SELLER MEMBERSHIP AGREEMENT

SalikoMall.com is a division of Inter Group FZCO (“IG”), a company incorporated in the Jebel Ali Free Zone in Dubai, U.A.E.

SalikoMall.com wishes to establish itself as a market leader in B2B wholesale E-Commerce and introduces its new line of business through its online shopping venture called SalikoMall.com.

SalikoMall.com has set out to achieve this goal by attempting to attract a large traffic to its Website by offering appealing and affordable deals on a variety of products and services, by implementing interactive website features that will provide ease and practicality to online shopping, ensure that it is safe and secure to both visitors and customers and develop it as a one stop shop catering to all the needs of online customers.

SalikoMall.com intends to enter into this venture through three means, affordable and competitive product pricing, interactive features between visitors and the website and an innovative Ecommerce platform encompassing all aspects of a real life mall experience to the online customers.

In this Agreement, SalikoMall.com and the Vendor/Supplier are individually referred to as a “Party” and collectively as the “Parties”.

1 .TERMS & DEFINITIONS

In this Agreement the following expressions shall have the meaning ascribed hereunder:

“SalikoMall.com” - The registered online sales Platform created and operated by Inter Group FZCO to facilitate worldwide online shopping.

“The Principal” - SalikoMall.com and its Parent Company Inter Group FZCO and Sister Companies collectively referred to as The Principal.

“The Website” - SalikoMall.com and all pages on the Website.

T&C” - The Terms and Conditions of this Agreement and any Policy referred to herein, including RFQ, Quotation, PO, PI, DN and/or Purchase Price, and any Special Conditions.

"Special Conditions" - Any T&C imposing additional restrictions, obligations and/or conditions that are set out in RFQ, Quotation, PO, PI, DN and/or Purchase Price.

“The Agreement” - The Vendor/Supplier Membership Agreement.

“Membership” - Any Vendor/Supplier who paid the Membership Fee where applicable and is approved by SalikoMall.com to become a registered Member to post their Products and Services on SalikoMall.com. Membership Groups include: Bronze, Silver, Gold and Diamond (VIP).

The Sales Facility- An agreed portion of the Website of SalikoMall.com given to the Seller to sell their Products and/or Services.

 “The Buyer” - All the visitors of the Website and the purchaser(s) of the Product or the Service offered for sale through SalikoMall.com. A person, who is 18 years or above, or an entity, who is duly registered with SalikoMall.com and abides by its T&C.

“The Seller” - The Vendor(s)/Supplier(s), who is a person or an entity, approved by the Website to be a registered Member and offer their Products and Services on the Website.

“The Member” - The Seller who is registered under one of the Website’s four Membership Groups. 

“The Product- The item or items offered for sale by the Seller through SalikoMall.com.

The Service- The Service or Services offered for sale by the Seller through SalikoMall.com.

"Purchase Price" - The price to be paid by the Buyer to the Seller for the Product and/or the Service, as set out in the Quotation and the PI.

The Information System- All the information required to operate SalikoMall.com successfully including information about the Seller, the Product and the Service to be supplied in accordance with the T&C and the Agreement.

“The Support Service” - The authorized representative(s) of either SalikoMall.com or the Seller who shall be the single point of contact for all future transactions.

“RFQ” – The Request for Quotation to be submitted by the Buyer to the Seller via the Website or directly to the Seller to purchase the Product and/or the Service.

Quotation” - The Seller’s electronic confirmation that it will sell the Product and/or the Service to the Buyer in accordance with an RFQ from the Buyer.

“PO” - The Purchase Order is the commercial document issued by the Buyer to the Seller, indicating the Product, and/or the Service, quantities and the agreed price(s).

 “PI” - The Pro-Forma Invoice is a preliminary bill of sale sent by the Seller to the Buyer in advance of a shipment or delivery of goods.

“Delivery Note” - The document that accompanies the purchased Product shipment and lists details about the items delivered.

