and paid.  
  • Taxes rising from your sale

If you sell to United Kingdom

• Busihubs is responsible for collecting and paying any and all Taxes applicable to any Sale unless you are established in the United Kingdom and sell Products that are located in the United Kingdom at the point of sale, or Busihubs informs You that You are responsible for VAT, in which case You will be responsible for VAT chargeable on the Sales. Prices charged on the Busihubs platform must include all applicable Taxes to enable Busihubs to determine the correct Tax treatment of the Products. 
  • Upon request from Busihubs, You shall provide information regarding the nature, value and location of the Products sold on the Busihubs, to enable Busihubs to determine the correct Tax treatments of the Products. 
  • If Busihubs is required by Applicable Law to collect any tax or duty from You, You agree to pay such amount to Us or for Busihubs to retain such amounts from the sums remitted to You with respect to Sales on the Busihubs platform. 
  • Any applicable Taxes, or their equivalent, will be charged by Busihubs on top of the Fees and payable by You. 
  • If any deduction or withholding tax is required by Applicable Law, You will notify Us and will pay to Us any additional sums necessary to ensure that We receive the Fees agreed under these Terms. You will also provide to Us any documentation reasonably required to demonstrate the sums withheld and that they have been paid to the relevant taxing authority.
  • We will not act (and You will not designate Us) as declarant, importer or exporter of record, or any equivalent role, in respect of Products imported or exported to or from any jurisdiction. Subject to the laws and requirements of the jurisdiction of the Buyer and the jurisdiction from which the Products are shipped, You shall (as appropriate): (i) act in the capacity of importer and/or exporter Yourself; (ii) designate the Buyer to act as importer of the Products (and empower the carrier to act on the Buyer’s behalf); or (iii) designate a willing and suitable authorised third party to act in such capacity.

If you sell to Southeast Asia (Indonesia, Vietnam, Thailand, Malaysia and the Philippines) 

• You shall be responsible for collecting and paying any and all taxes applicable to your Sale, including VAT, customs and import duties, or similar taxes.
  • We will not act (and You will not designate Us) as declarant, importer or exporter of record, or any equivalent role, in respect of Products imported or exported to or from any jurisdiction. Subject to the laws and requirements of the jurisdiction of the Buyer and the jurisdiction from which the Products are shipped, You shall (as appropriate): (i) act in the capacity of importer and/or exporter Yourself; (ii) designate the Buyer to act as importer of the Products (and empower the carrier to act on the Buyer’s behalf); or (iii) designate a willing and suitable authorised third party to act in such capacity
• Representation and Warranties
  • By accepting these Terms, You represent, warrant and undertake to Busihubs that:
    • You will at all times act in accordance with Busihubs policies and terms
    • all information provided by You to Us shall be accurate, complete and current; 
    • You will keep Your Account access details confidential and acknowledge that You are responsible for access to Your Account which You authorise or which results from You not keeping Your Account access details confidential and secure;
    • any Product You Offer will be fit for purpose, correspond to the description You provide to Users and be free from defects; 
    • The Merchant Materials provided by You comply with Applicable Laws and applicable guidelines; and
    • You will comply with all the Busihubs Policies and all Applicable Laws. 
    • in performing Your obligations under these Terms You shall comply with all Applicable Law relating to anti-slavery and human trafficking, including the Modern Slavery Act 2015 (“Modern Slavery Laws”). You represent and warrant, that neither You nor any of Your employees, officers, agents, representatives and/or professional advisers (“Personnel”) has: (a) committed an offence under any Modern Slavery Laws; or (b) been notified that it is subject to an investigation relating to an alleged offence or prosecution under any Modern Slavery Laws; or (c) is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged offence or prosecution under Modern Slavery Laws. You shall notify Us immediately in writing if You become aware or have reason to believe that You and/or any of Your Personnel have breached or potentially breached any of Your obligations under this clause. Any notice shall set out full details of the circumstances concerning the breach or potential breach of Your obligations.
    • Busihubs represents and warrants to You and You represent to Busihubs that each:
      • is a business, duly registered and of good standing under the laws of the jurisdiction where it is established;
      • has the authority and rights to enter into these Terms and perform its respective obligations under these Terms.
      • You represent and acknowledge that in executing these Terms, You do not rely, and have not relied upon any representations or statements made by Busihubs or its agents, representatives, or attorneys with regard to the subject matter, basis, or effect of these Terms beyond the representations and statements expressly contained herein.
• What Happens if You Breach These Terms or the Busihubs Policies?
  • If We know or reasonably suspect that You are in material breach of these Terms or any of the Busihubs Policies, We may take corrective measure(s), including without limitation:
    • sending a formal warning message;
    • delisting a Product;
    • suspension of Your Product listing privileges;
    • temporary or permanent suspension of Your seller benefits, Your enrolment in affiliate programmes, or Your access to Busihubs;
    • deleting Your Account and permanently prohibiting Your access to the Busihubs marketplace;
    • commencing legal action against You;
    • reporting You to the relevant regulatory authorities for criminal prosecution. 
    • In addition to Our rights listed above, if We suspect You have:
      • abused coupons, vouchers or other promotional discounts (including, but not limited to, selling such coupons, vouchers or other promotional discounts to third parties and/or encouraging their use in a manner inconsistent with normal use); 
      • intentionally delivered empty or incomplete parcels to Buyers (fulfilment fraud); 
      • engaged in any off platform transactions; or
      • breached these Terms or any Busihubs Policies and, as a result of such breach, We, a User or a third party has suffered loss or damage,
      • then monies due to You may be withheld from you, and if We determine (acting reasonably) that Your breach of these Terms or any Busihubs Policies has caused Us, User(s) or another third party any loss or damage, You may be required to compensate, out of monies due to You, Us and/or affected User(s) or other relevant third parties. 
• Confidentiality
  • During the course of Your use of the Busihubs platform, You may receive or obtain access to information relating to Busihubs, its business and products, the Busihubs platform and the way it operates that is not in the public domain (“Confidential Information”). 
  • These Terms shall be treated as Our Confidential Information.
    • You agree that for the Term and 2 years after the Term You will not use the Confidential Information for any purpose other than as is necessary for You to perform Your obligations under these Terms. You will not disclose the Confidential Information to any third party other than:
      • to employees, subcontractors and advisers who need to have access to the Confidential Information to enable You to perform Your obligations under these Terms; or
      • as may be required by Applicable Law or any governmental or regulatory authority.
      • You shall retain the Confidential Information for only as long as is necessary. You shall delete the Confidential Information at the end of the Term or as soon as it is no longer required to comply with Your obligations under these Terms or Applicable Law.
• Disclaimers
  • The Busihubs platform (including, for the avoidance of doubt, API and API Data) is provided on an “as is” basis, and Busihubs disclaims any and all representations, conditions and warranties, express or implied, including without limitation, merchantability, satisfactory quality, fitness for a particular purpose or non-infringement, unless otherwise expressly set out in these Terms.
  • Busihubs provides no warranty that the Busihubs platform will always be available or error free. 
  • You expressly acknowledge that Busihubs has no special relationship with or fiduciary duty to You. You acknowledge that Busihubs makes no warranty regarding the results of Your use of Busihubs; how You may interpret or use the Busihubs; or what actions You may take as a result of having been exposed to the Platform, the Buyer on Busihubs or the Creator on Affiliate Feature. 
  • In no event will Busihubs or Busihubs Affiliates be liable to You for any Merchant Materials and/or Creator Content being taken down from the Platform and Busihubs makes no warranty about the number of views or success of any Creator Content. 
  • Busihubs and Busihubs Affiliates have no obligation to clear any rights in the Creator Content, label the Creator Content, ensure the Creator Content complies with Applicable Laws or check the Creator Content before it is uploaded. Note that You must ensure that all Creator Content uses Our available ad labelling functionality, however, this functionality is not a replacement for any other advertising disclosures that may be required by Applicable law, regulations and codes of conduct, or relevant policies.    
• Release
  • You release Busihubs and Busihubs Affiliates from all liability for You having acquired or not acquired any relationship with Creators and/or Buyer through the Busihubs platform. 
  • In the event that You have a dispute with a Creator or a Buyer or any third party, You agree to release Busihubs (including Busihubs Affiliates and each of Our and their respective officers, directors, employees, agents, successors, representatives, shareholders, and suppliers) from claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, foreseeable or unforeseeable, arising out of or in any way connected to such disputes with the Creator, Buyer or any third party. 
• Limitations of Liability
  • Nothing in these Terms limits any liability which cannot legally be limited, restricted or excluded.  
    • Busihubs and Busihubs Affiliates will not be responsible for any of the following liabilities that may arise in connection with Your use of the Busihubs platform (including, for the avoidance of doubt, API and API Data) or the Platform, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise:
      • loss of profits or anticipated profits, revenues, business opportunities, goodwill, or anticipated savings; 
      • data loss; 
      • indirect, incidental, special, consequential or punitive damages; or
      • any matter beyond Busihubs’s reasonable control.
      • Busihubs and Busihubs Affiliates are not liable for the acts, errors, omissions, representations, warranties, breaches or negligence of You, or for any personal injuries, death, property damage, or other damage or expenses resulting therefrom, to the maximum extent permitted by applicable law. 
      • Busihubs and Busihubs Affiliates are in no way responsible for the performance or non-performance of You for the engagement with any Creator you engage or work with or wish to engage or work with through Affiliate Feature. 
  • Subject to above paragraphs, Busihubs’s and Busihubs Affiliates’ maximum total aggregate liability under or in connection with these Terms shall not exceed the total fees You paid in according with our policies in the six months prior to the cause of action. 
• Indemnities
  • You agree to indemnify, defend and hold Busihubs and Busihubs Affiliates and any of their employees, directors or agents harmless from and against any claim that arises out of or relates to:
    • a Product You Offer for sale on the Busihubs platform including in relation to the terms of sale, consumer statutory rights, product liability or any other claim that may arise under Applicable Law,
    • actual or alleged infringement of a third party’s intellectual property rights in connection with a Product You Offer for sale on the Busihubs platform, Merchant Materials You Provided, or Your use of or activity on the Busihubs platform; 
    • any sales, use, value added, excise, business or other taxes or fees, levies, demands or any customs or duties charges levied on any Sale You make on the Busihubs platform or Your procurement of Creator Services from Creators; 
    • Your breach of these Terms; 
      • You having acquired or not acquired any relationship with Creators and/or Buyer through the Busihubs platform;
      • Your failure to promptly cancel your authorisation of Partner Services on [Seller Center]; 
      • Your actual or suspected breach of the terms of any service contract you have with Partners in relation to Partner Services or with Integrated Warehouses in relation to Integrated Warehouse Services; and
      • Your failure to act in accordance with the Busihubs policies
      • Busihubs agrees to indemnify You from and against any claim that Your use of the Busihubs platform in accordance with these Terms infringes a third party’s intellectual property rights.
      • These indemnities cover any liability or expense arising from claims, losses, damages, settlements, judgments, fines, litigation costs, and legal fees.
• Term
  • These Terms come into force on the day You accept them. They will continue in force until they are terminated by either You or Busihubs in accordance with these Terms. 
• Restriction, Suspension and Termination
  • Busihubs’s Rights to Restrict or Suspend Your Account
    • Busihubs may (i) remove a Product listing, (ii) suspend or restrict Your access to Your Account, (iii) cancel any transactions associated to Your Account, and/or (iv) cancel or withdraw any promotions and/or subsidies offered by Busihubs to You, immediately if:
      • You are in material breach of these Terms and Busihubs Policies;
      • We have reason to believe that Your Account has been used for any fraudulent or illegal activity; 
      • Your use of the Busihubs platform is at risk of harming Users, other merchants or Busihubs and its legitimate interests; or
      • You have received an unreasonable number of User complaints.
  • Any suspension or restriction will remain in place until Busihubs has received from You confirmation that You have remedied the breach and/or provided evidence that the activity or harm described is not or is no longer a threat.
  • Busihubs’s Rights to Terminate 

