These Terms and Conditions, as set out below, govern your use and access to the Avasam DropShipping Platform and our Website(s) or other Platform(s).

You confirm that you have read these Terms and Conditions carefully (including the Appendices) and acknowledge and agree to be contractually bound and to abide by them. If you do not agree to these Terms and Conditions, please refrain from using the Avasam DropShipping Platform and proceeding to Order products or services from us.

Avasam reserves the right to change these Terms and Conditions outlined below at any time. We will do this by updating the wording on this webpage and updating the publication date just below this text. You will not necessarily be notified of such a change. Therefore, please ensure that you regularly check these Terms and Conditions so you are fully aware of any changes or updates. Please send any questions about these Terms and Conditions to [email protected]

These Terms and Conditions are copyright (c) Avasam, 2019.

Last updated:24/10/19.

Customers should read this document in its entirety prior to using the Services of Avasam, but we particularly draw your attention to the following clauses that outline the performance requirements of PlatformUsers as follows:

• Supplier Performance Level Requirements – clause 13 – are designed to protect the integrity of the Product procurement process of Sellers via the Platform. For convenience they have been summarised in the table contained within Appendix 1.

o Sellers should note that while there are a wide range of Supplier performance metrics in place for all Suppliers to adhere to (as outlined in clause 13), only the Platinum Verified Suppliers are required to meet the most stringent Sales Channel performance metrics and so choosing to work with General Suppliers or Verified Suppliers, could lead to instances where their performance does not meet all of the most stringent requirements set out by certain online Sales Channels.

o Further, while the performance metrics relating to Platinum Verified Suppliers are designed to meet the most stringent requirements of the major online Sales Channels, Avasam cannot represent and warrant that this will always be the case as such Sales Channels change their criteria from time to time and Avasam cannot guarantee to immediately update the Platform’s performance metrics.

• Seller Performance Level Requirements – clause 14 – are designed to protect the integrity of the relationship between Sellers and Suppliers using the Platform. For convenience they have been summarised in the table contained within Appendix 2.

• Fees, Payments and Prohibited Items – clause 3 –outlines the processes for making payments and sets out all Items that are prohibited from being offered on the Platform and the implications of making available or selling such Items.

• Avasam DropShipping Platform Messaging System – as per clauses, 4, 13 and 14, all PlatformUsers are required to communicate to their Avasam partners and counterparts using the Avasam DropShipping PlatformMessagingSystem only. Messages related to the Services or the Platform are not permitted using external messaging systems or email.

The clauses contained within these Terms and Conditions are as follows:

  1. DEFINITIONS
  2. GENERAL
  3. FEES, PAYMENTS AND PROHIBITED ITEMS
  4. GENERAL RULES OF CONDUCT
  5. DESCRIPTION OF SERVICES
  6. AVASAM WEBSITE(S) AND PLATFORM(S)
  7. USER CONTENT
  8. THIRD PARTY IP
  9. AVAILABILITY OF SERVICES
  10. SUSPENSION AND TERMINATION POLICY
  11. INTELLECTUAL PROPERTY RIGHTS
  12. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
  13. SUPPLIER PERFORMANCE LEVEL REQUIREMENTS
  14. SELLER PERFORMANCE LEVEL REQUIREMENTS
  15. FEEDBACK & REVIEWS
  16. LIMITATION OF LIABILITY
  17. INDEMNITY
  18. DATA PROTECTION, USER DATA AND COOKIES
  19. SUCCESSORS AND ASSIGNS
  20. NO THIRD-PARTY BENEFICIARIES
  21. GOVERNING LAW
  22. WAIVER
  23. TITLES AND HEADINGS
  24. SEVERABILITY
  25. CONTACT DETAILS
  1. DEFINITIONS
    1. “Avasam DropShipping Platform” or “Platform(s)” means any portal(s) or Platform(s) or Website(s) that Avasamuses to conduct its business and offer its Services including those available through www.avasam.com.
    2. “Avasam” means Avasam Limited, a company registered in England and Wales under Company Number 11556922, whose registered address is at 9, Oliver Business Park, London, NW10 7JB, UK, its affiliates and subsidiaries and their respective directors, officers, employees and agents. Also referred to as “we”, “us” or “our”.
    3. “Avasam DropShipping Platform Messaging System” means the messaging portal built within the Avasam DropShipping Platform.
    4. “Below Standard” is a level of performance at which Avasam may issue warnings to Users to improve the quality of service they are providing and as explained further in clauses 13 and 14.
    5. “Billing Date” means the date on which Avasam will take payment for your access to the Services and the Avasam DropShipping Platform.
    6. “Business Day” means any week day, other than a bank or public holiday in England.
    7. “Business Hours” means between 09:00 and 18:00 London time on a Business Day.
    8. “Compliance Rate(s)” means the number of times, expressed as a percentage of the total over a rolling 3-month period, that a Supplier or Seller must meet their respective performance obligations as set out in clauses 13 and 14 without incurring penalties such as written non-compliance warnings from Avasam, mandatory downgrade(s) in their Tier Status, or account Suspension or Termination.
    9. “Customer” or “Customers” means any individual(s), including Suppliers or Sellers, or entity(s)who accept these Terms and Conditions, has access to the Avasam DropShipping Platform or uses the Services. Also referred to as “you”, “your” or “User”.
    10. “Customer Default” means failure by the Customer to perform any relevant obligation under the provisions of these Terms and Conditions.
    11. “End Customer” means the ultimate buyer of the Product or Item from the Seller and in certain instances may be the Seller.
    12. “Items” means all Products or items available for sale on Avasam and shall have the same meaning as Products.
    13. “Notice Period” means the period of time, 30 days, that a User must give as notice in order to cancel the Order or Services.
    14. “Order” means the act of becoming a Customer by accepting these Terms and Conditions, agreeing to any additional provisions as may be stipulated by us at the time and making payment for the Services.
    15. “Party” or “Parties” means any Customer, User, Supplier or Seller who sign and agree to these Terms and Conditions.
    16. “Performance Level Requirements for Sellers” are as described in clause 14.
    17. “Performance Level Requirements for Suppliers” are as described in clause 13.
    18. “Plan of Action” is as described in clause 10.6.
    19. “Product Data” means all information, attributes and images provided by the Supplier in relation to Product or Items uploaded into and made available for sale on the Avasam DropShipping Platform.
    20. “Products” means all products or Items available for sale on Avasam and shall have the same meaning as Items.
    21. “Prohibited Items” means all Items that are not permitted to be sold on the Avasam DropShipping Platform and as described in clause 3.6.
    22. “Required Dispatch” means the dispatch of an Item by or on behalf of a Supplier following receipt of payment from a Seller in respect of such Product or Item as specified within these Terms and Conditions.
    23. “Sales Channel” means any online website, marketplace or portal where buyers and sellers come together to buy, sell or otherwise trade goods. Examples include Amazon and eBay.
    24. “Seller” or “Sellers” mean online retailers who sell Items or services directly to End Customers and who use the Avasam DropShipping Platform to connect to Suppliers.
    25. “Services” means any or all of the services listed in the ‘Description of Services’ section of these Terms and Conditions.
    26. “Spam” means messages delivered to multiple recipients without reasonable grounds or invitation, especially where appropriate permission has not been provided under the UK Data Protection Act 2018.
    27. “Subscription” has the same meaning as Order.
    28. “Subscription Period” means the period of time for which the Order is valid. This is typically a one (1) month rolling period, subject to any cancellation or Notice Periods defined in these Terms and Conditions.
    29. “Supplier” or “Suppliers” mean Suppliers, wholesalers, manufacturers, brand owners or other primary inventory owners who use the Avasam DropShipping Platform to connect to Sellers and make their Products available for sale by Sellers.
    30. “Support Services” means the provision of technical or other support via email, Avasam DropShipping Platform Messaging System, telephone or other suitable medium by Avasamto its Customers as set out in clause 5.
    31. “Suspension” means the temporary blocking of a User’s account and as explained further in clauses 10, 13 and 14.
    32. “Terms and Conditions” means the terms and conditions contained within this Service Agreement. Also referred to as “Agreement”.
    33. “Termination” means the permanent blocking and or deletion of a User’s account and as explained further in clauses 10, 13 and 14.
    34. “Third Party IP” means any photographs, illustrations, text content or other images and/or software, widgets, or other applications developed, owned, or licensed by our Suppliers, Sellers or third-party providers that we may contract with from time to time and available to access or download via the Avasam DropShipping Platform.
    35. “Tier Status” means the level of a given Supplier or Seller using the Avasam DropShipping Platform.

      a) The “Supplier Tier Status Levels”, ranked lowest to highestare:

      i. “General Supplier”
      ii. “Verified Supplier”
      iii. “Platinum Verified Supplier”

      b) The “Seller Tier Status Levels”, ranked lowest to highest and as explained on www.avasam.com/pricing/, are:

      i. “Free Trial Account”
      ii. “Starter”
      iii. “Advanced”
      iv. “Business”
      v. “Guru”
    36. “User Content” means content provided to us by you to be presented and published as part of the Services including but not limited to photographs and graphics, audio, video, written content and prose, and logos or graphical elements.
    37. “Website” or “Websites” means our corporate website, www.avasam.com or any other website, application or web-based portal owned and used by Avasamin connection with the provision of Services or the day to day business of Avasam.
  2. GENERAL
    1. Your access to and use of the Services are conditional upon your acceptance of, and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, Users and others who access or use the Services.
    2. Avasam reserves the right to refuse to open an account and grant access to the Services to anyone, for any reason and at anytime. If we do so, then a full refund for the current Subscription Period will be given and any information in the account will be deleted. This right will be executed on a case-by case basis.
    3. If you disagree with any part of the Terms and Conditions or the Order then you must notify us immediately in writing, and not access the Avasam DropShipping Platform, nor use the Services provided by Avasam. If there is an inconsistency between any of the provisions of these Terms and Conditions and any provisions made during the process of completing the Order, the provisions of the Order shall prevail.
    4. You must also acknowledge and be bound by separate terms of service or agreements for Sales Channels, shipping/logistics providers and selling Platforms that you may integrate into Avasam in order to use the Platform fully.

      a) These are not linked from these Terms and Conditions, and Avasam is not liable for your compliance with those agreements while using our Platform, or any consequences of your actions in that regard unless caused by Avasam specifically.

      b) If your conduct prevents you from selling on your preferred Sales Channel or Platform, this will not affect your obligations to, or contract with Avasam.

      c) If Avasam withdraws its Services because you fail to comply with these Terms and Conditions (including the provisions of clause 10), Avasam will not be liable for any costs or obligations you may have to third Parties.