“Letter of Credit” (L/C) - A commercial L/C is a contractual agreement between a bank, known as the issuing bank, on behalf of one of its customers, authorizing another bank known as the advising or confirming bank, to make payment to the beneficiary.

“The Fine Prints” - The final and binding T&C which shall ultimately govern every transaction between the Buyer and SalikoMall.com. It shall appear alongside every Product and Service. The Seller is also bound by these T&C. The T&C of Fine Print shall over rule all other T&C between the Parties and Buyers.

2 RIGHTS & OBLIGATIONS OF THE SELLER

2.1 THE “SELLER” RIGHTS

2.1.1 To an agreed portion of the Sales Facility of SalikoMall.com through which they can offer their Product and Service to the Buyer of SalikoMall.com provided all the T&C are met.

2.1.2 To use SalikoMall.com Support Service for the purposes of photographing, drafting descriptive material and anything else required for proper display of the Product and the Service on the Website of SalikoMall.com in accordance to the payment terms that is mutually agreed between the Parties.

2.1.3 To use SalikoMall.com Support Service by using the contact information available on the Website’s Contact Us Page between the working Hours shown on the same Page to resolve any questions and/or concerns regarding the Sales Facility, the Product and/or the Service, or the T&C.

2.1.4 To discontinue using the services of SalikoMall.com by providing a written notice as per the Termination Clause below.

2.2 THE “SELLER” IS OBLIGED

2.2.1 To provide their own photographs and descriptive materials of the Product or the Service being offered for sale through their own Sales Facility on SalikoMall.com which shall have to be approved by SalikoMall.com.

2.2.2 To be fully acquainted with the T&C relating to the Sales Facility, including ordering, payment, shipment, delivery, notifications and returns, and agree to abide by them, prior to displaying the Product or the Service on the Website.

2.2.3 The Seller undertakes to: either enter their own digital photographs and descriptive text of the Product or the Service, or to agree to use SalikoMall.com Support Service for this purpose in accordance with 2.1.2 of the T&C for a fee to be agreed upon.

2.2.4 To notify SalikoMall.com of any changes in the Product or the Service at least (5) five working days in advance of the date upon which the change becomes effective.

2.2.5 To communicate exact the exact information required by SalikoMall.com regarding shipping and delivery and to be posted alongside the Product or the Service offered through SalikoMall.com. The Seller acknowledges and agrees to inform the Buyer when the Product is to be shipped and the means of applicable freight. 

2.2.6 To provide complete and adequate information to SalikoMall.com for purposes of payment.

2.2.7 To provide information regarding any changes in payment information in a timely manner.

2.2.8 To provide true information regarding the Product and the Service, as per the T&C, which is stored in the Information System.

2.2.9 To provide photos and information of ONLY genuine products and NO counterfeit products to be posted on the website.

2.2.10 To provide photos and information of ONLY genuine products that are authorized to display, and do business relevant to these products. 

3 RIGHTS & OBLIGATIONS OF SALIKOMALL.COM

3.1 SalikoMall.com may change or alter the photographs and/or descriptive text of the Product or the Service which does NOT meet SalikoMall.com’s standards of clarity and legibility provided the Seller is notified of said changes with an explanation of the reasons for the changes.

3.2 SalikoMall.com maintains the right to use the logo of the Seller or any logo or brand associated with said Seller.

3.3 SalikoMall.com may terminate, permanently or temporarily, an association with the Seller who fails to meet all or some of the conditions of the Agreement or in any other way behaves in a way that is detrimental to The Principal.

3.4 SalikoMall.com may withhold payment to the Seller who fails to meet his obligations if the Buyer orders the Product or the Service through the Website.

4 “SALIKOMALL.COM” IS OBLIGED

4.1 To provide all the services in accordance with the T&C.

4.2 To notify the Seller of any claims or disputes from the Buyer concerning the Product or the Service in order to resolve the said matter.

4.3 To immediately inform the Seller of any notification(s) of the Buyer regarding any defective Product delivered by the Seller to the Buyer and give the Seller the responsibility to rectify the problem as per the PI and T&C.