On Notice

• Busihubs may terminate Your Account without cause by giving to You not less than 30 days notice.

For Material Breach

• Busihubs may terminate Your Account immediately upon giving notice, if You have failed to remedy a material breach of these Terms within 30 days unless Busihubs can demonstrate You have repeatedly been in breach of these Terms, in which case notice to terminate will be effective immediately.
  • Your rights if Busihubs Restricts, Suspends or Terminates Your Account
    • If We restrict or suspend Your promotion or sale of particular Products or terminate Your Account, We will provide a statement of reasons at the time notice is given. No statement of reasons will be given where We:
      • are subject to a legal or regulatory obligation not to provide the specific facts or circumstances or the reference to the applicable ground or grounds; or
      • where notice to terminate is given and We can demonstrate that You have repeatedly infringed these Terms.
  • If We have provided You with a statement of reasons, You will have the opportunity to clarify the facts and circumstances within the framework of Our internal complaint-handling process set out below.
  • If We do restrict, suspend or terminate Your Account, You will have recourse to the dispute resolution mechanisms set out in Clause 27 (Dispute Resolution) below.
• Your Rights to Terminate
  • You may terminate Your use of the Busihubs by giving notice to Us
    • You may close Your Account provided the following conditions are met:
      • You have no products listed on Busihubs. This includes product listings via video, or livestream;
      • You have no outstanding or incomplete customer orders;
      • More than 90 days have past since Your last order was completed; and
      • Your Busihubs account balance is zero, and there are no outstanding customer transactions, payments or refunds due. 
  • If You are exercising Your right to terminate Your contractual relationship with Us as a result of changes to these Terms as described in Section 4 (Changes to These Terms), and You do not meet the conditions for shop closure above, upon receipt of notice from You, we will immediately suspend Your shop and deactivate Your Products, however your shop will not be closed until the conditions above are satisfied.
• Effects of and Rights on Termination
  • On termination of Your Account, all related rights and obligations under these Terms immediately terminate, except that You will remain responsible for performing all of Your obligations to Buyers and/or Creators in connection with transactions entered into before the effective date of the termination and for any liabilities that accrued before or as a result of the termination.
  • These terms shall survive termination: Busihubs Content and Merchant Materials; subsections Licenses in Connection with Creator Content; Customs and Tax Policy; Confidentiality; Limitations of Liability; Indemnities; Effects of and Rights on Termination;  Miscellaneous Terms; Dispute Resolution and Governing Law and Jurisdiction.
• Miscellaneous Terms

Changes to the Busihubs

• We will usually provide sufficient notice of any material changes to the Busihubs platform which materially impact Your use of the Busihubs platform.
  • However, Busihubs expressly reserves the right to:
    • make changes to the Busihubs platform without prior notice to You (unless notice is required by Applicable Law); and
    • withdraw the Busihubs platform from the market (in whole or in part) without prior notice to You.
    • If You do not like the change(s) notified to You or otherwise made, You are entitled to terminate Your contractual relationship with Busihubs by closing Your Account and ceasing to use the Busihubs platform, in accordance with Clause 24 (Restriction, Suspension and Termination) above.
• Feedback
  • If You provide Busihubs with any oral and written reports, or any materials, information, ideas, analyses, concepts, documents, communications, or know-how (collectively “Feedback”) regarding Busihubs or anything related to the Busihubs paltform, such Feedback will be the sole property of Busihubs. You hereby assign to Busihubs all rights, title and interest in and to all Feedback, or, if such assignment is invalid, hereby irrevocably grants Busihubs a worldwide, exclusive (even as to You), irrevocable, to the maximum extent permitted by Applicable Law, royalty-free and fully paid-up license to such Feedback. 
  • Feedback shall be deemed Busihubs’s Confidential Information and Busihubs may use or exploit Feedback without any accounting or payment to You or any third party.
• Sanction
  • You agree to comply with all applicable trade, economic, and financial laws and regulations (collectively, “Sanctions”), and agree not to cause Us to violate any of the Sanctions. You represent, warrant and undertake that during the term of these Terms You are not:  (1) operating, organized, or resident in a country or territory that is the target of comprehensive Sanctions; (2) identified on a Sanctions-related list of designated persons maintained by the People’s Republic of China, the United States, European Union, United Kingdom, United Nations, Singapore (including the Monetary Authority of Singapore’s Lists of Designated Individuals and Entities) or other applicable government authorities, including OFAC’s Specially Designated Nationals and Blocked Persons List; (3) owned or controlled by, or acting for or on behalf of, one or more persons described in above items (1) or (2); or (4) listed on the Monetary Authority of Singapore’s Investor Alert List. You shall procure that Your subsidiaries, directors, officers, employees and affiliates comply with this clause. Should We reasonably determine that You are in violation of this clause, or that We cannot perform Our obligations under these Terms due to Sanctions-related prohibitions, We may terminate these Terms effective immediately.
• Relationship Between the Parties
  • You expressly acknowledge and agree that You, as a Merchant, are an independent organization (as applicable). Nothing in these Terms shall create any partnership, joint venture, agency, employee-employer, franchisor-franchisee, subcontracting or sales representative relationship between You and Busihubs or any Busihubs Affiliate. 
  • You may not enter into any agreement on Busihubs’s behalf. 
  • Busihubs does not make any representations or warranties of any kind with respect to You, Buyer, Creator, or these Terms, nor shall Busihubs be deemed to endorse You, any Buyer or Creator, even if Busihubs provides services to You.
• Entire Agreement
  • These Terms together with the Busihubs Policies constitute the entire agreement between You and Busihubs and supersede and replace all previous agreements, promises, assurances, warranties, representations and understandings between You and Busihubs, whether written or oral, relating to its subject matter.
  • You agree that You have not relied on and have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms. You agree that You shall have no claim for innocent or negligent misrepresentation based on any statement in these Terms.
  • No Waiver
  • A failure or delay by Us in exercising any right or remedy provided under these Terms or under Applicable Law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms or under Applicable Law shall prevent or restrict the further exercise by Us of that or any other right or remedy.
• Severance
  • In the event that any provision of these Terms shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.
• Remedies
  • Any breach of these Terms may cause irreparable harm to Busihubs for which damages may not be an adequate remedy, and therefore, Busihubs will be entitled to seek injunctive relief with respect thereto in addition to any other remedies. 
• Third Party Rights
  • Unless it is expressly stated otherwise, these Terms do not give rise to any rights to any third party enforce any term of these Terms. Our rights to rescind or vary these Terms are not subject to the consent of any other person. 
• Assignment
  • Busihubs shall be permitted to transfer or assign both the rights and obligations under these Terms to any member of the Busihubs group of companies with or without notice to You.
  • Merchants are not permitted to transfer or assign either the rights or the obligations or both under these Terms to any third party without Busihubs’s prior written consent. Any attempt to do so shall be void.
• Data Protection
  • We will handle any data that can identify an individual pursuant to Our Privacy Policy
• Third Party Services
  • Busihubs does not endorse the information contained on third party websites or services outside the Platform, or guarantee their compliance with any Applicable Law, accuracy, reliability, quality, or completeness. Since third party websites or services and the content thereon are outside of Busihubs’s control, if You choose to access any such website or services, You do so entirely at Your own risk.
• Notice
  • We may provide notices to You under these Terms to the email address provided by You in Your Account. 
  • You may provide notices to Busihubs under these Terms by email.
• Force Majeure
  • Busihubs will not be liable for any delay or failure to perform any of its obligations under these Terms for reasons, events or other matters beyond its reasonable control.
• Interpretation
  • Clause and paragraph headings are for convenience of reference only and shall not affect the interpretation of these Terms.
  • A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
  • Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
  • “Including”, “include”, “included” and analogous terms will be interpreted as if they had been accompanied by the phrase “but not limited to”.
  • These Terms shall be binding on, and enure to the benefit of, the parties to these Terms and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s successors and permitted assigns, and in case of Merchant, its personal representatives.
  • A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. 
• Dispute Resolution

Disputes Between You and a Buyer

• You are responsible for promptly and fairly resolving any dispute between You and a Buyer. Busihubs may facilitate communications between Merchants and Buyers in accordance with the policies and procedures explained in our policies and terms, but is not a party to any such dispute and has no obligation to do so. 
  • If a Buyer submits to Us any claim or dispute between You and Buyer, We will ask You and the Buyer to provide Busihubs with any documents and information it reasonably requests in order to allow it to facilitate the resolution of disputes in accordance with our policies.
  • You undertake under these Terms to comply fully with any settlement or resolution agreed with a Buyer pursuant to these Terms, including any decisions made according our policies.