    5. The Services are available only to Users who can form legally binding contracts under applicable law. By using the Services, you represent and warrant that you are:
      a) At least eighteen (18) years of age;
      b) Otherwise recognised as being able to form legally binding contracts under applicable law; and
      c) Are not a person barred from purchasing or receiving the Services.
    6. If you are entering into these Terms and Conditions on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the Terms and Conditions contained in these Terms and Conditions, in which case the terms ‘you’, ‘your’, ‘User’ or ‘Customer’ shall refer to such corporate entity. If, after your electronic or written acceptance of these Terms and Conditions, Avasamfinds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in these Terms and Conditions, including, but not limited to, the payment obligations.
    7. Avasamshall not be liable for any loss or damage resulting from Avasam’s reliance on any instruction, notice, document or communication reasonably believed by Avasamto be genuine and originating from an authorised representative of you or your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, Avasamreserves the right (but undertakes no duty) to require additional authentication from you. You further agree to be bound by the provisions ofthese Terms and Conditions for transactions entered into by you, anyone acting as your agent and anyone who uses your account or the Services, whether or not authorised by you.
    8. Avasam makes no offer or guarantee of exclusivity to you, or any other User of the Services and Platform it provides. Avasam reserves the right to provide access to the Services and Platform to any business or individual of its choosing, irrespective of them being a competitor of an existing Customer.
    9. Your electronic acceptance of these Terms and Conditions provided by Avasamand your use of Avasam’s Services, including the AvasamDropShipping Platform, signifies that you have read, understood, acknowledged, accepted and agreed to be bound by these Terms and Conditions.
    10. Avasam reserves the right, following an electronic application or otherwise, to contact you and request additional and independent documentation to verify your identity, that of the company you represent and your authority to act on behalf of the company pursuant to 2.6 and 2.7. This may include your passport or evidence of company registration, etc.
    11. Avasam cannot be held liable if you fail to keep your password secure. Actions taken while logging in using your Avasam account(s) are seen as being taken by an authorised User. If you are concerned that your password has been compromised, you should change it immediately, or arrange for someone to do so on your behalf and contact our Customer support team to discuss the status of your account and any further actions that can or should be undertaken to protect it.
    12. In the event of a dispute over ownership of your Avasam account, Avasam reserves the right to determine, in our sole judgement, rightful account ownership, and to transfer the account to the rightful account holder.
    13. Avasam reserves the right, should we be unable to initially determine ownership of the account, to request access to documentation to confirm or deny the status of the claimant’s account ownership. These may include, but not be limited to, copies of personal ID (driving license, passport, etc), copies of business documentation.
    14. In the event that Avasam is unable to determine ownership, we reserve the right to temporarily disable the account and halt disbursement of funds until this dispute has been resolved by the Parties involved.
    15. We reserve the right to change these Terms and Conditions at any time. We will do this by updating the wording on this webpage and updating the publication date just below this text. You will not necessarily be notified of such a change. Therefore, please ensure that you regularly check these Terms and Conditions so you are fully aware of any changes or updates. Please send any questions about these Terms and Conditions to [email protected].Your use of the Services and the AvasamDropShipping Platformafter such changes or modifications shall constitute your acceptance of these Terms and Conditions as last amended.
  3. FEES, PAYMENTS AND PROHIBITED ITEMS
    1. Avasam will send you an email when you place an Order, and when you change your Subscription level, to confirm the Services we will provide you, and the fees that will be charged for those Services.
    2. We accept all major credit and debit cards for the payment of our Services.
    3. All payments to Suppliers from Sellers are instructed byAvasam, and processed using proprietary technology fromour payment gateway partner, Adyen. We do not store any credit card or account information anywhere on our systems.Adyenis the payment processor, and will manage recurring payment requests as appropriate.
    4. While Adyen is the payment processor, Avasam takes full responsibility for all payments made on and via our Platform. This responsibility includes refunds, chargebacks, cancellations and dispute resolution.

      a) In the event that a dispute should be raised by either Party, we will offer the first line of support, and will refund the payment should the complaint be found, at our judgement, to have merit.

      b) In the event that a chargeback be submitted by an Avasam User, we will respond to the credit card networks on behalf of the Party involved in the transaction. The Parties involved agree to provide any requested information to us, and we reserve the right to recoup any outlays associated with the processing of chargebacks.

      c) If there are any problems with your Order, we can be contacted via email ([email protected]) or by telephone during office hours on +44 (0) 330 113 7788.

    5. In accordance with the UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, Avasam is obliged to monitor the content of the transactions we process for our Customers, and the Parties involved. As such, we reserve the right to refuse or withdraw access to the Platform where our risk assessment of your application does not meet our criteria.
    6. While using Avasam, you are prohibited from buying or selling Items from the following list:

      i. Any Item that infringes intellectual property rights;
      ii. Items that are in breach of distribution or copyright laws;
      iii. Items that are discriminatory or that incite to violence (including weapons and replicas of weapons, etc.), or encourage any form of racial, religious or ethnic hatred;
      iv. Items liable to present a danger to health, safety or the environment;
      v. Items that can be neither offered nor marketed legally, or which are liable to harm public policy or the rights of third Parties;
      vi. Articles for which the offer or sale are liable to harm morality or the image of Avasam
      vii. Any Item depicting graphic sexual content;
      viii. Any Item of the following specific Items:

      1. CCTV footage;
      2. Copyright and other intellectual property rights;
      3. Counterfeit Items;
      4. Courier tickets;
      5. Digital content;
      6. Digital currency;
      7. Event tickets;
      8. Flights;
      9. Frequent flyer points;
      10. Gang related memorabilia;
      11. Genuine animal furs;
      12. Hazardous materials;
      13. Human or any other live animal body parts;
      14. Industrial chemicals;
      15. Laser pointers;
      16. Live animals or organisms;
      17. Lottery and raffle tickets;
      18. Magnetic and smart card readers;
      19. Medically regulated materials other than those legally available over the counter in the UK;
      20. Offensive Items and memorabilia;
      21. Political propaganda;
      22. Pornography;
      23. Professional or other services;
      24. Recreational drugs or paraphernalia;
      25. Shares and securities;
      26. Software that interfaces with the Avasam DropShipping Platform;
      27. Stolen goods;
      28. Tattoo ink;
      29. Uniforms related to the emergency services or political affiliations;
      30. Veterinary medicines;
      31. Weapons;
      32. Wholesale lists.

      ix. Any Items contained within the following link that may be updated from time to time (https://docs.adyen.com/legal/adyen-restricted-prohibited-list).

      a) Avasam and its staff reserve the right to review the contents of the Items in the inventory of its Sellers, as well as the listings and orders that are processed through the system to identify any Prohibited Items.

      b) Where you can be shown, as a Supplier, to have offered for sale any Prohibited Items via the Avasam DropShipping Platform, we reserve the right to immediately suspend or terminate your account without warning as per clause 10. Upon such Suspension or Termination, any monies held on your account will only be returned to you once a review (which may take up to two (2) months) has been undertaken by Avasam and we have concluded that no adverse financial or legal consequences have arisen as a result of the listing and sale of such Items. Further, any proceeds held on your Avasam account that related directly to the sale of Prohibited Items shall not be returned to you, but will instead be returned to the End Customer as appropriate and in order to make the End Customer whole, or shall be donated to a registered UK-based charity of our choosing.

    7. Direct Debit sare generally not accepted on Avasam but in the rare exception where we do choose to accept such, payments will be regulated by an appropriate Direct Debit agreement. The Direct Debit Guarantee covers refunds by the bank or building society in case of error. It does not commit Avasam to offer a refund or other compensation where error is claimed.
    8. Where any Direct Debit payments are refused, Avasam will charge you a penalty of £20 + VAT per refused payment.
    9. When Avasam receives notice of cancellation partway through a paid Subscription Period, you will lose access to the Services following the end of that paid Subscription Period and any applicable Notice Period. Refunds will not be issued for unused Subscription Periods or related services.
      a) Where a Commission is owed by the Customer to Avasam, we are entitled to withhold this from any monies processed through the Platform on your behalf. This money shall not be eligible for refund except where the transactions can be shown to be falsified or incorrect, so that the amount taken would need to be recalculated.
    10. Avasam shall be entitled to charge interest daily on overdue invoices from the date when payment becomes due from until the date of payment at a rate of 2% per annum above the Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
    11. The Customer shall pay all amounts due in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
    12. Avasam shall be entitled to suspend or terminate the Services if you do not make payment according to the terms set out in any outstanding invoice as per clause 10. If Avasam provides you with more than one Service, we shall be entitled to suspend or terminate all Services until your payment is complete and all outstanding balances are cleared.
    13. If you are being billed on a monthly basis, your monthly Billing Date will be based on the date you purchased the Services, except where that date falls after the 28th of the month, in which case your Billing Date will be no later than the 28th of each month.
    14. You can upgrade your Subscription at any time from within the Avasam DropShipping Platform. There is no applicable Notice Period to upgrade your Subscription.

      a) At the time of your request, Avasam will check the current date against your next Billing Date, and charge you a pro rata’d proportion of the Subscription for the new Subscription level.

      b) Upon payment being received, your account will be updated to reflect the increased benefits at the newSubscription level.

      c) At all subsequent Billing Dates, your invoice will be for the full cost of your new Subscription level and you will continue to receive the Services at that level unless you cancel, upgrade or downgrade the Services.