4.4 NOT to disclose or to use any confidential information provided by the Seller, except as required by applicable legislation, or a third party, as per Clause 16.4 and Clause 19 of the Agreement.

5 THE FUNCTION OF THE WEBSITE & CONTENT

5.1 SalikoMall.com provides an electronic commerce platform for the purpose of connecting Buyers and Sellers globally. The Website is an online marketplace used to principally locate potential Sellers and Buyers for general trading. The Website is NOT involved in any transaction(s) taking place between the Buyer and the Seller. The Website does NOT charge any commission from the Buyer or the Seller, does NOT represent the Buyer or the Seller and is NOT involved in the transaction(s) between the Buyer and the Seller. Thus, The Principal has NO responsibility or control on the safety, quality, legality, or availability of the Product and the Service of the Seller.

5.2 The fact that SalikoMall.com is NOT involved in any transaction(s) between the Buyers and the Sellers, if under any circumstances a dispute/conflict occurs between the Buyer and the Seller, the Buyer and the Seller agree to indemnify The Principal from all claims, costs, expenses, demands and damages, actual and consequential, of every kind and nature, known and unknown, suspected and unsuspected, disclosed, arising out of or in any way connected with such disputes/conflicts. 

5.3 The Seller acknowledges and agrees that some content like data, texts, files, graphics, photos, videos, banners, logos and advertising material that are displayed on the Website is provided by the Seller. Thus, any information given or posted by the Seller whether publicly posted or privately transmitted, is the sole responsibility of the Seller. The Seller is entirely responsible for all content that it uploads/posts, e-mails or otherwise transmits via the Website. The Principal shall take NO responsibility. 

5.4 The Seller should be aware that information and/or messages sent by some individuals through the means of communication provided by the Website or through means of e-mails, fax or mailed letters to addresses obtained from the Website is out of SalikoMall.com’s control and monitoring ability. Thus, the Seller acknowledges that The Principal has NO responsibility or liability for the content of the means of such messages and information. The message sender bears responsibility for all messages communicated, as well as the consequences of such messages.

5.5 The Seller acknowledges and agrees that it may be exposed to offensive, indecent or unpleasant content. Under NO circumstances shall The Principal be liable in any way for any affected individual, or the Seller’s content on SalikoMall.com.

6 REGISTRATION, MEMBERS & MEMBERSHIP

6.1 Any individual accessing the Website for any purpose whether registered with SalikoMall.com as a free member or a paid member for the Product and/or the Service provided by the Website. After completing the registration process and accepting the T&C, an individual would be considered a “Member” of SalikoMall.com.

6.2 The Membership Agreement shall be valid for ONE YEAR from the date of the Seller’s payment of the Membership fee and shall be renewed at the end of the Membership period unless it is terminated as per the Termination Clause.

6.3 To offer the Product and the Service on the Website, the Seller shall register for an account with SalikoMall.com. Consequently, the Seller shall have to fill out an online registration form. The form contains information such as name, address, contact information, details of business, etc. related to the Seller and its company if applicable. The registered Seller of SalikoMall.com shall provide true, accurate, valid and complete information, and also agrees to promptly update the information to keep it up to date, true, accurate and valid, when changes occur. The Seller may edit, update or alter their personal information at any time by using the tools provided by the Website.

6.4 If the Seller attempts to provide untrue, inaccurate, invalid, or incomplete information, the Website has the right to suspend/terminate the registration and refuse any or all use of the Website and its features, including the Product and/or the Service offered for sale by the Seller. If you have registered on the Website on behalf of a business entity or a company, you represent and warrant that you have the authority to bind such entity or company to the T&C and the address you provide is the principal place of business of such business entity.

7 MEMBERSHIP FEES

7.1 Silver, Gold, and Diamond (VIP) Members pay an annual Membership fee to SalikoMall.com for using the Website's marketing and advertising features, for the purpose of displaying the Product and Service relevant to their Membership. Bronze (FREE) Members, Silver Members and Gold Members may also purchase certain extra features, items and Services which are not included in their Membership packages with respect to their Membership groups.