Dispute Between You and a Creator

• You are responsible for promptly and fairly resolving any dispute between You and a Creator. Busihubs may facilitate communications between Merchants and Creators on a case-by-case basis, but is not a party to any such dispute and has no obligation to do so.
• Complaints Between You and Busihubs
  • If You have a complaint about Busihubs, Your access to or use of Busihubs, these Terms or any alleged act of Us, You can lodge a complaint via Our internal complaint handling system by sending an email to support@busihubs.com or by sending a message via our in-app customer service tool to “Busihubs Representing”. You can also request information about the functioning and effectiveness of our internal complaint handling system by sending an email support@busihubs.com, or by sending a message via our in-app customer service tool.
  • If Your usual residence is in the United Kingdom or the European Union, We are willing to enter into mediation (whether You are not satisfied with the outcome of our internal complaint handling system or otherwise). For these purposes, We are willing to engage CEDR or ICDR as mediators, but We and You may agree to use alternative mediators. We are not obliged to engage in mediation where: (a) You seek to re-mediate an issue in respect of which a mediator has previously held that You have not acted in good faith; or (b) You have made repeated unsuccessful mediation attempts.
• Disputes Between You and Busihubs
  • In the event of a dispute between You and Busihubs, the dispute will be resolved pursuant to Governing Law and Jurisdiction.
• Governing Law and Jurisdiction
  • If you are selling Products to Buyers in the United Kingdom: 
    • These Terms and any dispute or claim including non-contractual disputes or claims arising out of or in connection with it or their subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales.
    • You and Busihubs irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.
    • If you are selling Products to Buyers in Singapore, Malaysia, Thailand, Philippines, or Vietnam: 
    • These Terms, their subject matter and their formation, are governed by the laws of Singapore. Any dispute arising out of or in connection with these Terms, including any question regarding existence, validity or termination of these Terms, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of three (3) arbitrators. The language of the arbitration shall be English.
• Trade Compliance
  • The Merchant represents,warrants and undertakes that it is aware of and it shall comply with all Applicable Laws, rules and instructions of applicable competent authorities relating to trade compliance matters, including export, export control, import, customs and trade law, including but not limited to in Busihubs’s, the customer’s or the Merchant’s jurisdiction, and other countries in which the Products are dispatched from and delivered to. Any violation of Applicable Laws is prohibited.  
  • If Busihubs is required by competent authorities to conduct any verification in respect of trade compliance matters, the Merchant, upon reasonable prior request by the authorities and/or Busihubs, shall promptly provide the authorities and/or Busihubs with all requested information and documentation in writing for the purpose of compliance with any such laws or regulations.
• Additional Jurisdiction-Specific Terms[K1]
  • The following terms apply in addition if Your usual residence is in the relevant jurisdiction. Where applicable, Additional Jurisdiction-Specific Terms prevail to the extent of any inconsistency with the rest of these Terms. 

Southeast Asia (Singapore, Indonesia, Vietnam, Thailand, Malaysia and the Philippines)

Busihubs Provider

• You acknowledge that the relevant entity providing the Platform is Busihubs and references to Busihubs/Us/We/Our shall be construed accordingly. Busihubs enters into these Terms and performs all acts and obligations from Singapore.

Registration

• If You are a Merchant in Singapore, Indonesia, Vietnam, Thailand, Malaysia or the Philippines, You may be an individual resident in Singapore, Indonesia, Vietnam, Thailand, Malaysia or the Philippines, or a corporate entity registered in Singapore, Indonesia, Vietnam, Thailand, Malaysia or the Philippines respectively. You must pass Our verification process before You will be authorised to act as a Merchant on Busihubs.
  • At all times, You represent that: 
    • You are, and will remain, a business duly organised, registered, validly existing and in good standing under the laws of the country in which the business is registered, and You have full power, capacity, and authority to enter into and perform Your obligations as a Merchant; and 
    • You will obtain and maintain all necessary licences, permits and approvals required to discharge Your obligations as a Merchant.   
  • For Indonesia: 
  • If You are a Merchant in Indonesia, You may be an individual resident in Indonesia or a corporate entity registered in Indonesia. If You are an individual, You must be 18 years or older and pass Our verification process before You will be authorised to act as a Merchant on Busihubs. 
    • If you are between 18 to 21 years of age, are not married or are under guardianship, You may become Merchant only with the consent of a parent or a legal guardian. Further, by agreeing to these Terms, You represent and warrant that You have obtained consent from your parent(s) or legal guardian(s) unless you indicate otherwise. By consenting, Your parent(s) or legal guardian(s) are agreeing to take responsibility for: 
      • all Your actions in connection with Your use of Merchant functionality via Busihubs; 
      • any fees or charges associated with Your use of Merchant Account and Merchant functionality; 
      • Your compliance with these Terms; and 
      • ensuring that Your use of Merchant Account and Merchant functionality will not, in any event, result in any violation of Applicable Laws and regulations relating to child protections. 
  • If you are between 18 to 21 years of age and You are not married, and You do not have consent from your parent(s) or legal guardian(s) and your parent(s), You must cease acting as a Merchant.
• How do You procure logistics for Your Products?
• For Singapore, Indonesia, Vietnam, Malaysia and the Philippines: You may choose to use logistics services provided by Busihubs or Busihubs Affiliates (“Ship by Busihubs”) or render the logistics services through an engagement of a service provider (“Ship by Merchant”).
  • If you choose Ship by Busihubs, You agree and confirm that You must comply with the Busihubs Logistics Terms. If the Busihubs Logistics Terms are terminated, You will no longer be allowed to choose Ship by Busihubs services.  Termination of Your Account will terminate any Busihubs Logistics Terms with immediate effect.

For Thailand: 