    15. You can downgrade your Subscription from within the Avasam DropShipping Platform.

      a) If you select the option in Avasam to downgrade your Subscription to a lower Tier Status, this will require a 30 day Notice Period. Your downgrade request will become effective at the date of the next monthly Subscription renewal date directly following the expiration of the 30 day Notice Period.

      i. The longest time period therefore in which to effect a Subscription downgrade would be 2 months. This would occur in the instance where the downgrade request was made on the same day as the next monthly Subscription had already become active. In this case, we would require a 30 day Notice Period, after which the next months’ Subscription Period would need to elapse before the new lower Tier Status is affected.
    16. You can cancel your Subscription from within the Avasam DropShipping Platform.

      a) If you select the option in Avasam to cancel your Subscription, this will require a 30 day Notice Period. Your cancellation request will become effective at the date of the next monthly Subscription renewal date directly following the expiration of the 30 day Notice Period.

      i. The longest time period therefore in which to effect a cancellation would be 2 months. This would occur in the instance where the cancellation request were made on the same day as the next monthly Subscription had already become active. In this case, we would require a 30 day Notice Period, after which the next months’ Subscription Period would need to elapse before the cancellation is affected.

      b) At all subsequent Billing Dates, your invoice will be for the full cost of your new Subscription level and you will continue to receive the Services at that level unless you cancel, upgrade or downgrade the Services.

    17. Avasam expressly reserves the right to change or modify its prices and fees at any time, and such changes or modifications shall be posted online and effective immediately without need for further notice to you.
    18. In order to ensure that you do not experience an interruption or loss of Services, most Services offer an automatic renewal option. The automatic renewal option automatically renews the applicable Services for a renewal period equal in time to the most recent Service period. Where you enter into an agreement lasting more than one (1) month between billing, Avasam will send you a reminder thirty (30) days prior to the expiry of your current Subscription period.
    19. Avasam will aim to disburse available money from payments to Sellers and Suppliers, where available, approximately every 14 days. Public holiday and other delays outside of our control may introduce some variance into this schedule, depending upon your location and your bank. Any monies held by Avasam on behalf of Platform Users, Sellers, or Suppliers prior to disbursement shall be held in a segregated client bank account and in the currency in which it was received.
  4. GENERAL RULES OF CONDUCT
    1. To enable Avasamto perform its obligations under these Terms and Conditions the Customer shall:
      a) Co-operate to the extent possible with Avasam;
      b) Provide Avasamwith any information reasonably required by Avasamto provide the Services; and
      c) Obtain all necessary permissions, licences and consents which may be required before the commencement of the Services.
    2. If Avasam’s performance of any of its obligations under these Terms and Conditions are prevented or delayed by any act or omission by the Customer or Customer Default:

      a) Avasam shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations under these Terms and Conditions to the extent the Customer Default prevents or delays Avasam performance of any of its obligations;

      b) Avasam shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Avasam’s failure or delay to perform any of its obligations; and

      c) The Customer shall reimburse Avasam on written demand for any costs or losses sustained or incurred by Avasam arising directly or indirectly from the Customer Default.

    3. Without prejudice to any other rights to which Avasam may be entitled, in the event that the Customer unlawfully terminates or cancels the Services agreed to, the Customer shall be required to pay to Avasam damages equating to the full amount as set out in any commercial agreement signed between the Parties or the original Terms and Conditions, where the Customer agrees this is a genuine pre-estimate of Avasam’s losses in such a case.
    4. In the event that the Customer or any third-party, not being a sub-contractor of Avasam, shall omit or commit anything which prevents or delays Avasam from undertaking or complying with any of its obligations under these Terms and Conditions, then Avasam shall have no liability in respect of such.
    5. You acknowledge and agree that:

      a) Your use of the Services, including any User content, will comply with these Terms and Conditions and all applicable local, and international laws, rules, and regulations.

      b) You will not collect or harvest (or permit anyone else to collect or harvest) any User content or any non-public or personally identifiable information about another User or any other person or entity without their express prior written consent.

      c) You will not use the Services in a manner (as determined by Avasam in its sole and absolute discretion) that:

      i. Is illegal, or promotes or encourages illegal activity;

      ii. Promotes encourages or engages in child or any other illegal pornography or the exploitation of children or adults;

      iii. Promotes encourages or engages in terrorism, violence against people, animals, or property;

      iv. Promotes encourages or engages in any Spam or other unsolicited bulk emails, or computer or network hacking or cracking;

      v. Infringes on the intellectual property rights of another User or any other person or entity;

      vi. Violates the privacy or publicity rights of another User or any other person or entity, or breaches any duty of confidentiality that you owe to another User or any other person or entity;

      vii. Interferes with the operation of the Services;

      viii. Contains or installs any viruses, worms, bugs, trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware; or

      ix. Contains false or deceptive language, or unsubstantiated or comparative claims, regarding Avasam or Avasam’s Services.

      d) You will not copy or distribute in any medium any part of the Services, except where expressly authorized in writing by Avasam.
      e) You will not modify or alter any part of the Services or any of its related technologies.
      f) You will not access Avasam content or User content through any technology or means other than through the Services provided, or as Avasam may designate.
      g) You agree to back-up all of your User content so that you can access and use it when needed. Avasam does not warrant that it backs up User content, and you agree to accept as a risk the loss of any and all of your User content.
      h) You will not re-sell or provide the Services for a commercial purpose, including any of Avasam’s related technologies, without Avasam’s express prior written consent.
      i) You are aware that Avasam may from time-to-time call you about your Subscription, and you hereby consent to allow Avasam, in its sole discretion, to record the entirety of such calls regardless of whether Avasam asks you on any particular call for consent to record such call. You further acknowledge and agree that, to the extent permitted by applicable law, any such recording(s) may be submitted as evidence in any legal proceeding in which Avasam is a Party.

    6. We do not tolerate the transmission of email Spam or any other kind of communications related Spam. We monitor all traffic to and from our servers for indications of spamming and maintain a Spam abuse complaint centre to register allegations of Spam abuse. Customers suspected to be using our Products and Services for the purpose of sending Spam are fully investigated. If we determine there is a problem with Spam, we will take the appropriate action to resolve the situation.
    7. All Platform Users are required to communicate to their Avasam partners and counterparts using the Avasam DropShipping Platform Messaging System only. Messages related to the Services or the Platform are not permitted using external messaging systems or email. Failure to adhere to this clause may lead to account Suspension or account Termination.
    8. Avasam reserves the rights to discontinue Services for any Customer, whether Supplier or Seller, should they consistently not uphold their responsibilities to the other Parties and Avasam, including but not limited to: taking monies for Services not provided (Suppliers), making fraudulent or incomplete payments against orders and invoices (Sellers), or as per the terms set out in clauses 13 and 14.
    9. Avasam reserves the right to modify, change, or discontinue any aspect of the Services, including without limitation prices and fees for the same, at any time.
  5. DESCRIPTION OF SERVICES
    1. Services

      a) The scope of Services provided by Avasam to its Customers and covered by these Terms and Conditions comprise all services reasonably related to the provision of the Avasam DropShipping Platform, including but not limited to:

      i. Direct system integration, as applicable, between the Customer’s system(s) and the Avasam DropShipping Platform;

      ii. Unique User access to the Avasam DropShipping Platform and Website(s) or Platform(s);

      iii. Supplier access and connection to the Seller master database;

      iv. Seller access and connection to the Supplier master database and Supplier inventories;

      v. Access to payment services and invoicing for Suppliers and Sellers;

      vi. Provision of shipping label integrations and printing for Suppliers;

      vii. Provision of listing creation tools and Sales Channel/website integrations with the Avasam DropShipping Platform;

      viii. Automated order processing and inventory synchronisation;

      ix. Automated report generation and invoicing;

      x. Automated payment processing;

      xi. Support Services as defined below; and

      xii. Any other Services that may become available on the Avasam DropShipping Platform.

      b) Avasam undertakes to reasonably provide the above Services to its Customers at all times.

      c) Avasam will take all reasonable efforts to communicate the cause for any interruptions in service and resolve them as quickly as possible.

    2. Support Services are defined as all services provided by Avasam to its Customers in order to support the Customers when using the Services. Support Services include but are not limited to:
      i. Telephone support;
      ii. Email support;
      iii. Web-based support; and
      iv. Support delivered by any other appropriate communications medium.

      a) When providing you with our Support Services, the additional following Terms and Conditionswill apply to you.

      i. Support Services are provided as appropriate and as determined by Avasam, they may or may not vary depending on the Tier Status of the User;

      ii. Telephone, email and web-based Customer Support Services are available within Business Hours;

      iii. Support Services are included in your Order;

      iv. Avasam expressly reserves the right to suspend, terminate or deny access to update and change the status/content of the Support Services at any time without notice if you fail to pay all outstanding fees in a timely manner;

      v. Where Support Services are suspended for one Product or Service, Avasam reserves the right to suspend all Services.

  6. AVASAMWEBSITE(S) AND PLATFORM(S)
    1. Except where specified in these Terms and Conditions:

      a) Avasam and its licensors own and control all of the copyright and intellectual property rights for our Website(s) and Platform(s) and the material contained within, and;

      b) The copyright is reserved, as are the intellectual property rights, for all the material on Avasam’s Website(s) and Platform(s).