7.2 SalikoMall.com may at its sole discretion add to, delete, or change without prior notice some or all of the contents of the Website or its functionality, or change the applicable Website enrollment Membership Fee at any time. New Membership Fees shall NOT affect existing Membership Agreements until their expiry. 

7.3 Paid Membership Fees shall NOT be refunded if a member requests to terminate its Membership before the expiration date of the Membership.

8 RULES OF CONDUCT

8.1 By using SalikoMall.com, the Seller hereby warrants and agrees to provide SalikoMall.com with true, accurate, current and complete information for genuine products ONLY to be displayed on the Website and to update and promptly modify all information provided to keep it true, accurate, current and complete.

8.2 The Seller hereby represents, warrants and agrees that it has obtained all necessary third party copyright or trademark licenses and permissions and shall be solely responsible for ensuring that any material or information it posts on the Website or provides to the Website or authorizes the Website to display, or the Product and Service represented thereby, do NOT violate the copyright, trademark, or any other personal or proprietary rights of any third party, or is posted with the permission of the owners of such rights.

9 ORDERING, SHIPPING & DELIVERY

9.1 ADVERTISED PRICE, PAYMENTS & SHIPPING

9.1.1 All published prices shown on the Website DO NOT include applicable sales, use, excise, taxes, freight, shipping and handling. Any such fees and charges that are charged to or collected by the Seller are added to the published price, and shall be shown in the Quotation and PI, and are the responsibility of the Buyer.

9.1.2 The Seller acknowledges and agrees that the Buyer shall be responsible for payment of additional export/import duties, tariffs, charges, taxes and other related fees. The Seller shall advice the Buyer to contact their local customs office for further information.

9.1.3 The Seller acknowledges that the Buyer shall pay the Purchase Price in accordance with the terms set out in the Seller's PI.

9.1.4 Once the Buyer places an order, the Seller MUST proceed with shipment and delivery, according to the specific T&C as agreed to between the Seller and the Buyer. The Seller will provide shipping at an extra cost to the Buyer when needed.

9.1.5 The place for delivery of the Product shall be set out on the Seller’s Quotation and PI.

10 WARRANTY & RETURN POLICY

10.1 The Seller acknowledges and agrees that it shall inform the Buyer of the warranty policy, if applicable, and as per the PI.

10.2 The Seller acknowledges and agrees that the Buyer shall be informed and aware of the return policy of the Seller, if applicable to the purchased Product. The Principal shall NOT be liable for any returns and related matters. The Seller shall be contacted by the Buyer directly for the said matter. The Principal shall NOT be held responsible for any resulting conflicts and consequences between the Buyer and the Seller.

10.3 The Seller shall provide timely services for the Buyer regardless of warranty or not.

11 INDEMNITY & LIABLITY

11.1 The Seller shall indemnify The Principal from and against any and all claims, demands, proceedings and judgments, and any reasonable attorney fee (each, a “Claim”) made against The Principal in respect of any infringement or alleged infringement of any third Party IPR arising out of use of any information or data provided to SalikoMall.com by the Seller.

11.2 The Seller agrees to defend, indemnify, The Principal from and against any and all awards of judgments which may be rendered upon any claim against the Principal from (a) any breach to this T&C by the Seller; or (b) any negligence or willful misconduct by the Seller, or (c) failure of the Seller to comply with the any other applicable laws, orders, or regulations.

11.3 The provisions of this clause shall survive the Termination Clause of this T&C.

11.4 Any of the following is automatically considered a material breach of the T&C and forfeiture of any or partial access to the Website and/or its related Products and Services: 

11.5 In the event the Product provided by the Seller is defective or does NOT match the digital image displayed through SalikoMall.com, the Seller is under the obligation to replace the Product as per the PI and T&C.

11.6 The Seller acknowledges and agrees that SalikoMall.com shall have the right in its sole discretion, to refuse to publish, remove, or block access to any content that is available via the features, the Product and the Service provided on the Website by the Seller, at any time, for any reason, or for no reason at all, with or without notice. SalikoMall.com may also terminate access to, or Membership on SalikoMall.com, or any portion thereof, for violating the T&C. The Seller acknowledges and agrees that it MUST evaluate, and bear all risks associated with the display of any content that it provides on the Website.