• You may choose to procure logistics services of logistics service providers through the Seller Center (“Busihubs Seller Solutions”) or use the logistics services through your engagement of a logistics service provider approved by Busihubs (“Ship by Merchant”).
  • If you choose Busihubs Seller Solutions, You agree and confirm that You must comply with the Busihubs Seller Solutions Terms. If the Busihubs Seller Solutions Terms between You and Busihubs are terminated, You will no longer be allowed to choose Busihubs Seller Solutions services.  Termination of Your Account will terminate any Busihubs Seller Solutions Terms between You and Busihubs with immediate effect.
    • For Indonesia, Vietnam, Thailand, Malaysia and the Philippines: 
      • If you choose Ship by Merchant, You are responsible for engaging a logistic service provider on your own (not through the Seller Center) to ship of Products to Buyers. When shipping Products to Buyers You must follow the steps below:
      • You may only use approved logistics service providers to ship Products to Buyers. A list of approved logistics service providers is available in the Seller Center. For the avoidance of doubt, We will have no commercial relationship with the logistics service providers You choose to ship Your Products with. You must ensure that all delivery costs and payments due to the logistics service providers are paid to ensure that You can fulfil the Orders of Your Products in accordance with these Terms and relevant Busihubs policies or guidelines. We are not responsible for collecting or processing any payments that you owe to the logistic service providers, or providing any instructions to any parties to process such payments. 
      • You must comply with the requirements set out relevant policies
      • When you ship a Product, You must submit tracking information to us via the Seller Center “Tracking Content”. We will then share this Tracking Content with our logistics tracking service provider (“Tracking Provider”) to track the Order. 
      • You represent and warrant that: (i) You either are the sole and exclusive owner of the Tracking Content or have all rights, licenses, consents and releases necessary for use of the Tracking Content by Us and Our Tracking Provider; and (ii) neither the Tracking Content, the provision of any other tracking information to Us, Our  submission, uploading, publishing or otherwise making available of such Tracking Content, nor Our Tracking Provider’s use of such Tracking Content will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any Applicable Law or regulation.
    • You further agree that:
  • You will not share or transmit any material or content that (i) is unlawful, offensive, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another‘s privacy, hateful racially, ethnically or otherwise objectionable; (ii) You do not have a right to transmit under any law or under contractual or fiduciary relationships; (iii) poses or creates a privacy or security risk to any person; (iv) infringes any intellectual property or other proprietary rights of any party; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) contains malicious content, software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or (vii) is illegal, or intend to promote or commit an illegal act of any kind; or (viii) in Our, or Our Tracking Provider’s opinion, is objectionable or which restricts or inhibits any other person from using or enjoying our Tracking Provider’s services, or which may expose Us, Our Tracking Provider, or other parties to any harm or liability of any type, or disrepute;
  • You will not impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with a person or entity;
  • We, and Our Tracking Provider, are under no obligation to store, retain, publish or make available any Tracking Content and that You shall be responsible for creating backups of any such Tracking Content if necessary; and
  • Under no circumstances shall We, or Our Tracking Provider be liable in any way for any Tracking Content, including, but not limited to, any errors or omissions in any Tracking Content, or any loss or damage of any kind incurred in connection with the use of or exposure to such Tracking Content made available via Our Tracking Provider’s website or platform. 
• Receiving payments for purchases on the Busihubs
  • Notwithstanding the remaining Terms (including without limitation What is the Busihubs platform and Fees, and any other terms as set out in the documents referred in these Terms, You acknowledge that We are not Your collection agent, and We do not provide any payment services to you, including without limitation processing any payments or refunds to or for You, accepting or processing payment from or to Buyers, transferring payments to or from You or on behalf of you, or providing any merchant acquiring, money transfer or other payment processing services (“Payment Services”) to You, the Buyers, the Creators or any other parties, under any circumstances. The Payment Services will be provided to You by:
  • (where You are a Merchant in Indonesia, Vietnam, Thailand, Malaysia or the Philippines) Our affiliate, PIPO (HK) Limited (“PIPO HK”)in its own capacity, or through its appropriately licensed affiliates or partners engaged by it; and 
  •  (where You are a Merchant in Singapore ) Our affiliate, PIPO (SG) Pte. Ltd. (“PIPO SG”), a Major Payment Institution licensed under the Payment Services Act 2019, in its own capacity, or through its appropriately licensed affiliates or partners engaged by it. For the avoidance of doubt, where You are a Merchant in Singapore, You agree and acknowledge that PIPO HK does not provide nor offer to provide You any Payment Services, and We do not offer You any services provided by PIPO HK, whether on PIPO HK’s behalf or otherwise.
  •  (where you are a Merchant in UK or European Union), Stripe.
  • “Third Party PSP” shall hereinafter refer to PIPO HK, PIPO SG and/or Stripe, as applicable or as the context so requires.
  • As a condition to using the Busihubs, You will be subject to a merchant payment service agreement (“Merchant Payment Service Agreement”) with the relevant Third Party PSP, which will stipulate the terms and conditions of the Payment Services that the relevant Third Party PSP may agree to provide to You. (The Merchant Payment Service Agreement applicable to Payment Services provided by PIPO HK is: Merchant Payment Service Agreement (SEA). The Merchant Payment Service Agreement applicable to Payment Services provided by PIPO SG is: Merchant Payment Service Agreement (SG).) By agreeing to these Terms, You agree to be bound by the Merchant Payment Service Agreement with the relevant Third Party PSP. If You do not enter into the Merchant Payment Service Agreement with the relevant Third Party PSP, We will not be able to provide the Busihubs to You, because the relevant Third Party PSP will not be in a position to provide any Payment Services to You, which means that You will not receive payments for Your Products sold on the Busihubs. 
  • For the avoidance of doubt, You acknowledge and agree that while We may provide instructions on Your behalf to the relevant Third Party PSP to facilitate or support the Payment Services that the relevant Third Party PSP provides to You, any Payment Services that the relevant Third Party PSP provides to You will be provided by the relevant Third Party PSP in its own capacity (including through its appropriately licensed affiliates or partners), and We are not acting as an agent or delegate of any Third Party PSP with respect to such Payment Services. We will not be liable to You for any losses suffered as a result of any breach or default by any Third Party PSP under the Merchant Payment Service Agreement, or any other agreement that You enter into with any Third Party PSP with respect to the Payment Services or otherwise.
• Payment instructions
  • You acknowledge that as the Busihubs provider, We will have information on transactions (including orders, conclusion of sales, payments and refunds to be made between Buyer and You). As such, it will be more efficient and expedient for Us to provide instructions to the relevant Third Party PSP on Your behalf, to facilitate and support the Payment Services that the relevant Third Party PSP provides to You.
    • In this regard, You appoint us, Busihubs, and you may appoint an attorney, and acknowledge and agree for, and authorise, Us to provide information and instructions to the relevant Third Party PSP on Your behalf, so that the relevant Third Party PSP (including through its other appropriately licensed affiliates or partners) may carry out the Payment Services for You. Without limitation, You authorise Us to notify the relevant Third Party PSP of the following events:
      • whether there are any refund requests, return requests or disputes raised by the Buyer within 14 days from the date the order status on Busihubs is changed to “delivered”, the conclusion of any settlement agreement between Buyer and You as a result of refund requests, return requests or disputes raised, and how monies will be processed in accordance with such settlement agreement;
      • any order, ruling, award or judgement from a competent court, arbitration tribunal or authority which directs the release of monies;
      • amounts to be deducted from payments from the Buyer which are due to Us or any other affiliates or parties, including any platform fees and logistic service fees that are due to Us, and any Creator Commissions (defined below) that are due to the Creators pursuant to the arrangement between You and the Creator; 
      • amount to be deducted from payments to be made to you for the payments of Creator Commissions, if a Buyer successfully obtains a refund after 14 calendar days from the change in order status “delivered”;
      • any other information in relation to the transactions between Buyer and You, including sale, refund or cancellation, as determined by Us or otherwise in accordance with the terms as set out in these Terms, the Busihubs Policies or any other terms as agreed between You and Us.
• Deduction of payments for Creators and Us
  • You acknowledge that a portion of the payments from the Buyers will be deducted and paid to the Creators, as fees payable by You to the Creators (“Creator Commissions”) as agreed by You and the applicable Creator. The relevant Third Party PSP will provide Payment Services to the Creators to enable Creators to view the amounts of Creator Commissions (after deduction of relevant fees/charges, if any) held by the relevant Third Party PSP on behalf of the Creators and initiate withdrawal and transfer of the Creator Commissions from the relevant Third Party PSP to the Creators (and such other parties as authorized by the Creators, if any), in accordance with the terms of the Creator Payment Service Agreement agreed between the relevant Third Party PSP and the Creator. 
  • You further acknowledge that a portion of the payments from the Buyers will be deducted and paid to Us as Fees for the use of the Busihubs platform or any other fees due to Us . 
    • You acknowledge and agree that as the Affiliate Feature and the Busihubs provider, We may, as the case may be, provide all information relating to the arrangements between You and the Creators, the transactions between You and the Buyer and any authorities granted to us, to enable the relevant Third Party PSP to provide the Payment Services to the Creators, including without limitation:
    • amounts to be deducted from payments from the Buyer which are due to Us or any other affiliates or parties, including any platform fees and logistic service fees that are due to Us, and any Creator Commissions that are due to the Creators pursuant to the arrangement between You and the Creator via Affiliate Feature;
    • whether there are any refund requests, return requests or disputes raised by the Buyer within 14 days from the date the order status on Busihubs is changed to “delivered”, the conclusion of any settlement agreement between Buyer and You as a result of refund requests, return requests or disputes raised, and how monies will be processed in accordance with such settlement agreement;
    • any order, ruling, award or judgement from a competent court, arbitration tribunal or authority which directs the release or monies;
    • amount to be deducted from payments to be made to you for the payments of Creator Commissions, if a Buyer successfully obtains a refund after 14 calendar days from the change in order status “delivered”; and
    • any other information in relation to the transactions between Buyer and You, including sale, refund or cancellation, as determined by Us or otherwise in accordance with the terms as set out in this Agreement, the Busihubs Policies or any other terms as agreed between You and Us.
  • For the avoidance of doubt, You acknowledge and agree that while We may provide instructions on the Creator’s behalf to the relevant Third Party PSP to facilitate or support the Payment Services that the relevant Third Party PSP provides to the Creator, any Payment Services that the relevant Third Party PSP provides to the Creator will be provided by the relevant Third Party PSP in its own capacity (including through its appropriately licensed affiliates or partners), and We are not acting as an agent or delegate of any Third Party PSP with respect to such Payment Services.
• Language
  • These Terms have been prepared in the English language and other languages. In the event of any inconsistency or different interpretation between the English text and the non-English text, the English text shall prevail and the relevant non-English text shall be deemed to be automatically amended to conform with and to make the relevant non-English text consistent with the relevant English text. Each of Busihubs and the Merchant acknowledges that it has read these Terms and understands the content and that these Terms have been entered into freely and without duress. 
• Waiver
  • Busihubs and You expressly agree to waive and set aside our respective rights and obligations under any Applicable Law in the event of any termination of these Terms to the extent that such law requires any judicial pronouncement for the termination of these Terms.
• Commercial Data Use Authorisation
  • Busihubs and You expressly agree to waive and set aside our respective rights and obligations under any applicable law in the event of any termination of these Terms to the extent that such law requires any judicial pronouncement for the termination of these Terms.
    • By using Busihubs, You acknowledge and consent the collection, use, processing, display and transfer of commercial data as described in this paragraph. Busihubs and Busihubs Affiliates hold certain commercial data of Merchants, including Your shop content (including, without limitation, any text, photographs, videos, sound recordings and the musical works embodied therein), non-personal data or information, and products displayed in it which are generated through or derived from Merchants’ use of Busihubs platform (and not only those which are provided by the Merchants to Us) for the purpose of providing Busihubs related service to you (“Commercial Data”). You authorise Busihubs and Busihubs Affiliates to:
      • host, reproduce, display, stream (including live streaming), distribute, modify, run, copy, publicly perform, make available, publish, translate, and make derivative works of the Commercial Data; and
      • use Commercial Data to market and promote Busihubs platform both on and off platform and to improve Busihubs platform and other features, services and platform related to it (such as the various ranking list display on Busihubs, Seller Center or creator platform to provide pleasant user experience).
  • Further you authorise other users of the Platform or third parties to view, access, download, reproduce, make derivative works of, publish and/or transmit the Commercial Data, in any form or medium on Busihubs and the Platform and to use the same to (a) market and promote the Busihubs both on and off the Platform; and (b) improve the Busihubs, the Platform and Our other products and service, including to support their user experience improvements. 
  • This authorisation by You to Busihubs does not impact rights in and to Your Commercial Data in any way. 
• II. Thailand
  • If you are registered for VAT in Thailand, You shall provide Us with your valid VAT ID and ensure that the VAT ID can be verified against the official database of Thai Revenue Department. The format of VAT ID should be a 13-digit number. Please be aware that if Busihubs cannot obtain or do not receive your valid VAT ID, we shall treat you as non-VAT registrant.
  • You shall be responsible for the issuance of tax invoices (if any) to the Buyers.
  • You and/or the Creator, rather than Busihubs shall be responsible for collecting, withholding or reporting any taxes arising from the payment from You in connection with provision of Services from Creator.
  • III. Vietnam
  • If you are a tax registered organisation in Vietnam, please provide your Tax Code to Busihubs and once your Tax Code has been verified, the fees that Busihubs charges will be net of both Value-Added Tax (“VAT”) and Corporate Income Tax (“CIT”) in Vietnam (together “VN Taxes”).
  • If you are not a tax registered organisation in Vietnam or your Tax Code provided is not valid, the fees that Busihubs charges will be the same amount as the fees inclusive of VN Taxes. 
  • You shall be responsible for the issuance of tax invoices (if applicable) to the Buyers.
  • You and/or the Creator, rather than Busihubs shall be responsible for collecting, withholding or reporting any taxes arising from the payment from You in connection with provision of Services from Creator.
  • IV. The Philippines 
  • You shall be responsible for the issuance of tax invoices (if applicable) to the Buyers.
  • You and/or the Creator, rather than Busihubs shall be responsible for collecting, withholding or reporting any taxes arising from the payment from You in connection with provision of Services from Creator.
  • You shall be responsible for all tax liability in relation to the[K2]  Fees and shall indemnify Busihubs for such tax liability.