    2. While on the Website(s) or Platform(s), you may:
      a) Use a web browser to view the pages of our Website(s) or Platform(s);
      b) Download pages from our Website(s) or Platform(s) for the purpose of caching in a web browser;
      c) Print content from the pages of our Website(s) or Platform(s);
      d) Use services provided by our Website(s) or Platform(s) via a web browser;
      e) Stream video and audio content provided through our Website(s) or Platform(s).
    3. The Website(s) and Platform(s) and their content are only for use by yourself (for your personal and business purposes). No other use is permitted.
    4. You may not download content from our Website(s) or Platform(s) and/or save it on your computing device except where specifically specified.
    5. You may not edit or change content from ourWebsite(s) or Platform(s) except where explicitly permitted.
    6. We reserve the right to restrict access to all or part of our Website(s) or Platform(s) at our discretion. You may not bypass or circumvent these restrictions to gain access to those areas.
    7. Except where you own/control the appropriate rights, you must not, without explicit written permission:

      a) Display any material from our Website(s) or Platform(s) in public, including our logo, slogan, mission statement and other copyright materials;

      b) Sub-license, sell, or rent material from our Website(s) or Platform(s);or

      c) Republish material originating on our Website(s) or Platform(s) (including republication on any other Website or public domain);

      d) Exploit or profit from material from our Website(s) or Platform(s) for a commercial purpose other than in connection to the Services being offered; or

      e) Redistribute material from our Website(s) or Platform(s) without our explicit written permission.

    8. You may not use data collected from our Website(s) or Platform(s) for the purposes of contacting individuals, companies or other persons, other than in connection with the Services being offered and via the Avasam DropShipping Platform.
    9. When supplying information to us through our Website(s) or Platform(s), or in relation to our Website(s) or Platform(s), you must ensure it is accurate, free of error, true not misleading and current.
    10. You must not:

      a) Use our Website(s) or Platform(s), or an action available on our Website(s) or Platform(s) in a way that is illegal, fraudulent, harmful or unlawful, or in connection with illegal, fraudulent, harmful or unlawful activity;

      b) Use our Website(s) or Platform(s), or an action available on our Website(s) or Platform(s) in a way that would damage, or otherwise impair the functioning of the Website(s) or Platform(s) and associated Services;

      c) Use our Website(s) or Platform(s) to host, store, copy, send, transmit, use, publish or distribute material which is linked to, or of use to any software that could be described as a computer virus, trojan, keylogger, spyware, rootkit or other malicious software product;

      d) Access, or otherwise use our Website(s) or Platform(s) through a spider, robot or other automated means without explicit permission;

      e) Modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text;

      f) Conduct automated or systematic data collection activities upon our Website(s) or Platform(s) (scraping, data mining, data extraction or data harvesting) without our explicit permission;

      g) Use data originating on our Website(s) or Platform(s) for direct marketing activities (including telemarketing, SMS marketing, email marketing and direct mailing, without limitations).

    11. Whilst Avasam does its best to ensure, we cannot warrant or represent:

      a) The completeness or accuracy of the information published on our Website(s) or Platform(s);

      b) That the material on the Website(s) or Platform(s) is up to date; or

      c) That ourWebsite(s) or Platform(s) or any service on them will remain available.

    12. We do not guarantee that our Website(s) or Platform(s), or any content on them, will always be available or be uninterrupted and we may suspend, withdraw, discontinue or change all or any part of our Website(s) or Platform(s) without notice. We will not be liable to you if for any reason our Website(s)or Platform(s) are unavailable at any time or for any period.
    13. You are also responsible for ensuring that all persons who access our Website(s) or Platform(s) through your internet connection are aware of and comply with these Terms and Conditions.
    14. We are the owner or the licensee of all intellectual property rights in our Website(s) and Platform(s), and of the material published on them. Those works are protected by copyright laws and treaties around the world. All such rights are reserved by Avasam.
    15. We have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity as a result of you using our Website(s), Platform(s) or Services.
    16. We do not guarantee that our Website(s) or Platform(s) will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and Platform in order to access our Website(s) or Platform(s). You should use your own virus protection software and ensure it remains active and up to date.
    17. We will not be liable to any User for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

      a) Use of, or inability to use, our Website(s) or Platform(s); or

      b) Use of or reliance on any content displayed on our Website(s) or Platform(s).

      c) If you are a business User, please note that in particular, we will not be liable for:

      a. Loss of profits, sales, business, or revenue;
      b. Business interruption;
      c. Loss of anticipated savings;
      d. Loss of business opportunity, goodwill or reputation; or
      e. Any indirect or consequential loss or damage.
  7. USER CONTENT
    1. By posting or publishing User Content you represent and warrant to Avasam that:

      a) The User Content does not violate the rights of any third-party;

      b) You grant Avasam a worldwide, irrevocable, non-exclusive and royalty free license to use, update, reproduce, publish, store, and adapt your content in regards to the Services we provide you. We may use this content on our Website(s) or Platform(s), or as part of our promotional content.

    2. You shall be solely responsible for any and all of your User Content or User Content that is submitted through your account, and the consequences of, and requirements for, distributing it.
    3. Avasam reserves the right (but undertakes no duty) to decide whether any User Content is appropriate and/or complies with these Terms and Conditions. Avasammay remove any User Content posted to a Website or Platform hosted by Avasamand/or terminate a User’s access to the Services for posting or publishing any material in violation of these Terms and Conditions, or for otherwise violating these Terms and Conditions (as determined by Avasam in its sole and absolute discretion), at any time and without prior notice.
    4. Avasam may also terminate a User’s access to the Services if Avasam has reason to believe the User is a repeat offender. If Avasam terminates your access to the Services, Avasam may, in its sole and absolute discretion, remove and destroy any data and files stored by you on its servers.
    5. By posting or publishing User Content through the Services, you authorise Avasam to use the intellectual property and other proprietary rights in and to your User Content to enable inclusion and use of the User Content in the manner contemplated by these Terms and Conditions.
    6. You hereby grant Avasam a worldwide, non-exclusive, royalty-free, sub licensable (through multiple tiers), and transferable license to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your User Content in connection with the Services and Avasam’s business, including without limitation for promoting and redistributing all or part in any media formats and through any media channels without restrictions of any kind and without payment or other consideration of any kind, or permission or notification, to you or any third-party.
    7. You also hereby grant each User of these Services a non-exclusive license to access your User Content (with the exception of User Content that you designate private or password protected) through the Services, and to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your User Content as permitted through the functionality of the Services and under these Terms and Conditions.
    8. You understand and agree that Avasam may retain (but not distribute, display, or perform) server copies of your User Content that have been removed or deleted. The above licenses granted by you in your User Content are perpetual and irrevocable. Notwithstanding anything to the contrary contained herein, Avasam shall not use any User Content that has been designated private or password protected by you for the purpose of promoting Avasam.
    9. You agree not to circumvent, disable or otherwise interfere with the security-related features of the Services (including without limitation those features that prevent or restrict use or copying of any Avasam content or User Content) or enforce limitations on the use of the Services, the Avasam content or the User Content therein.
    10. You are responsible for maintaining the security of your account. You are also solely responsible for the activity that occurs on your account, whether authorised by you or not. You must keep your account information and passwords secure. We expressly disclaim any responsibility or liability for any unauthorised use of or access to your account.
    11. If you are accessing the Services from a country other than the country in which our servers are located, your communications with us may result in the transfer of information (including your account information) across international boundaries. By agreeing to these Terms and Conditions and communicating electronically with us, you consent to such transfers.
  8. THIRD PARTY IP
    1. As part of the Services, you may be permitted to use certain Third Party IP.
    2. In using any Third Party IP you acknowledge and agree that:
      a) The Third Party IP has not been sold or distributed to you;
      b) You will not on-sell or further distribute the Third Party IP;
      c) You may use the Third Party IP only as part of the Services; and
      d) You may not remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that are contained within Third Party IP.
    3. If the Third Party IP is accompanied by or requires consent to a license agreement from the third-party provider, your use of the Third Party IP is subject to the terms and conditions of such license agreement, which are in addition to (not in lieu of) the provisions of these Terms and Conditions.
    4. We may provide your personal information to third-party providers as required to provide the Third Party IP. We reserve the right, at our sole discretion, to modify, change, or discontinue use of the Third Party IP at any time, and you agree to cooperate in performing any steps necessary to implement such.
  9. AVAILABILITY OF SERVICES
    1. Subject to these Terms and Conditions and to the extent possible and applicable, we shall endeavour to provide the Services on a twenty-four (24) hours a day, seven (7) days a week basis.
    2. You acknowledge and agree that from time to time the Services may be inaccessible or inoperable for any reason including, but not limited to, equipment or server malfunctions; periodic maintenance, repairs or replacements that we undertake from time to time; or causes beyond our control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures.
    3. You acknowledge and agree that we have no control over the availability of the Services on a continuous or uninterrupted basis, and that we assume no liability to you or any other Party with regard to the availability or unavailability of the Services.
  10. SUSPENSION AND TERMINATION POLICY
    1. Avasam expressly reserves the right to suspend, terminate or deny access to update and change the status/content of the Services at any time without notice if you fail to pay all outstanding fees as per any invoice provided by or through Avasam.
    2. Avasam expressly reserves the right to deny, cancel, terminate, suspend, freeze, or modify access to (or control of) any account or Services for any reason (as determined by Avasam in its sole and absolute discretion), including but not limited to non-payment, violation of legal statutes, using our services to produce and distribute Spam, publishing any material in violation of these Terms and Conditions or operating your account in a manner which is not consistent with the terms set out in these Terms and Conditions and specifically in relation to a User’s performance Compliance Rate falling below accepted ranges as set out in clauses 13 and 14 or any other provision of clauses 13 and 14.
    3. Avasam expressly reserves the right to deny, cancel, terminate, suspend, freeze or modify access to (or control of) any account or Services where they are found to be selling or facilitating the sale of any prohibited Item as set out in clause 3.6, or we suspect them to be in contradiction of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017.
    4. All provisions of these Terms and Conditions which by their nature should survive Termination shall survive Termination, including, without limitation, ownership provisions, warranty disclaimers, intellectual property, indemnity and limitations of liability.
    5. Should you, verbally or in writing, abuse or threaten any employee, officer or representative of Avasam, then your account will be immediately terminated, and any further account you may start will also be terminated, without refund.
    6. Following an account Suspension as a result of underperformance in relation to a User’s Performance Level Requirements as set out in clauses 13 and 14, we may ask you to submit a Plan of Action to Avasam in which the you will be required to set-out how you plan to rectify the Compliance Rate breach and ensure as much as is reasonably possible that such instances do not occur in the future. Failure to provide such or failure to provide suitable detail and explanation may, at Avasam’s sole discretion, lead to account Termination.
  11. INTELLECTUAL PROPERTY RIGHTS
    1. All aspects of design, branding, text content, User interface, User experience and functionality of the Avasam DropShipping Platform as well as any underlying technology and code associated with such, is the sole property of Avasam and cannot be copied, redistributed or sold without the express written permission of Avasam.
    2. All intellectual property rights in or arising out of or in connection with the Services shall be owned by Avasam.
    3. Other than in relation to Third Party IP, you acknowledge that in respect of any third-party intellectual property rights, your use of any such intellectual property rights is conditional on Avasam obtaining a written licence from the relevant licensor as necessary and on such terms that will entitle Avasam to license such rights to you.
  12. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
    1. You specifically acknowledge and agree that your use of the Services shall be at your own risk. These Services are provided on an ‘as is’ basis, ‘as available’ and ‘with all faults’. We disclaim all implied warranties of title, merchantability, fitness for a particular purpose or non-infringement, as do our third-party service providers.
    2. In addition, you specifically acknowledge and agree that no oral or written information or advice provided by Avasam and/or its third-party service providers will be disclosed where it may be commercially sensitive without prior written permission.
    3. We will not be liable to you in respect of any business losses arising out of your use of the Services, including (without limitation) loss of or damage to profits, income, revenue, production, your general business, contracts, commercial opportunities or goodwill.
    4. We will not be liable to you in respect of any special, indirect or consequential loss or damage.
    5. We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.
    6. We will not be liable to you in respect of any loss or corruption of any data, database or software.
    7. You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the Website(s) or Platform(s) or these Terms and Conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).
  13. SUPPLIER PERFORMANCE LEVEL REQUIREMENTS
    1. Avasam Suppliers are expected to maintain or exceed a level of service delivery that will meet or exceed the expectations that supported Sales Channels expect of their Sellers to ensure that Avasam Sellers can sustain and build their business successfully on those platforms.
    2. The Performance Level Requirements for Suppliers are outlined in clauses 13.4 to 13.8. For ease of reference, a summary of the Performance Level Requirementsfor Suppliers is provided in table format in Appendix 1.
    3. Failure to comply with the Performance Level Requirements for Suppliers and the stipulated Compliance Rates may lead to penalties such as written non-compliance warnings from Avasam, mandatory downgrade(s) in Tier Status, account Suspension or account Termination. Where no Compliance Rates are stipulated it is expected that Suppliers will always be in full compliance of such terms and any failure to comply may lead to penalties such as written non-compliance warnings from Avasam, mandatory downgrade(s) in Tier Status, account Suspension or account Termination.
    4. Customer service:

      a) Orders should be dispatched within 24 hours of receipt and payment on Business Days. Suppliers should aim to dispatch orders received prior to 14:00 (2pm) on a Business Day that same day. Failing this, they must be dispatched the next Business Day with a Compliance Rate at or above 96%.Platinum Verified Suppliers should dispatch all orders received and paid prior to 14:00 (2pm)that same Business Day with a Compliance Rate at or above98%.

      i. A Compliance Rate below 96% is Below Standard and may lead to written warnings and a downgrading in account status. A Compliance Rate below 95% may lead to account Suspension. A Compliance Rate below 92%, or two Suspensions within a 12 month period, may lead to account Termination.

      b) Suppliers should respond to Seller Customer service enquiries within 24 hours on Business Days with a Compliance Rate at or above 96%.Platinum Verified Suppliers should respond the same Business Day a query is received, except where it is received during the last two (2) trading hours of the day in which case the Supplier should respond within the first two (2) trading hours of the following Business Day with a Compliance Rate at or above 98%.

      i. A Compliance Rate below 96% is Below Standard and may lead to written warnings and a downgrading in account status. A Compliance Rate below 95% may lead to account Suspension. A Compliance Rate below 92%, or two Suspensions within a 12 month period, may lead to account Termination.

      c) All Avasam Users are required to communicate to their Avasam partners using the Avasam DropShipping Platform Messaging System only. Messages are not permitted using external messaging systems or email.

      i. Failure to adhere to this clause may lead to account Suspension or account Termination.

      d) Suppliers are expected to maintain minimum service standards with respect to Items not being received by the End Customer or not being received within the expected timeframe. Suppliers are required to maintain a Compliance Rate at or above96% and Platinum Verified Suppliers are required to maintain a Compliance Rate at or above98%.

      i. A Compliance Rate below 96% is Below Standard and may lead to written warnings and a downgrading in account status. A Compliance Rate below 95% may lead to account Suspension. A Compliance Rate below 92%, or two Suspensions within a 12 month period, may lead to account Termination.

      e) Suppliers are expected to maintain minimum service standards with respect to Items being defective or not being as described, including being misrepresented, incorrectly described or incorrectly photographed. Suppliers are required to maintain a Compliance Rate at or above98% and Platinum Verified Suppliers are required to maintain a Compliance Rate at or above99%.

      i. A Compliance Rate below 98% is Below Standard and may lead to written warnings and a downgrading in account status. A Compliance Rate below 97% may lead to account Suspension. A Compliance Rate below 95%, or two Suspensions within a 12 month period, may lead to account Termination.

      f) Suppliers are expected to maintain minimum service standards with respect to orders being cancelled owing to there being insufficient stock to fulfil the order. Suppliers are required to maintain a Compliance Rate at or above98% and Platinum Verified Suppliers are required to maintain a Compliance Rate at or above99%.

      i. A Compliance Rate below 98% is Below Standard and may lead to written warnings and a downgrading in account status. A Compliance Rate below 97% may lead to account Suspension. A Compliance Rate below 95%, or two Suspensions within a 12 month period, may lead to account Termination.
    5. Returns, exchanges, faulty and lost Items:

      a) Returns (as new Items, unopened and in original packaging but excluding underwear and other personal hygiene related items) should be accepted within 30 days of the dispatch. Platinum Verified Suppliers should accept such returns for up to 60 days.

      i. Failure to adhere to this clause may lead to written warnings, account Suspension or account Termination.

      b) Exchanges (as new Items, unopened and in original packaging but excluding underwear and other personal hygiene related items) should be accepted within 30 days of the dispatch.

      i. Failure to adhere to this clause may lead to written warnings, account Suspension or account Termination.

      c) Faulty Items should be accepted for refund or replacement within 30 days of dispatch. The deTermination and acceptance of an Item being deemed to be faulty rests with the Supplier. The Supplier is to undertake its best and fair professional judgement in this regard. However, should a dispute arise over such deTermination between a Supplier and Seller, Avasam will issue a ruling that shall be binding upon both Parties. Each Party shall be permitted up to one appeal.

      i. Failure to adhere to this clause may lead to written warnings, account Suspension or account Termination.

      d) Where an Item is demonstrably ‘not as described’, and can be shown to be markedly different from the picture, features and/or description of the listing at the time of purchase, then returns or exchanges should be accepted for 30 days after dispatch.

      i. Failure to adhere to this clause may lead to written warnings, account Suspension or account Termination.

      e) Where a replacement Item has been agreed with the Seller, the Supplier should dispatch the replacement Item within 48 hours (on Business Days) of receipt of the Item, or upon suitable photographic evidence that the original Item is unusable/damaged having been received. If the required replacement Item is not available in stock, then the Supplier should inform the Seller within 24 hours (on Business Days) and issue a refund within a further 24 hours. Suppliers are required to maintain a Compliance Rate at or above96% and Platinum Verified Suppliers are required to maintain a Compliance Rate at or above98%.

      i. A Compliance Rate below 96% is Below Standard and may lead to written warnings and a downgrading in account status. A Compliance Rate below 95% may lead to account Suspension. A Compliance Rate below 92%, or two Suspensions within a 12 month period, may lead to account Termination.

      f) Where a refund has been agreed with the Seller, the Supplier should process that refund within 72 hours of receipt of the Item, or upon suitable photographic evidence that the original Item is unusable/damaged having been received with a Compliance Rate at or above96%.Platinum Verified Suppliers should process the refund within 48 hours (on Business Days) with a Compliance Rate at or above98%.

      i. A Compliance Rate below 96% is Below Standard and may lead to written warnings and a downgrading in account status. A Compliance Rate below 95% may lead to account Suspension. A Compliance Rate below 92%, or two Suspensions within a 12 month period, may lead to account Termination.

      g) Where an Item is lost in the process of delivery, the Supplier must accept responsibility for the loss and immediately dispatch a replacement Item or issue a full refund (including cost of shipping) to the Seller as per the requirements outlined in this clause 13 for refunds and dispatching of replacement Items. It is the Supplier’s responsibility to then resolve the matter with the shipping provider concerned.

      i. Failure to adhere to this clause may lead to written warnings, account Suspension or account Termination.
    6. Shipping

      a) Return Items: the End Customer will pay shipping charges to return the Item to the Seller.
      b) Exchange Items: the End Customeror Seller will pay shipping charges to return the Item to the Seller. The Seller will pay the shipping charges to send the replacement Item to the End Customer.
      c) Incorrect Item received: the Supplier will pay shipping charges to receive the incorrect Item back from the End Customer and to send the correct Item back out to the End Customer.