12 TERMINATION OF MEMBERSHIP

12.1 The Membership can be terminated, if both Parties reach an agreement in writing to do so.

12.2 If the Seller revokes the usage of SalikoMall.com, the Seller’s Product or Service shall NOT be displayed through the Website from the date of receipt of such notice or from an agreed date as may be decided by between the Parties in writing.

12.3 The Membership may be terminated by either Party in the event of a material breach by the other Party of any of its obligations under the Membership T&C which material breach has not been cured within (60) sixty days of the date of receipt of written notice of such breach given by the non-breaching Party to the other Party. Any such written notice will set forth with particularly the nature of any such material breach.

12.4 Upon the termination of the Membership, pursuant to the provisions of Payment of the Membership, the Seller shall remain liable to SalikoMall.com for any and all outstanding payments due to the Website if any up to such date of termination. Upon such termination each Party shall be liable to return to the other Party or destroy all copies of the other Party’s confidential information in its possession.

12.5 The Membership may be renewed automatically upon expiry of the term expressed in Clause 6.2 above based on mutual agreement between the two Parties.

12.6 Either Party may terminate the Membership at any time by giving (7) seven days advance written notice to the other, unless the Seller breaches any of the T&C, the SalikoMall.com can terminate the Membership with immediate effect.

12.7 SalikoMall.com has the right (but not the obligation) to suspend or terminate any Seller account for any Product or Service due to inactivity for a certain period of time. This period is (90) ninety days. The Website has the right to change duration of mentioned time period, with or without prior notice, by updating this posting.

13 NON-DISCLOSURE AGREEMENT & CONFIDENTIALITY

13.1 The Seller shall treat as strictly confidential all information supplied in connection with the Agreement by SalikoMall.com and shall take all necessary precautions to ensure that NO individuals, other than those specifically permitted has access to such confidential information. 

13.2 The Seller undertakes NOT to copy or circulate any such information and to use this information solely in connection with the T&C and the line of business agreed upon.

13.3 The Seller hereby agrees to promptly take such reasonable action to enforce or prevent a breach or continuing breach of a covenant or obligation by any officer under the Agreement to whom confidential information shall be disclosed by the Seller at SalikoMall.com’s request.

13.4 It is understood that the foregoing obligations on confidence, nondisclosure and non-use do NOT apply to (a) information already known to either Parties as evidenced by written documents or records, (b) information publicly available or that becomes publicly available without a breach of this T&C by either Party (c) information independently developed by either Party from a third party or (d) information independently developed by either Party without regard to each other.

14 INTELLECTUAL PROPERTY & INDEMNITY

14.1 Subject to this Agreement, the Seller shall defend, indemnify and hold The Principal and its officers, directors, agents and employees harmless from and against any claim, demand, cause of action, debt or liability (collectively, Claim) by a third party that the Product sold by the Seller infringes any valid copyright or trade mark of that third Party.

14.2 All the content/information on the Website including, but not limited to graphics, logos, text and images belong to SalikoMall.com and its Sellers. The design of the Website and its contents are the sole property of the Principal and is protected by Copyright and Trademark Laws.

15 OTHER CONDITIONS

15.1 The Agreement shall come into force from the moment the Seller clicking “I Agree” on the website.

15.2 In the event that any of the terms of the Agreement shall be declared void or unenforceable by a court of competent jurisdiction, the remaining provisions herein shall remain in full force and effect.

15.3 The Website reserves all the rights to make any relevant modifications and updates to the T&C without prior notice in the form of updating this posting. Thus, any changes will be effective immediately and your continued use of the Website constitutes your agreement to having read and accepted the T&C of this Agreement. 

15.4 SalikoMall.com makes NO representations whatsoever about other platforms which the Seller may access through the Website. When the Seller accesses a website other than SalikoMall.com, the Seller acknowledges, understands and agrees that it is independent from SalikoMall.com.