United Kingdom or European Union

• Busihubs Provider

You acknowledge that the relevant entity providing the Platform is Busihubs, which is registered in England with its registered office at Fulford House Newbold Terrace
Leamington Spa
Warwickshire CV32 4EA (registered company number:
11063838

•  and references to Busihubs/Us/We/Our shall be construed accordingly.
• How do logistics work?
  • You are responsible for the shipment of Products to Buyers. When shipping Products to Buyers You must follow the steps below:
    • You may only use approved logistics partners to ship Products to Buyers. A list of approved logistics partners is available in the Seller Center. For the avoidance of doubt, We will have no commercial relationship with the logistics partner You choose to ship Your Products. You are solely responsible for all delivery costs and payments due to the logistics partner.
    • You must comply with the requirements set out in our policies, including requirements on packing and labelling Products.
    • When you ship a Product, You must submit tracking information to us via the Seller Center “Tracking Content”. We will then share this Tracking Content with our logistics tracking partner to track the Order. 
    • You represent,warrant and undertake that: (i) You either are the sole and exclusive owner of the Tracking Content or have all rights, licenses, consents and releases necessary for use of the Tracking Content by Us and our tracking logistics partner; and (ii) neither the Tracking Content, the provision of any other tracking information to Us, Our  submission, uploading, publishing or otherwise making available of such Tracking Content, nor our logistics tracking partner’s use of such Tracking Content will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any Applicable Law or regulation.
    • You further agree that:
      • You will not share or transmit any material or content that (i) is unlawful, offensive, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another‘s privacy, hateful racially, ethnically or otherwise objectionable; (ii) You do not have a right to transmit under any law or under contractual or fiduciary relationships; (iii) poses or creates a privacy or security risk to any person; (iv) infringes any intellectual property or other proprietary rights of any party; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) contains malicious content, software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or (vii) is illegal, or intend to promote or commit an illegal act of any kind; or (vii) in Our, or Our logistics tracking partner’s opinion, is objectionable or which restricts or inhibits any other person from using or enjoying our logistic tracking partner’s services, or which may expose Us, our logistics tracking partner, or other parties to any harm or liability of any type, or disrepute;
      • You will not impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with a person or entity;
      • Under no circumstances shall We be liable in any way for any Tracking Content, including, but not limited to, any errors or omissions in any Tracking Content, or any loss or damage of any kind incurred in connection with the use of or exposure to such Tracking Content. 
• Receiving payments for purchases on the Busihubs platform
  • Notwithstanding the remaining Terms (including without limitation What is the Busihubs[K3]  platform and Fees, and any other terms as set out in the documents referred in these Terms, You acknowledge that We do not provide any payment services to you, including without limitation processing any payments or refunds for You, accepting or processing payment from or to Buyers, transferring payments to or from You, or providing any merchant acquisition or other payment processing services (“Payment Services”) to You, the Buyers, the Creators or any other parties, under any circumstances.
  • You expressly authorise Us to pass instructions to the third party responsible for payments and to share such information with them regarding payments for Your Products as necessary to facilitate or support the Payment Services that is provided to You, including without limitation:
    • whether there are any refund requests, return requests or disputes raised by the Buyer within 14 days from the date the order status on Busihubs is changed to “delivered”, the conclusion of any settlement agreement between Buyer and You as a result of refund requests, return requests or disputes raised, and how monies will be processed in accordance with such settlement agreement;
    • any order, ruling, award or judgement from a competent court, arbitration tribunal or authority which directs the release or monies;
    • amounts to be deducted from payments from the Buyer which are due to Us or any other affiliates or parties, including any platform fees and logistic service fees that are due to Us, and any Creator Commissions (defined below) that are due to the Creators pursuant to the arrangement between You and the Creator; 
    • amount to be deducted from payments to be made to you for the payments of Creator Commissions, if a Buyer successfully obtains a refund after 14 calendar days from the change in order status “delivered”;
    • any other information in relation to the transactions between Buyer and You, including sale, refund or cancellation, as determined by Us or otherwise in accordance with these Terms as set out in this Agreement, Busihubs Policies or any other terms as agreed between You and Us.
  • You acknowledge and agree the payment third party may decline to create a Connected Account or may limit the functionality associated with Your Connected Account until you have provided Us with sufficient information.
  • Our Fees will be deducted directly from the funds transferred to you through the Connected Account
  • You must use the Connect Account at all times in accordance with the third party Connected Agreement.
  • If You do not enter into the third party payment Agreement, We will not be able to provide the Busihubs platform to You, because We will not be in a position to provide any Payment Services to You, which means that You will not receive payments for Your Products sold on the Busihubs platform.  
• No Payment Services to Creators
  • You acknowledge that a portion of the payments from the Buyers will be deducted and paid to the Creators, as fees payable by You to the Creators (“Creator Commissions”) as agreed by You and the applicable Creator. Stripe will provide Payment Services to the Creators to enable Creators to access the Creator Commissions, in accordance with the terms of the Stripe Services Agreement agreed between Stripe and the Creator.
  • You acknowledge and agree that as the Affiliate Feature and the Busihubs provider, We may provide all information relating to the arrangements between You and the Creators, the transactions between You and the Buyer and any authorities granted to us, to enable Stripe to provide the Payment Services to the Creators, including without limitation:
    • the portion of payments from Buyers which are payable to the Creators as agreed between You and the Creators via Affiliate Feature;
    • any matters relating to the transactions between You and the Buyer, including those as set out above.
  • For the avoidance of doubt, You acknowledge and agree that while We may provide instructions on the Creator’s behalf to our third party to facilitate or support the Payment Services provided to the Creator, any Payment Services is provided to the Creator will be provided by the third party in its own capacity.
• Increase in Fees
  • We will give you no less than 30 days’ notice of any increase to the Fees. If You do not agree to the increase notified to You, You are entitled to terminate Your contractual relationship with Us at any time during the notice period of the increase subject to Clause 25. If you list any new Products during the notice period, you will be deemed to have waived your right to terminate under this policy Your continued use of Busihubs after the effective date of any change to the Fees will constitute Your acceptance of that change.

China [K4] 