      i. Failure to adhere to this clause may lead to written warnings, account Suspension or account Termination.

      d) Faulty Item received: the Supplier will pay shipping charges to receive the faulty Item back from the End Customer and to send the replacement Item back out to the End Customer.

      i. Failure to adhere to this clause may lead to written warnings, account Suspension or account Termination.

      e) Item not as described: Where an Item is demonstrably ‘not as described’, and can be shown to be markedly different from the picture, features and/or description of the listing at the time of purchase, then the Party responsible for the issue will pay shipping charges from and to the End Customer. This may be the Supplier (in instances where incorrect Item information has been uploaded into the Avasam DropShipping Platform) or the Seller (in instances where the Seller has amended the original Item details provided by the Supplier), and if neither Party can agree, Avasam’s decision will be final and binding on both Parties. Each Party may submit up to one appeal.

      i. Failure to adhere to this clause may lead to written warnings, account Suspension or account Termination.

      f) Third-leg shipping (where the Item is returned to the Seller by the End Customer, and must then be subsequently returned to the Supplier): The Seller is responsible for the associated shipping costs of returning the Item to the Supplier when it relates to an exchange or return, but may choose to aggregate a certain number of orders into a single bulk return package in order to save on shipping costs, as long as the Item(s) are returned to the Supplier within the periods defined in clause 13.5. The Supplier is responsible for the associated shipping costs of returning the Item to the Supplier when it relates to an incorrect, faulty or not as described Item.

      i. Failure to adhere to this clause may lead to written warnings, account Suspension or account Termination.

      g) Suppliers undertake to offer a fully tracked shipping service for the dispatch of any order that has a total monetary value (excluding shipping charges) of £20 or more.

      i. Failure to adhere to this clause may lead to written warnings, account Suspension or account Termination.

      h) At minimum, the Supplier should offer at least one 48-hour shipping service for the Items it sells on the Avasam DropShipping Platform. Platinum Verified Suppliers should offer at least 1 next day (24 hour) shipping service.

      i. Failure to adhere to this clause may lead to written warnings, account Suspension or account Termination.

      i) All Suppliers must offer shipping services to UK based End Customers. International shipping options are optional for Suppliers, although we strongly encourage you to offer such in order to achieve improved market reach and sales for the Items you sell on the Avasam DropShipping Platform. Platinum Verified Suppliers are requiredto offer shipping services to at least the European Union countries but are encouraged to also offer shipping services to geographic locations beyond this.

      i. Failure to adhere to this clause as applicable may lead to written warnings, account Suspension or account Termination.

    7. Product Data Integrity

      a) Suppliers will be required to uphold and maintain the quality of Product Data uploaded into the master Avasam product catalogue. This includes but is not limited to ensuring all of the following information and attributes have been uploaded accurately and are maintained correctly:

      i. Product description;
      ii. Product material;
      iii. Product colour;
      iv. Product dimensions;
      v. Product weight;
      vi. Product images;
      vii. Product brand;
      viii. Product size;
      ix. Product RRP;
      x. Product cost (sale) price;
      xi. Product category;
      xii. Product EAN / barcode;
      xiii. Quantity available.

      b) This is not a comprehensive list of all possible Product information and attributes and may be updated from time to time.

      c) All product data must be a fair and accurate representation of the product being offered for sale and must not over represent any benefits or features.

      d) Depending on the category of Product, some or all of the above Product attributes will be compulsory and it will not be possible to upload a Product into the Avasam DropShipping Platform unless such information is provided.

      e) Avasam will provide guidance and training to new Suppliers during the on boarding process as well as ongoing support in order to maintain the integrity of Product Data for the benefit of all users of the Avasam DropShipping Platform.

      f) Failure to adhere to this clause as applicable may lead to written warnings, account Suspension or account Termination.

    8. Dispute Resolution

      a) If the Seller raises a dispute, Suppliers should resolve the dispute with/for the Seller within 8 Business Days with a Compliance Rate at or above96%.Platinum Verified Suppliers should resolve disputes within 3 days with a Compliance Rate at or above98%.

      i. A Compliance Rate below 96% is Below Standard and may lead to written warnings and a downgrading in account status. A Compliance Rate below 95% may lead to account Suspension. A Compliance Rate below 92%, or two Suspensions within a 12 month period, may lead to account Termination.

      b) Suppliers are expected to maintain minimum service standards with respect to the number of unresolved dispute cases that have been escalated to Avasam for arbitration and subsequently lost by the Supplier with a Compliance Rateat or above 80%. Platinum Verified Suppliers are required to maintain a Compliance Rateat or above 90%.

      i. A Compliance Rate below 80% is Below Standard and may lead to written warnings and a downgrading in account status. A Compliance Rate below 70% may lead to account Suspension. A Compliance Rate below 60%, or two Suspensions within a 12 month period, may lead to account Termination.

      c) In the case of a dispute between Seller and Supplier regarding an issue with anItem, whether dispatch, arrival, Item not as described or otherwise, Avasam should be notified, and will investigate. Both Parties will be bound by and accept Avasam’s decision in the matter as final but each will be permitted one appeal. Where Avasam finds in favour of the Seller, then the Supplier must refund the cost of the Item in full (including postage & packaging), or resend a suitable replacement Item to the End Customer within the periods defined in clause 13.5 and as per Avasam’s instruction.

      i. Failure to adhere to this clause as applicable may lead to written warnings, account Suspension or account Termination.
  14. SELLER PERFORMANCE LEVEL REQUIREMENTS
    1. Avasam Sellers are expected to maintain or exceed a level of service delivery to their Suppliers.
    2. The Performance Level Requirements for Sellers are outlined in clauses 14.4 to 14.6. For ease of reference, a summary of the Performance Level Requirements for Sellers is provided in table format in Appendix 2.
    3. Failure to comply with the Performance Level Requirements for Sellers and the stipulated Compliance Rates may lead to penalties such as written non-compliance warnings from Avasam, mandatory downgrade(s) in Tier Status, account Suspension or account Termination. Where no Compliance Rates are stipulated it is expected that Sellers will always be in full compliance of such terms and any failure to comply may lead to penalties such as written non-compliance warnings from Avasam, mandatory downgrade(s) in Tier Status, account Suspension or account Termination.
    4. Customer service:

      a) Sellers are expected to inform Suppliers of an order cancellation by no later than 10:00 (10am) on the day of dispatch with a Compliance Rate at or above96%. Guru and Business level Sellers are expected to maintain a Compliance Rate at or above98%.

      i. A Compliance Rate below 96% is Below Standard and may lead to written warnings and a downgrading in account status. A Compliance Rate below 95% may lead to account Suspension. A Compliance Rate below 92%, or two Suspensions within a 12 month period, may lead to account Termination.

      b) Sellers are expected to respond to all reasonable queries sent by Suppliers via the Avasam DropShipping Platform Messaging System within 24 hours (on Business Days) with a Compliance Rate at or above96%. Guru and Business level Sellers are expected to maintain a Compliance Rateat or above98%.

      i. A Compliance Rate below 96% is Below Standard and may lead to written warnings and a downgrading in account status. A Compliance Rate below 95% may lead to account Suspension. A Compliance Rate below 92%, or two Suspensions within a 12 month period, may lead to account Termination.

      c) All Avasam Users are required to communicate to their Avasam partners using the Avasam DropShipping Platform Messaging System only. Messages are not permitted using external messaging systems or email.

      i. Failure to adhere to this clause may lead to account Suspension or account Termination.
    5. Shipping:

      a) Return Items: the End Customer will pay shipping charges to return the Item to the Seller.
      b) Exchange Items: the End Customer or Seller will the pay shipping charges to return the Item to the Seller. The Seller will pay the shipping charges to send the replacement Item to the End Customer.
      c) Incorrect Item received: the Supplier will pay shipping charges to receive the incorrect Item back from the End Customer and to send the correct Item back out to the End Customer.
      d) Faulty Item received: the Supplier will pay shipping charges to receive the faulty Item back from the End Customer and to send the replacement Item back out to the End Customer.

      i. Failure to adhere to this clause may lead to written warnings, account Suspension or account Termination.

      e) Item not as described: Where an Item is demonstrably ‘not as described’, and can be shown to be markedly different from the picture, features and/or description of the listing at the time of purchase, then the Party responsible for the issue will pay shipping charges from and to the End Customer. This may be the Supplier (in instances where incorrect Item information has been uploaded into the Avasam DropShipping Platform) or the Seller (in instances where the Seller has amended the original Item details provided by the Supplier), and if neither Party can agree, Avasam’s decision will be final and binding on both Parties. Each Party may submit up to one appeal.

      i. Failure to adhere to this clause may lead to written warnings, account Suspension or account Termination.

      f) Third-leg shipping (where the Item is returned to the Seller by the End Customer, and must then be subsequently returned to the Supplier): The Seller is responsible for the associated shipping costs of returning the Item to the Supplier when it relates to an exchange or return, but may choose to aggregate a certain number of orders into a single bulk return package in order to save on shipping costs, as long as the Item(s) are returned to the Supplier within the periods defined in clause 13.5. The Supplier is responsible for the associated shipping costs of returning the Item to the Supplier when it relates to an incorrect, faulty or not as described Item.

      i. Failure to adhere to this clause may lead to written warnings, account Suspension or account Termination.
    6. Dispute Resolution

      a) If the Supplier raises a dispute, Sellers should resolve the dispute with/for the Supplier within 8 Business Days with a Compliance Rate at or above 96%.Guru or Business Sellers should resolve disputes within 3 days with a Compliance Rate at or above 98%.