15.5 SalikoMall.com has NO control over the content on the Seller’s website, and that a link to other platforms does NOT mean that SalikoMall.com accepts any responsibility for the content, use, or the Product and the Service made available through such platform(s).

15.6 SalikoMall.com shall NOT be liable to the Seller for delays or failures in performance or disruption of the content, features or service of the Website resulting directly or indirectly from Acts of God, forces or causes beyond its reasonable control, including but not limited to, internet failures, telecommunications or any other equipment failures, electrical power failures, labor disputes, riots, fires, flood, storms, explosions, acts of war, governmental actions, orders of domestic or international courts.

15.7 The Seller agrees to indemnify and hold The Principal and its affiliates, executives, directors and employees, harmless from any claim or demand (including legal expenses and the expenses of other professionals) made by a third party due to or arising out of the Buyer and the Seller and any third party breach of the T&C or the documents it incorporates by reference, or the Buyer’s and the Seller’s violation of any law or the rights of a third party.

15.8 The Seller reserves the right to reject the Buyer's RFQ in whole or in part for any reason or for no reason, as determined by the Seller in its sole discretion, including, but not limited to, if the items are unavailable due to unforeseen circumstances (including Orders exceeding reasonably anticipated demand), or are in imperfect condition at the expected time of shipment.

15.9 The Seller may make minor modifications / substitutions in the design and specification of the Product and the Service at any time without notice to the Buyer, even if a Quotation has been issued. The Seller shall advise the Buyer by email of any changes that affect the overall usage and or structure of the Product and the Service and the Buyer may choose to cancel the RFQ at that time.

16 APPLICABLE LAW

16.1 The Agreement between SalikoMall.com and the Seller shall be governed and interpreted in accordance with the laws of Dubai, United Arab Emirates.

16.2 Any dispute between the Parties arising in the process of the implementation of this Agreement shall be amicably resolved through negotiations and the Parties hereto shall endeavour to bring any such dispute to an amicable settlement.

16.3 In case no satisfactory settlement is reached, it may be finally settled by arbitration under the Rules of Dubai International Arbitration Centre (DIAC). The venue of arbitration shall be Dubai and the language of arbitration shall be English. The award of the arbitration shall be final and binding upon the Parties hereto.

16.4 The Principal reserves the right to cooperate fully with governmental authorities and/or offended/affected third parties in the investigation of any suspected criminal or wrongdoing. Further, SalikoMall.com may disclose the Buyer’s and Seller’s identity and contact information, if requested by a government or law enforcement body, an offended/affected third party, or as a result of a legal action, and SalikoMall.com shall NOT be liable for damages or results thereof and the Sellers and the Buyers agree NOT to bring any action or claim against the Principal for such disclosure. 

17 POINT OF CONTACT

17.1 The Seller herein agrees to have designated staff from their side, who shall be solely responsible for maintaining and ensuring that every transaction between the Seller and SalikoMall.com are up to date and in accordance with the T&C of the Agreement herein.

17.2 The designated employees shall also be the single point of contact for SalikoMall.com staff to reach the Seller during the tenure of the Agreement.

17.3 The Seller shall give an advance written notice to SalikoMall.com with respect to any changes in the employees so designated at least (15) fifteen days in advance.

18 ADDRESS FOR COMMUNICATION

18.1 All notices to be served between the Parties shall be in writing and shall be sent by registered or recorded delivery mail, or by facsimile or other electronic means in a form generating a record copy, to the address stated above, of the Party being served, or to such other address of which such Party may hereafter give written notice to the other Party. 

18.2 Any notice sent by mail shall be deemed to have been duly served (3) three working days after the date of posting or (10) ten working days if posted from one country to another. Any notice sent by facsimile or other electronic means shall be deemed to have been duly served at the time of successful transmission.

19 PRIVACY

19.1 The Seller consents to the collection, use and disclosure of the Seller’s personal information by a third party providers and distributors in accordance with the T&C.