• If You are a Merchant based in China (including Hong Kong), and use the Busihubs to sell Products to Buyers in Singapore, Malaysia, Thailand, in the United Kingdom, Philippines, and Vietnam, the following provisions apply: 
• Busihubs Provider
  • If you are selling Products to Users in the United Kingdom: 
  • You acknowledge that the relevant entity providing the Platform is Busihubs, which is registered in England with its registered office at _________________________ (registered company number[K5] : ______________), and references to Busihubs/Us/We/Our shall be construed accordingly.
  • If you are selling Products to Buyers in Singapore, Malaysia, Thailand, Philippines, or Vietnam[K6] : 
• Registration
  • Merchants based in China are not required to have a Platform Account to register[K7]  as a Merchant on Busihubs. Merchants based in China will instead create a specific Busihubs Cross Border Merchants Account (“XBorder Account”). For more details on the registration process for Merchants based in China, please see the Busihubs Cross-Border Seller Registration Guidelines. Note that XBorder Accounts will not have access to the Platform, but will have access to Seller Center and other ancillary functionality necessary to sell Products to Buyers in Malaysia, Thailand, the United Kingdom, Philippines, or Vietnam. Note that, for Merchants based in China, references to “Account” throughout these Terms, should be understood as references to the XBorder Account.
• Power of Attorney 
  • If you are selling Products to Users in the United Kingdom: 
  • You acknowledge that as the Busihubs provider, We will have information on transactions (including orders, conclusion of sales, payments and refunds to be made between Buyer and You). As such, it will be more efficient and expedient for Us to provide instructions to PIPO on Your behalf, to facilitate and support the Payment Services that PIPO provides to You.
  • In this regard, You appoint us and authorise Us to provide information and instructions to PIPO on Your behalf, so that PIPO may carry out the Payment Services for You. Without limitation, You authorise Us to notify PIPO of the following events:
    • whether there are any refund requests, return requests or disputes raised by the Buyer within 14 days from the date the order status on Busihubs is changed to “delivered”, the conclusion of any settlement agreement between Buyer and You as a result of refund requests, return requests or disputes raised, and how monies will be processed in accordance with such settlement agreement;
    • any order, ruling, award or judgement from a competent court, arbitration tribunal or authority which directs the release or monies;
    • amount to be deducted from payments to be made to you for the payments of Creator Commissions, if a Buyer successfully obtains a refund after 14 calendar days from the change in order status “delivered”; and
    • any other information in relation to the transactions between Buyer and You, including sale, refund or cancellation, as determined by Us or otherwise in accordance with the terms as set out in this Agreement, the Busihubs Policies or any other terms as agreed between You and Us.
• Payment Services 
  • If you are selling Products to Buyers in Malaysia, Thailand, Philippines, or Vietnam: 
  • You acknowledge that as the Busihubs provider, We will have information on transactions (including orders, conclusion of sales, payments and refunds to be made between Buyer and You). As such, it will be more efficient and expedient for Us to provide instructions to Third Party PSP on Your behalf, to facilitate and support the Payment Services that Third Party PSP provides to You.
  • In this regard, You acknowledge and agree for us to provide information and instructions to Third Party PSP on Your behalf, so that Third Party PSP (including through its other Affiliates or Partners) may carry out the Payment Services for You. Without limitation, You authorise Us to notify Third Party PSP of the following events:
    • whether there are any refund requests, return requests or disputes raised by the Buyer within 14 days from the date the order status on Busihubs is changed to “delivered”, the conclusion of any settlement agreement between Buyer and You as a result of refund requests, return requests or disputes raised, and how monies will be processed in accordance with such settlement agreement;
    • any order, ruling, award or judgement from a competent court, arbitration tribunal or authority which directs the release or monies;
    • amounts to be deducted from payments from the Buyer which are due to Us or any other affiliates or parties, including any platform fees and logistic service fees that are due to Us, and any Creator Commissions (defined below) that are due to the Creators pursuant to the arrangement between You and the Creator;
    • amount to be deducted from payments to be made to you for the payments of Creator Commissions, if a Buyer successfully obtains a refund after 14 calendar days from the change in order status “delivered”; and
    • any other information in relation to the transactions between Buyer and You, including sale, refund or cancellation, as determined by Us or otherwise in accordance with the terms as set out in this Agreement, the Busihubs Policies or any other terms as agreed between You and Us.
• Deduction of payments for Creators and Us
  • You acknowledge that a portion of the payments from the Buyers will be deducted and paid to the Creators, as fees payable by You to the Creators (“Creator Commissions”) as agreed by You and the applicable Creator. You further acknowledge that a portion of the payments from the Buyers will be deducted and paid to Us as Fees for the use of the Busihubs. 
  • Payment Services are provided to Creators and Us by a third party payment (“Third Party Payment Gateway”). The Third Party Payment Gateway will enable Creators to access the Creator Commissions, in accordance with the terms of the agreement entered into between Third Party Payment Gateway and the Creator and will deduct and settle Fees to us, including any platform fees and logistic service fees.
  • You acknowledge and agree that as the Affiliate Feature and the Busihubs provider, We may provide all information relating to the arrangements between You and the Creators, the transactions between You and the Buyer and any authorities granted to us, to enable the Third Party Payment Gateway to provide the Payment Services to the Creators and to settle Fees to Us, including without limitation:
    • amounts to be deducted from payments from the Buyer which are due to Us or any other affiliates or parties, including any platform fees and logistic service fees that are due to Us, and any Creator Commissions that are due to the Creators pursuant to the arrangement between You and the Creator via Affiliate Feature;
    • whether there are any refund requests, return requests or disputes raised by the Buyer within 14 days from the date the order status on Busihubs is changed to “delivered”, the conclusion of any settlement agreement between Buyer and You as a result of refund requests, return requests or disputes raised, and how monies will be processed in accordance with such settlement agreement;
    • any order, ruling, award or judgement from a competent court, arbitration tribunal or authority which directs the release or monies;
    • amount to be deducted from payments to be made to you for the payments of Creator Commissions, if a Buyer successfully obtains a refund after 14 calendar days from the change in order status “delivered”; and
    • any other information in relation to the transactions between Buyer and You, including sale, refund or cancellation, as determined by Us or otherwise in accordance with the terms as set out in this Agreement, the Busihubs Policies or any other terms as agreed between You and Us.
  • For the avoidance of doubt, You acknowledge and agree that while We may provide instructions on the Creator’s behalf to the Third Party Payment Gateway to facilitate or support the Payment Services that Third Party Payment Gateway provides to the Creator, any Payment Services that the Third Party Payment Gateway provides to the Creator will be provided by Third Party Payment Gateway in its own capacity.

Schedule 1

• Busihubs’s Role
• Nothing hereunder shall be construed as Busihubs being a party to the agreement between You and Buyer for the sale and purchase of the Product. The provision of the Logistics Services is provided by the Seller. You shall be deemed, expressly or by implication, as a representation, warranty or endorsement by Busihubs of the quality, legality, or compliance of the Product sold by You. You shall be solely responsible for the Product You sell to Buyer.
• Prohibited Items
  • We will not handle or deliver Prohibited Items. You must comply with all laws, regulations and rules applicable to the handling, transit and delivery of the Products through to their final destination. You represent that You will not deliver or cause Busihubs or its delegates or subcontractors to deal with or handle goods that are prohibited in our Guidelines or goods that are otherwise restricted without proper approvals in accordance therewith, or goods prohibited under Applicable Law for shipment (“Prohibited Items”).
  • We have the right to dispose of Prohibited Items. If a Prohibited Item comes into the possession of Busihubs or its delegates or subcontractors, Busihubs has the option to (as its discretion): (i) request You to pick up such Prohibited Items or return it to you at Your cost and expense, or (ii) destroy, or otherwise dispose such Prohibited Items at Busihubs’s sole discretion at Your cost and expense without Busihubs, its delegates or subcontractors incurring any liability to You. You shall provide Busihubs, its delegates and subcontractors with all assistance and information and take all measures or actions requested in connection with the handling or disposal of such Products at Your own cost and expense. Without limiting the generality of the above, You remain responsible for paying the Fees for the order containing Prohibited Items and such Fees are non-refundable. 
  • Prohibited Items may be confiscated or otherwise disposed of by the relevant tax and customs authorities. You expressly acknowledge and agree that the Prohibited Items handed over by You to us may be confiscated or otherwise disposed of by the authorities during the course of shipment. You shall be solely liable for your losses or damages arising from such confiscation or disposal of your Prohibited Items. 
• Requirements of Products Shipment
  • Products shipped will be subject to certain requirements. Products may be subject to certain requirements and restrictions for shipment (e.g., weight, size), which, if applicable, we may notify you of (such as in the “Seller Center” or otherwise) from time to time. Such requirements and restrictions may vary depending on the destination of shipment, the route and/or manner of transportation, etc.
  • Some Products may need special handling or care. Certain Products may require special handling or care for transportation, such as frozen or fragile goods. You undertake to tender for transportation any Products which require special handling or care and providing all information required (e.g., nature of the Products, temperature range to be maintained). If the above requirements are not satisfied, Busihubs shall not be liable for any loss or damage of such Products.
  • No infringing Products are permitted. You represent, warrant and undertake that You shall not deliver or seek to deliver any Products which violate, misappropriate or infringe upon any third party’s intellectual property rights including but not limited to trademarks, trade secrets, confidentiality rights, copyrights, patents, commercial packaging, trade names or any other intellectual property or proprietary rights in any jurisdiction. For further information, please refer to the Busihubs Intellectual Property Policy.
  • You must have title to the Products. You represent that You have the legitimate ownership or legal possession of the Products delivered under these Logistics Terms.
  • You must accurately declare the value of the Products. You shall accurately declare the value of the Products shipped by you if value declaration is required. To the extent applicable, You shall also comply with all customs regulations applicable for the declaration of the Products. To the extent necessary and permitted by Applicable Law.
  • You shall provide accurate information and assistance. You shall provide accurate, authentic, complete and sufficient information and documentation to Busihubs in connection with the Products (including but not limited to weights and dimensions of parcels), Merchant and/or Buyer, and shall provide Busihubs with all assistance and cooperation, and take all measures and actions required by Busihubs, in connection with Busihubs’s performance of the Logistics Services hereunder, including importation, exportation, inspection, quarantine, customs, taxes, declaration of the Products.
  • You shall be solely responsible for packaging, packing, labelling and preparing the Products securely, properly and sufficiently and in accordance with any specific instructions provided by the logistics company. The packaging of the Products shall be good enough to ensure that the Products will not be damaged in transit. Busihubs shall not be liable for any losses or damage of the Products which are improperly or insufficiently packaged, packed, labelled or prepared, no matter how such loss or damage is caused. 
• Inspection of Products
  • You shall be liable for the content of the Product. Busihubs does not have the obligation to verify the content of the Product handed over by You for delivery, unless otherwise required by Applicable Law. The delivery documentation consists of only a receipt of the number of packages that were externally visible to carrier, and does not act as a receipt of the number of Products or items that are not readily and reasonably visible to carrier at the time of delivery to carrier.
  • We have the right but no obligation to open or inspect the Products. If it appears from visual inspection or technical inspection that the Product is in whole or in part not suitable for delivery or is otherwise in breach of these Logistics Terms, pursuant to these Logistics Terms or as required by Applicable Laws and regulations, We have the option, at our sole discretion to: (i) stop Logistics Services for such Product, (ii) return the Products to You at Your cost and expense, (iii) continue to deliver the Product as is, or (iv) dispose the Product without liability to You at your cost and expense. Busihubs’s right to inspect the Product does not release You from any of its obligations hereunder (including Your warranty that You shall not ship any Prohibited Items).
• Indemnification
  • You shall indemnify, defend and hold harmless Busihubs, Busihubs Affiliates, delegates, subcontractors, logistics service providers, and their respective employees, officers, managers, agents (“Busihubs Indemnitees”) against all harm, loss, claims, damages, costs, expenses, fines, penalties, levies, demands (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses)  and other liabilities suffered or incurred by Busihubs Indemnitees arising out of, resulting from or in connection with (a) Your breach of any representation, warranties, covenants, undertakings, agreement or obligations hereunder (including without limitation handover or attempt to ship Prohibited Items or Products that infringe any third party intellectual property rights, Your failure to accurately declare the value of the Products or any other relevant information, Your failure to provide accurate, complete, authentic information or take actions reasonably required by Busihubs under these Logistics Terms); (b) Your failure to comply with any and all Applicable Laws that apply to You, including but not limited to all applicable data protection legislation; (c) Your acts or omissions of fraud or fraudulent misrepresentation; (d) any personal injury or death caused by an act or omission by You; (e) any loss or damage suffered directly or indirectly by a Busihubs Indemnitee’s contractor or supplier (including but not limited to logistics and warehouse providers); (f) any allegation or claim of negligence or wilful misconduct arising from any act or omission by You; and (g) any tax demands or other charges or contributions relating to the our provision of the Logistic Services to You under these Logistics Terms.
• Limitation of Liabilities
  • Busihubs’s liability is limited. Under all circumstances and subject to the provisions of this Limitation of Liabilities, Busihubs and Busihubs Affiliates’s total aggregate liability that may arise, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise under these Logistics Terms is limited. Maximum liability and compensation is the sole responsibility of the Seller for each single case of loss or damage of the Product. For the avoidance of doubt, Busihubs shall not compensate You for the loss of or damage to the Product that is caused by the provision of the Logistics Services.
  • Busihubs and Busihubs Affiliates will not be responsible for any of the following liabilities that may arise in connection with the Merchant’s use of the Logistics Services, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, loss of profits, loss of revenues, business opportunities, loss of goodwill, loss of anticipated savings; indirect or consequential loss; or incidental, indirect, special or punitive damages. 
  • Nothing in these Logistics Terms shall limit or exclude any liability which cannot legally be limited.
  • Exemptions of liabilities. Busihubs and Busihubs Affiliates shall in no event be liable and shall be released from any liabilities for the delay in delivery, loss or damage of products, if such delay, loss or damage is caused by, arising from, in connection with or result from: (a) Wrongful act or negligence of Merchant; (b) Failure of merchant to comply with the provisions of these Logistics Terms or any instructions provided by Us in writing in advance to You; (c)Compliance with instructions of Merchant; (d)Defective, lack of or insufficiency of the packing or packaging of the Products; (e)Defects of the products and loss or damages arising therefrom or in connection therewith; (f)Inaccurate, false, insufficient, incomplete, wrong information of the products provided by Merchant; (g) Inaccurate, false, insufficient, incomplete, wrong information of Merchant or Buyer; (h) Failure, suspension or interruption of the service of Busihubs or other systems supporting logistics services due to maintenance (planned or not) or due to failure of internet, equipment, power, telecommunication service or cloud service; (i) Force majeure event; or (j) Any other event or reason not attributable to Busihubs or the performance of the Logistics Services (including any delay, loss or damage to the Product(s) caused by Merchants, or due to events beyond the reasonable control of Busihubs).
  • Busihubs’s Disclaimer. To the maximum extent permitted by Applicable Law Busihubs hereby disclaims any and all representations, warranties or conditions, not expressly set out in these Logistics Terms.