      i. A Compliance Rate below 96% is Below Standard and may lead to written warnings and a downgrading in account status. A Compliance Rate below 95% may lead to account Suspension. A Compliance Rate below 92%, or two Suspensions within a 12 month period, may lead to account Termination.

      b) Sellers are expected to maintain minimum service standards with respect to the number of unresolved dispute cases that have been escalated to Avasam for arbitration and subsequently lost by the Seller with a Compliance Rate at or above 80%. Guru or Business Sellers are required to maintain a Compliance Rate at or above 90%.

      i. A Compliance Rate below 80% is Below Standard and may lead to written warnings and a downgrading in account status. A Compliance Rate below 70% may lead to account Suspension. A Compliance Rate below 60%, or two Suspensions within a 12 month period, may lead to account Termination.

      c) In the case of a dispute between Seller and Supplier regarding an issue with an Item, whether dispatch, arrival, Item not as described or otherwise, Avasam should be notified, and will investigate. Both Parties will be bound by and accept Avasam’s decision in the matter as final but each will be permitted one appeal.

      i. Failure to adhere to this clause as applicable may lead to written warnings, account Suspension or account Termination.
  15. FEEDBACK & REVIEWS
    1. Avasam engages willingly with its Customers for feedback and ideas regarding its services, to ensure it is meeting its obligations under the Terms and Conditions, as well as Avasam’s own mission and core values. These suggestions might be regarding current features or new features and henceforth referred to as “Feedback”.
    2. This Feedback might be directly with the Customer, or it may be via external and public channels, including social media and review websites outside of Avasam’s control.
    3. Under no circumstances, however, will such Feedback or suggestions be construed as obligating Avasam to confidentiality or expectation of compensation.
    4. When you submit Feedback to Avasam, whether directly, or via a third-party service or platform, you waive any and all rights over the content of that Feedback, and Avasam is free to implement or use that Feedback, whether wholly or after its own modification, without requiring a license from you, or from the third-party whose platform you used for that Feedback.Moreover, where the Feedback you provide is in public forums such as social media or a review site, then such reviews or other written/spoken content should be true and complete. Where this is not the case, Avasam reserves the right, without obligation, to remove or request removal (or editing) of such feedback that is not accurate or is injurious, false or slanderous.
  16. LIMITATION OF LIABILITY
    1. In no event shall Avasam and its third-party providers be liable to you or any other person or third-party entity in respect of any direct, indirect, incidental, special, punitive or consequential damages whatsoever, regardless of cause.
    2. Avasam shall not be held liable to any Seller(s) for the underperformance of one or more Suppliers in relation to the Suppliers’ obligations under clause 13.
    3. Avasam shall not be held liable to any Supplier(s) for the underperformance of one or more Sellers in relation to the Sellers’ obligations under clause 14.
  17. INDEMNITY
    1. You agree to protect, defend, indemnify and hold harmless Avasam and our third-party service providers from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, legal fees) imposed upon or incurred by Avasam directly or indirectly arising from:
      a) Your use of the Services;
      b) Your violation of any provision of these Terms and Conditions; and/or
      c) Your violation of any third-party right, including without limitation any intellectual property or other proprietary right.
    2. You acknowledge and agree that you will protect, defend, indemnify and hold harmless us from and against any and all claims imposed upon or incurred by us directly or indirectly arising from your use or misuse of any third-party images and/or software. You acknowledge and agree that the providers of the third-party images and/or software are third-party beneficiaries to these Terms and Conditions for purposes of enforcing only their rights under these Terms and Conditions.
    3. This clause shall survive any Termination or expiration of these Terms and Conditions or your use of the development services.
  18. DATA PROTECTION, USER DATA AND COOKIES
    1. The User(s) and Avasam undertake to comply with the provisions of the Data Protection Act 2018, The General Data Protection Register, and any data protection legislation applicable in any jurisdiction in so far as the same relates to the provisions and obligations of these Terms and Conditions.
    2. It is your sole responsibility to ensure that the Services are not used in any way that infringes data protection legislation. For the avoidance of doubt, Avasamaccepts no responsibility whatsoever for any such infringement or alleged infringement.
    3. Our Website(s) and Platform(s) store cookies on the computer of the Customer or User. These cookies are used to collect information about how you interact with our Website(s) or Platform(s) and allow us to remember you. We use this information in order to improve and customize your browsing experience and for analytical purposes. To find out more about the cookies we use, please refer to our Privacy Policy. By accepting these Terms and Conditions you are consenting to accept the use of cookies on our Website(s) and Platform(s).
  19. SUCCESSORS AND ASSIGNS
    1. These Terms and Conditions shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, successors and assigns.
  20. NO THIRD-PARTY BENEFICIARIES
    1. A person who is not a Party to the Contract shall not have any rights to enforce its terms.
  21. GOVERNING LAW
    1. This agreement shall be governed by and construed in accordance with the laws of England and Wales, and any dispute arising out of these Terms and Conditions shall submit to the exclusive jurisdiction of the courts of England and Wales.
    2. Avasam makes no representation or warranty that the Services are appropriate in every country or jurisdiction, and use of the Services from countries or jurisdictions where its content is illegal is prohibited. Users who choose to use the Services are responsible for compliance with all local laws, rules and regulations.
  22. WAIVER
    1. The failure of a User or Avasam to exercise or enforce any right under these Terms and Conditions shall not be deemed to be a waiver of that right, nor operate to bar the exercise or enforcement of it at any time or times thereafter.
  23. TITLES AND HEADINGS
    1. The titles and headings of these Terms and Conditions are for convenience and ease of reference only and shall not be utilised in any way to construe or interpret the agreement of the Parties as otherwise set forth herein.
  24. SEVERABILITY
    1. Each covenant and provision in these Terms and Conditions shall be construed for all purposes to be a separate and independent covenant or provision. If a court of competent jurisdiction holds any provision (or portion of a provision) of these Terms and Conditions to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of these Terms and Conditions shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.
  25. CONTACT DETAILS
    1. Our address is:
      Avasam Ltd
      9 Oliver Business Park
      London
      NW10 7JB
      UK
    2. Our customer service email address and telephone number are:
      Email: [email protected]
      Telephone: +44 (0) 330 113 7788

APPENDIX 1

SUMMARY SUPPLIER PERFORMANCE LEVEL MATRIX

Avasam Platinum Verified SuppliersGeneral Avasam Suppliers /
Avasam Verified Suppliers
Below standardSuspensionTerminationExplanatory notes
Customer service
Order dispatch timeWithin 24 hours (Business Days)
All orders received before 1400 must be dispatched the same day
Compliance Rate ≥ 98%
Within 24 hours (Business Days)
Compliance Rate ≥ 96%
Below 96%Below 95%
Plan of action required
Below 92%
Or 2 Suspensions within 12 months
The time taken to dispatch new orders from the moment the order is received and upload shipping tracking numbers as appropriate.
Customer service response timeSame day (unless received in the last 2 working hours, then rolls to the first 2 hours of the following Business Day)
Compliance Rate ≥ 98%
24 hours (Business Days)
Compliance Rate ≥ 96%
Below 96%Below 95%
Plan of action required
Below 92%
Or 2 Suspensions within 12 months
The time taken to respond to any customer (Seller) service query from the moment the query is received.
Requirement for all communications to be via the Avasam Platform Messaging SystemYes, mandatoryYes, mandatoryNon-complianceNon-complianceNon-complianceAll Avasam Users are required to communicate to their Avasam partners using the Avasam Platform Messaging System only. Messages are not permitted using external messaging systems or email.
Item not received
(or received late due to incorrect shipping service)
Compliance Rate ≥ 98%Compliance Rate ≥ 96%Below 96%Below 95%
Plan of action required
Below 92%
Or 2 Suspensions within 12 months
Orders not received by the End Customer or orders dispatched under an incorrect shipping service causing a delay to the Item delivery.
Defective Item or Item not as describedCompliance Rate ≥ 99%Compliance Rate ≥ 98%Below 98%Below 97%
Plan of action required
Below 95%
Or 2 Suspensions within 12 months
Wrong (including wrong product information) or faulty Item is received by the End Customer.
Out of stock order cancellationsCompliance Rate ≥ 99%Compliance Rate ≥ 98%Below 98%Below 97%
Plan of action required
Below 95%
Or 2 Suspensions within 12 months
Cancelation of the Seller’s order because the Item is out of stock (inventory mismanagement).
Returns, exchanges, faulty and lost Items
Returns accepted
(# of days)
60 days
(as new, unused, with original packaging)
30 days
(as new, unused, with original packaging)
Non-complianceNon-complianceNon-complianceNumber of days post sale that the Seller (acting on behalf of an End Customer) can return an Item for refund, regardless of reason given. Excluding underwear and other personal or hygiene items.
Exchanges accepted
(# of days)
30 days
(as new, unused, with original packaging)
30 days
(as new, unused, with original packaging)
Non-complianceNon-complianceNon-complianceNumber of days post sale that the Seller (acting on behalf of an End Customer) can exchange an Item regardless of reason given. Excluding underwear and other personal or hygiene items.
Faulty Items accepted
(# of days)
30 days30 daysNon-complianceNon-complianceNon-complianceNumber of days post sale that the Seller (acting on behalf of an End Customer) can return an Item for refund or replacement on the grounds of it being faulty as proven by return of the Item or suitable photographic evidence.
Not-as-described Items accepted
(# of days)
30 days30 daysNon-complianceNon-complianceNon-complianceNumber of days post sale that the Seller (acting on behalf of an End Customer) can return an Item for refund or replacement on the grounds of it being different to how it has been described / photographed as proven by return of the Item or suitable photographic evidence.
Faulty Items dispatch time
(following receipt of returned Item or photographic proof of fault)
48 hours (Business Days)
Must inform Seller within 24 hours (Business Days) if out of stock and refund within a further 24 hours
Compliance Rate ≥ 98%
48 hours (Business Days)
Must inform Seller within 24 hours (Business Days) if out of stock and refund within a further 24 hours
Compliance Rate ≥ 96%
Below 96%Below 95%
Plan of action required
Below 92%
Or 2 Suspensions within 12 months
The time taken to dispatch a replacement Item from the moment the returned Item has been received or suitable (photographic) proof of the faulty Item has been provided by the Seller.
Refunds processing time
(following receipt of Item back to the Supplier)
48 hours (Business Days)
Compliance Rate ≥ 98%
72 hours (Business Days)
Compliance Rate ≥ 96%
Below 96%Below 95%
Plan of action required
Below 92%
Or 2 Suspensions within 12 months
The time taken to process a refund to the Seller following receipt of a returned Item.
Lost Item responsibilitySupplierSupplierNon-complianceNon-complianceNon-complianceThe Party responsible for an Item that is lost prior to it being received by the Seller’s End Customer.
Lost Item actionRefund in full (inc. P&P) or resend ItemRefund in full (inc. P&P) or resend ItemNon-complianceNon-complianceNon-complianceThe action to be taken once an Item has been deemed to have been lost.
Shipping
Return Items shipping charges

(inbound)

End CustomerEnd CustomerThe Party responsible for paying the Item return shipping charges.
Exchange Items shipping charges paid by
(inbound / outbound)
End Customer or Seller / SellerEnd Customer or Seller / SellerNon-complianceNon-complianceNon-complianceThe Party responsible for paying the Item shipping charges on each of the inbound (from End Customer to Seller) and outbound (from Supplier to End Customer) legs.
Incorrect Items shipping charges paid by
(inbound / outbound)
Supplier / SupplierSupplier / SupplierNon-complianceNon-complianceNon-complianceThe Party responsible for paying the Item shipping charges on each of the inbound (from End Customer to Seller) and outbound (from Supplier to End Customer) legs.
Faulty Items shipping charges paid by
(inbound / outbound)
Supplier / SupplierSupplier / SupplierNon-complianceNon-complianceNon-complianceThe Party responsible for paying the Item shipping charges on each of the inbound (from End Customer to Seller) and outbound (from Supplier to End Customer) legs.
Not-as-described Items shipping charges paid by
(inbound / outbound)
Fault Party / fault PartyFault Party / fault PartyNon-complianceNon-complianceNon-complianceThe Party responsible for paying the Item shipping charges on each of the inbound (from End Customer to Seller) and outbound (from Supplier to End Customer) legs.
‘Third-leg’ (to Supplier from Seller) shipping charges paid bySeller for exchange / return
Supplier for incorrect / faulty / not-as-described
Seller for exchange / return
Supplier for incorrect / faulty / not-as-described
Non-complianceNon-complianceNon-complianceThe Party responsible for paying the Item shipping charges for any exchange, incorrect, faulty or not-as-described Items being returned to the Supplier from the Seller.
Mandatory tracked shipping servicesOrders over £20 in value
(excluding shipping)
Orders over £20 in value
(excluding shipping)
Non-complianceNon-complianceNon-complianceThe threshold for requiring the Supplier to ship the Item via a tracked shipping service
Mandatory expedited shipping serviceAt least one next day (24 hour) delivery service should be offeredAt least one 48 hour delivery service should be offeredNon-complianceNon-complianceNon-complianceAny minimum expedited shipping option that Suppliers must offer to Sellers.
International shippingShipping to UK customers is mandatory
EU Shipping is mandatory
Global shipping is encouraged
Shipping to UK customers is mandatory
EU shipping is encouraged
Non-complianceNon-complianceNon-complianceIf applicable, the requirement for Suppliers to offer at least one international (EU) shipping option.
Dispute resolution
DisputesWithin 3 days (Business Days)
Compliance Rate ≥ 98%
Within 8 days (Business Days)
Compliance Rate ≥ 96%
Below 96%Below 95%
Plan of action required
Below 92%
Or 2 Suspensions within 12 months
The time taken to resolve a dispute with a Seller (acting on behalf of an End Customer) from the moment the dispute has been raised.
Unresolved dispute case loses
(having been escalated to Avasam for arbitration)
Compliance Rate ≥ 90%Compliance Rate ≥ 80%Below 80%Below 70%
Plan of action required
Below 60%
Or 2 Suspensions within 12 months
The number of times a Supplier loses an escalated case resolution.
Arbitration rulingsAvasam’s decision is final and binding
1 appeal is permitted per ruling
Avasam’s decision is final and binding
1 appeal is permitted per ruling
Non-complianceNon-complianceNon-complianceShould a dispute arise between the Supplier and Seller that cannot be resolved, Avasam will evaluate the evidence and formulate a ruling that is binding on both Parties.
Arbitration consequenceRefund in full (inc. P&P), resend Item or as per Avasam instructionRefund in full (inc. P&P), resend Item or as per Avasam instructionNon-complianceNon-complianceNon-complianceThe action to be taken by the Supplier upon a ruling in favour of the Seller (acting on behalf of the End Customer).
Other
Mandatory language translationNo requirementNo requirementn/an/an/aWhether or not it is mandatory for the Supplier to translate their product descriptions into foreign languages to better facilitate international sales.
Prohibited ItemsAs per separate Prohibited Items sheetAs per separate Prohibited Items sheetNon-complianceNon-complianceNon-complianceItems that cannot be sold on Avasam. All Items listed are strictly prohibited.

Note: where any inconsistencies exist between the terms outlined in clause 13 and this summary table, the most stringent of the two performance levels shall apply.

APPENDIX 2:

SUMMARY SELLER PERFORMANCE LEVEL MATRIX

Guru / BusinessAdvanced / Starter / FreeBelow standardSuspensionInstant TerminationExplanatory notes
Customer service
Order cancellationsInform supplier by no later than 10am on the day of dispatch
Compliance Rate ≥ 98%
Inform supplier by no later than 10am on the day of dispatch
Compliance Rate ≥ 96%
Below 96%Below 95%
Plan of action required
Below 92%
Or 2 Suspensions within 12 months
Seller cancels an order prior to the Item being dispatched by the Supplier
Responding to SuppliersWithin 24 hours (Business Days)
Compliance Rate ≥ 98%
Within 24 hours (Business Days)
Compliance Rate ≥ 96%
Below 96%Below 95%
Plan of action required
Below 92%
Or 2 Suspensions within 12 months
Sellers to respond to all reasonable queries sent by Suppliers via the Avasam Platform Messaging System within 24 hours (on Business Days)
Requirement for all communications to be via the Avasam Platform Messaging SystemYes, mandatoryYes, mandatoryNon-complianceNon-complianceNon-complianceAll Avasam Users are required to communicate to their Avasam partners using the Avasam Platform Messaging System only. Messages are not permitted using external messaging systems or email
Shipping
Return Items shipping charges

(inbound)

End CustomerEnd CustomerThe Party responsible for paying the Item return shipping charges.
Exchange Items shipping charges paid by
(inbound / outbound)
End Customer or Seller / SellerEnd Customer or Seller / SellerNon-complianceNon-complianceNon-complianceParty responsible for paying the Item shipping charges on each of the inbound (from End Customer to Seller) and outbound (from Supplier to End Customer) legs
Incorrect Items shipping charges paid by
(inbound / outbound)
Supplier / SupplierSupplier / SupplierNon-complianceNon-complianceNon-complianceParty responsible for paying the Item shipping charges on each of the inbound (from End Customer to Seller) and outbound (from Supplier to End Customer) legs
Faulty Items shipping charges paid by
(inbound / outbound)
Supplier / SupplierSupplier / SupplierNon-complianceNon-complianceNon-complianceParty responsible for paying the Item shipping charges on each of the inbound (from End Customer to Seller) and outbound (from Supplier to End Customer) legs
Not-as-described Items shipping charges paid by
(inbound / outbound)
Fault Party / fault PartyFault Party / fault PartyNon-complianceNon-complianceNon-complianceParty responsible for paying the Item shipping charges on each of the inbound (from End Customer to Seller) and outbound (from Supplier to End Customer) legs
‘Third-leg’ (to Supplier from Seller) shipping charges paid bySeller for exchange / return
Supplier for incorrect / faulty / not-as-described
Seller for exchange / return
Supplier for incorrect / faulty / not-as-described
Non-complianceNon-complianceNon-complianceParty responsible for paying the Item shipping charges for any exchange, incorrect, faulty or not-as-described Items being returned to the Supplier from the Seller
Dispute resolution
DisputesWithin 3 days (Business Days)
Compliance Rate ≥ 98%
Within 8 days (Business Days)
Compliance Rate ≥ 96%
Below 96%Below 95%
Plan of action required
Below 92%
Or 2 Suspensions within 12 months
Time taken to resolve a dispute with a Seller (acting on behalf of an End Customer) from the moment the dispute has been raised
Unresolved dispute case loses
(and subsequently escalated to Avasam for arbitration)
Compliance Rate ≥ 90%Compliance Rate ≥ 80%Below 80%Below 70%
Plan of action required
Below 60%
Or 2 Suspensions within 12 months
The number of times a Supplier loses an escalated case resolution
Arbitration rulingsAvasam’s decision is final and binding
1 appeal is permitted per ruling
Avasam’s decision is final and binding
1 appeal is permitted per ruling
Non-complianceNon-complianceNon-complianceShould a dispute arise between the Seller and Supplier that cannot be resolved, Avasam will evaluate the evidence and formulate a ruling that is binding on both Parties
Arbitration consequenceAs per Avasam instructionAs per Avasam instructionNon-complianceNon-complianceNon-complianceImplication for the Seller upon a ruling in favour of the Supplier

Note: where any inconsistencies exist between the terms outlined in clause 14 and this summary table, the most stringent of the two performance levels shall apply.