Schedule 2

1. Personal Data Transfers
   1. For the purpose of this Schedule, “Approved Addendum” means the template addendum incorporating The Standard Contractual Clauses set out in the Annex of Commission Implementing Decision (EU) 2021/914 of 4 June 2021 as issued by the Information Commissioner’s Office (“ICO”) and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section ‎18.
2. Ex-EEA Transfers 

(Controller to Controller)

1. Where there is ex-EEA Transfer, the ex-EEA Transfer shall be governed by the standard contractual clauses approved by the European Commission in Commission Decision 2021/914 dated 4 June 2021, for transfers of personal data in countries not otherwise recognised as offering an adequate level of protection for personal data by the European Commission (as amended and updated from time to time (the “SCCs”) which are hereby incorporated into these Terms and executed by the parties with the following amendments (with references in this paragraph 2(a) to Clauses being to Clauses of the SCCs) with You as the ‘Data Importer’ and us as the ‘Data Exporter’):
   1. all footnotes and explanatory notes in the SCCs are deleted;
   1. as the ex-EEA Transfer is a controller to controller transfer, only the provisions relating to Module 1 apply to such ex-EEA Transfer, and the provisions relating only to Modules 2, 3 and 4 are deleted and shall not apply to such ex-EEA Transfer;
   1. shall be included and the references to it being “optional” in the Clauses shall be deleted;
   1. the “OPTION” in Clause 11(a) shall not apply and the wording in square brackets in that Clause shall be deleted;
   1. in respect of governing law, Irish law shall apply;
   1. in respect of choice of forum and jurisdiction, the relevant courts shall be the courts of Ireland.
   1. Annex I of the SCCs shall be completed with the information set out in Appendix I of this Schedule 2.
   1. Annex II of the SCCs shall be completed with the information set out in Appendix 2 of this Schedule 2.
2. Ex-UK Transfers
   1. Where there is an ex-UK Transfer and and such transfer is not governed by an adequacy decision made by the Secretary of State in accordance with the relevant provisions of the UK GDPR and the DPA, then these Terms shall incorporate the Approved Addendum and the provisions of the SCCs as annexed to and amended by the Approved Addendum in the same way as set out in paragraph 2(a) or 2(b) (as applicable) for ex-EEA Transfers. 
3. Further provisions
   1. a.     If Our compliance with data protection legislation requirements relating to international transfers of personal data is affected by circumstances outside of Our control, including if the SCCs or any other legal instrument for international transfers of personal data is invalidated, amended or replaced, then We will work together in good faith to reasonably resolve such non-compliance.
   1. b.    Subject to paragraph 3.4, if You become aware that any law enforcement, regulatory, judicial or governmental authority (an “Authority”) wishes to obtain access to or a copy of some or all of the personal data, whether on a voluntary or a mandatory basis, then You shall: (i) immediately notify Us of such Authority’s request; (ii) if You are a Processor of the personal data, inform the Authority of this and that We have not authorised You to disclose that personal data to the Authority; (iii) inform the Authority that such requests should be made to Us (as the original controller) in writing; and (iv) not provide the Authority with such personal data unless and until authorised by Us. 
   1. c.     In the event You are legally prohibited from complying with paragraph 3.2, You shall use reasonable efforts to challenge such prohibition.  
   1. d.    If You make a disclosure of personal data to an Authority (whether with Our authorisation or due to a mandatory legal compulsion) You shall do so only to the extent legally required.
   1. e.      You shall not knowingly disclose personal data in a massive, disproportionate and indiscriminate manner that goes beyond what is necessary in a democratic society.  
   1. f.     If there is any conflict or ambiguity between these Terms and SCCs, the provisions contained in the SCCs shall have priority (but only to the extent and in respect of the transfer, and not in respect of any other processing activity).

Appendix 1

1. A.   LIST OF PARTIES 

Data exporter(s): Busihubs, which is registered in England with its registered office at[K8]  Fulford House Newbold Terrace
Leamington Spa
Warwickshire CV32 4EA (registered company number:
11063838

1. 1. Data importer(s): The Merchant entity entering into the Terms
2. B.    DESCRIPTION OF TRANSFER 
   1. Categories of data subjects whose personal data is transferred 
   1. Buyers and Merchants (as defined in the Terms) 
   1. Categories of personal data transferred 
   1. Information required to allow the Buyer to complete their purchase and arrange delivery of their products (name, email, address, payment details) 
   1. Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures. 
   1. None
   1. The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis). 
   1. Continual 
   1. Nature of the processing 
   1. Logistics and payment 
   1. Purpose(s) of the data transfer and further processing 
   1. To allow Buyers to purchase Products (as set out in the Terms) and to allow the Merchant to complete such purchase and arrange for the delivery of any Products to the Buyer and other ancillary purposes connected to the sale of Products on the app or website. 
   1. The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period 
   1. For the duration of the Terms
   1. For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing 
3. C.   COMPETENT SUPERVISORY AUTHORITY (applicable to controller to controller Ex-EEA Transfers only)
   1. Identify the competent supervisory authority/ies
   1. Ireland. 

Appendix 2

1. TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA[K9]
   1. These Minimum Security Measures may be changed from time to time by Us (acting reasonably) providing Merchant with a replacement. They are to be implemented by Merchant in relation to any personal data transferred under these Terms. Merchant will document, implement and maintain an information security program that meets the standards of best industry practice to protect such personal data, which will include:

1. I.    System Entry Control
   1. Establishing, maintaining, monitoring, and using appropriate technical, physical, administrative, and organisational safeguards consistent with the highest industry standards to secure against a Security Incident including, at a minimum:
   1. (a) Secure user authentication protocols and system access control;
   1. (b) Use of mature and appropriate physical security, current malware, antivirus, and security software that includes e-mail filtering and malware detection;
   1. (c) Use of proper network protection measures;
   1. (d) During idle times, company-issued equipment (e.g., company-issued laptops) are automatically locked;
   1. (e) Encourage use of complex passwords;
   1. (f)  Concept of least privilege, allowing only the necessary access for users to accomplish their job function. Access above requires appropriate authorisation;
   1. (g) IT access privileges are reviewed regularly by appropriate personnel;
   1. (h) Network monitoring services in place 24 x 7 x 365 to detect unauthorised activities;
   1. (i)  Vulnerability scanning and remediation in place;
   1. (j)  Penetration testing as appropriate;
   1. (k) Encryption protocols applied as necessary under various circumstances. 
   1. II.  Physical Access Controls
   1. Merchant shall take, among others, the appropriate security measures in order to establish the identity of the authorised persons and prevent unauthorised access to Merchant’s premises and facilities in which the data are processed.
   1. III.Data Access Control
   1. Merchant shall take technical and organisational measures in order to prevent unauthorised activities in the data processing systems outside the scope of any granted authorisations including, at a minimum:
   1. (a) User and administrator access to the network a role-based access rights model. Authorization model grants access rights to data only on a “need to know” basis;
   1. (b) Administration of user rights through system administrators;
   1. (c) Number of administrators is reduced to the absolute minimum;
   1. (d) Perform internal audits as required to assess high risk processes, technologies, and people;
   1. (e) Prohibit each employee from disclosing the personal data to any unauthorised third party or using the personal data in an unauthorised manner.
   1. (f)  Where encryption of data is used, proper key lifecycle management practices are in place.
2. IV.    Data Transfer Control
   1. Merchant shall take technical and organisational measures in order to ensure that personal data cannot be read, copied, altered, or removed by unauthorised persons under their electronic transmission or during their transport or recording on data carriers and to guarantee that it is possible to examine and establish where personal data are or have been transmitted by data transmission equipment including, at a minimum:
   1. (a) Remote access (including during remote maintenance or service procedures) to the IT systems are to be via VPN tunnels, where appropriate, or other secure, encrypted connections;
   1. (b) Encryption protocols applied as necessary under various circumstances; 
   1. (c) Data storage devices and paper documents are locked away when not in use (e.g., clean desk policy);
   1. (d) Appropriate destruction and disposal of documents;
   1. (e) Physical destruction processes in place to industry standards; 
   1. (f)  Secure communication session established via TLS or similar protocols across core applications/services;
   1. (g) Encrypted certificates utilised for authentication between core web client and core web server.
3. V.  Input Control
   1. Merchant shall take appropriate technical and organisational measures in order to ensure that it is subsequently possible to verify and establish via log files whether and by whom personal data have been entered into data processing systems, altered, or removed.
4. VI.    Framework Control 
   1. Merchant shall take technical and organisational measures in order to ensure that any personal data transferred under this DSA can only be Processed for the purposes specified in the DSA including, at a minimum:
   1. (a) Clear and binding internal policies contain formalised instructions for data processing procedures;
   1. (b) Clearly articulated contractual protections in place as appropriate in underlying contracts;
   1. (c) Regular staff training on the proper use of the computer security system, the security backup and disaster recovery procedures, and the importance of security to ensure compliance with contractual arrangements and maintain awareness regarding data protection requirements;
   1. (d) Secure destruction processes in place to industry standards;
   1. (e) Periodic access reviews that monitor employee access controls;
   1. (f)  Merchant’s corporate network is separated from its user services network by means of complex segregation devices.
5. VII.  Availability Control
   1. Merchant shall take technical and organisational measures in order to protect the data from accidental destruction or loss including, at a minimum:
   1. (a) Appliances for the monitoring of temperature and humidity in data centres;
   1. (b) Fire/smoke detectors and fire extinguishers or fire suppression system in data centres;
   1. (c) Use of mature and appropriate anti-virus software that includes e-mail filtering and malware detection;
   1. (d) Data recovery measures and emergency plan in place and regularly tested;
   1. (e) Implementation of mature and appropriate backup methods including physical separation of the backup data and storage of data stored in a redundant archive;
   1. (f)  Use a combination of full, differential, and cumulative backups to ensure data integrity and timely restoration for core data, as appropriate;
   1. (g) To ensure an uninterrupted supply of power to the system, redundant power supply units are built into the systems wherever possible;
   1. (h) Integrity of stored data regularly verified using checksums;
   1. (i)  Processes in place to move data traffic away from affected area to uncompromised area in case of failure;
   1. (j)  Preventative maintenance is performed to ensure continued operability of equipment.
   1. (k) Appropriate Denial of Service and Distributed Denial of Service technology in place to defend against network and systems based resource starvation attacks.

Schedule 3

Use of API

1          Definitions

1.1       API: the application programming interface, software development kits, specifications, sample code, data, metadata, technology, software and other associated information and materials as well as any updates thereto made available by Busihubs to you.

1.2       API Data: all data published or made available through the API.

1.3       API Key: the security key Busihubs makes available to You to access the API.

1.4       Application: any applications developed by or on behalf of You.

1.5       Authorised Users: any users authorised by Busihubs to access the API on behalf of You.

2          Licence

2.1       Busihubs grants You a non-exclusive, non-transferable, non-sublicensable, limited, revocable licence during the term of these Terms:

(a)   for Authorised Users to access the API solely for the purposes of developing, testing, maintaining and operating enterprise resource planning Applications for internal use in order to manage your activity as a merchant on Busihubs; and

(b)   to display the API Data received from the API within the Application.

2.2       Your sole means of accessing the API shall be via the API Key.

2.3       In relation to the scope of use set out in paragraph 2.1, you may not:

(a)   make, or allow through the Application, API calls in excess of any limits that we may impose from time to time;

(b)   remove any proprietary notices from the API or API Data;

(c)   use the Application, API or API Data in any manner or for any purpose that infringes, misappropriates, or otherwise infringes any Intellectual Property Right or other right of any person, or that violates any Applicable Law;

(d)   design or permit the Applications to disable, override, or otherwise interfere with any Busihubs-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;

(e)   attempt to cloak or conceal your identity or the identity of the Applications when requesting authorisation to use the API or making an API call; 

(f)   except to the extent expressly permitted under this paragraph 2, you shall not (and shall ensure each Authorised User does not) pass or allow access to the Application, API or API Data to any third party (other than in accordance with this Schedule 3); 

(g)   use the Application, the API and/or the API Data in connection with or for any illegal, unauthorised or otherwise improper purposes, or in any manner which would violate any right of any person, including intellectual property rights, or breach any laws or regulations, or in any manner that is misleading, defamatory, infringing, libellous, disparaging, obscene or otherwise objectionable to Busihubs;

(h)   use or combine the Application, the API and/or the API Data with software offered under an open source licence in such a way that would cause Busihubs to be subject to any obligations under any such open source licence;

(i)    collect or attempt to collect any personal data from Busihubs users for any unauthorised or unlawful purpose or build, help build, or supplement any profiles, databases, or similar records on any individual, device, content, or browser or associate the behaviour of any individual, device, content, or browser with any profile, databases, or similar record;

(j)    use the Application, the API and/or the API Data for fraudulent or otherwise unlawful or unauthorised purposes, including but not limited to the development or promotion of spyware, adware or other malicious codes or programs or to defame or harass any person;

(k)   introduce viruses, malware, malicious code or other content of a harmful or destructive nature through the Application or your access or use of the Busihubs platform, Busihubs Partner Center, the API and/or the API Data, including, but not limited to, failure to ensure adequate protection is installed on your devices and servers in accordance with industry practices;

(l)    use any robot, spider, site search or retrieval application, or other device to collect information about users of the Busihubs platform for any unauthorised purposes;

(m)  act in any way which could reasonably be expected to adversely impact the stability of Busihubs’s servers or the behaviour of other applications using the Busihubs platform;

(n)   interfere with or attempt to interfere with the proper working of the Busihubs platfrom, our websites or apps, disrupt our websites, apps or any networks connected to the Busihubs platform or to us, or bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Busihubs platform or our websites or apps;

(o)   remove, obscure, or alter any legal, copyright, trademark or other proprietary notices in relation to Busihubs, the API and/or the API Data, our websites or our apps, and abide by Busihubs’s requirements in relation to the use of any proprietary materials, or falsify or delete any author attributions, legal notices, or other labels of origins or source of material; 

(p)   use the Application, Busihubs, the API and/or the API Data, or allow third parties to use the same, to compete with or replicate any services provided by Busihubs;

(q)   use the Busihubs platform in a manner that (as determined by Busihubs), exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply with or is contradictory with any documentation, policies or these Terms; or

(r)   use the Application, Busihubs, the API and/or the API Data in any manner that is not expressly authorised under these Terms, or to recreate a core functionality of, or replace, any functionality of the Busihubs, or in any manner that causes any reputational damage to Busihubs.

2.4       Except as expressly stated in this paragraph 2 or as required by law, you have no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the API, or the Busihubs, in whole or in part (except to the extent that applicable law overrides this provision or any part hereof).

2.5       Without prejudice to your other rights and remedies under these Terms, should you use the API or API Data other than as specified in this paragraph 2 without the prior written consent of us, we may, in our sole discretion, terminate these Terms, or suspend your access to and use of the API and the API Data, on written notice with immediate effect.

4          Audit 

4.1       Busihubs or its representatives may physically or remotely monitor and audit your use of the API and the API Data to ensure you are complying with this Schedule 3.

4.2       You shall keep complete and accurate records to demonstrate your compliance with this Schedule 3.

5          Security

5.1         Busihubs will implement reasonable physical, electronic and operational safety measures for the Busihubs (“Security Measures”). 

5.2         You acknowledge and agree that:

(a)   notwithstanding the Security Measures taken by Busihubs, if a an independent software vendor obtains, uses or divulges data and information from your Account beyond the scope of the authority granted by you , it may damage your rights and interests. In such event, you may pursue legal liability against such independent software vendors. You agree to release Busihubs and Busihubs affliates from and hold Busihubs and Busihubs Affiliates harmless from any liabilities, losses or damages that may be incurred by you as a result;

(b)   no technical means can be used to eliminate security risks completely. Therefore, in order to reduce the impact of computer viruses, malicious codes, bugs, etc., you shall be solely responsible for taking adequate safety measures such as installing appropriate and up-to-date anti-virus software on your hardware; and

(c)   you shall be solely responsible for all activities on the Busihubs platform that occur in the name of or through the use of your Account regardless of whether the activities are authorised or undertaken by (i) you, (ii) such other users authorised by you, or (iii) any unauthorised persons. Further, you acknowledge and agree that such activities will be attributable to and binding on You.

6     Intellectual Property 6.1       You acknowledge that all intellectual property rights in the Busihubs platform, the API and the API Data belongs and shall belong to Busihubs (or its licensors) and you shall have no rights in or to the same other than the right to us

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 [K1]You will need this policy as you are dealing with international countries and I am not able to advice on the international law. This policy has been referenced throughout the document.

 [K2]Check the requirements for other countries

 [K3]Where I have made reference to third party in this section you will need to amend to include the name of the bank/company you will use for receiving payments from merchants.

 [K4]Check the requirements for China and Asia

 [K5]Complete company details and registration details

 [K6]Check requirements

 [K7]This whole section highlighted refers to payments and logistics for China and some Asian countries you will need to seek advice on this and update the section accordingly. Sorry I can’t help on this.

 [K8]complete

 [K9]This refers to your company’s technical controls and measures this will need to be amended/deleted/updated according to the measures in place for your company.