ATTENTION: This legal notice applies to the entire contents of the Website under the domain name http://www.Doobay.com (Website) and to any correspondence by e-mail between us and you. Please read these terms carefully before using the Website. Using the Website indicates that you accept these terms regardless of whether or not you choose to register with us.
1) If you do not accept these terms, do not use the Website. You may access most areas of the Website without registering your details with us. Certain areas of the Website are only open to you if you register.
1.1 By accessing any part of the Website, you shall be deemed to have accepted this legal notice in full.
1.2 If you do not accept this legal notice in full, you must leave the Website immediately.
1.3 The Company may revise this legal notice at any time by updating this posting. You should check the Website from time to time to review the then current legal notice, because it is binding on you. Certain provisions of this legal notice may be superseded by expressly designated legal notices or terms located on particular pages at the Website.
2.1 You are permitted to print and download extracts from the Website for your own use on the following basis:
2.2 No documents or related graphics on the Website are modified in any way
2.3 No graphics on the Website are used separately from the corresponding text
2.4 The Company's copyright and trade mark notices and this permission notice appear in all copies.
1 Scope and term
(1) Doobay Online Marketplace FZ-LLC (“DOOBAY”) owns and operates a platform in the United Arab Emirates that allows merchants to list and sell their products to the public over the internet. This platform is currently provided on the website www.Doobay.com, but may be provided on different websites or applications in the future.
(2) The seller will have the opportunity to sell their products on the DOOBAY platform. DOOBAY is entitled to accept purchases on behalf of the seller. The service provided by DOOBAY is limited to referring customers to the seller and accepting orders and payments on their behalf. In addition to this at DOOBAY's discretion they may provide the seller with analytics about the performance of the seller's products and additional marketing support. This support may be reflective of the agreed level of commission.
(3) The seller authorizes DOOBAY to accept binding orders from customers on their behalf.
(4) DOOBAY may carry out changes to the website or service, or suspend the service, without notice.
(5) This Agreement is a framework agreement which sets out the terms and conditions under which the Merchant referred as seller may agrees to sell their products on Doobay Marketplace.
(1.1) This Agreement will commence on the Start Date and continue for an initial term of twelve (12) months. Thereafter this Agreement shall automatically continue unless and until either party terminates this Agreement on no less than thirty (30) days’ written notice.
(1.2) Either Party may terminate this Agreement on immediate written notice if the other party materially breaches this Agreement and fails to correct the breach within fourteen (14) days following written notice from the other party specifying the breach and requiring the breach to be remedied or (to the extent permitted by Applicable Laws) becomes insolvent or suffers any insolvency related event.
2. DOOBAY's rights and obligations
(2) DOOBAY will present on the website the approved products listed by the seller. The seller will be responsible for listing their own products.
(3) DOOBAY is authorised to accept binding sales on behalf of the seller and will be careful to pass order data on to the seller as well as technology allows.
(4) In order to maintain its reputation for quality and high standard of service, DOOBAY reserves the right to terminate the relationship with the seller if the seller repeatedly receives bad reviews or complaints, or fails to comply with our recommendations.
3. Seller's rights and obligations
(1) (1) The seller is obliged to provide all the information necessary when listing a product on marketplace.Doobay.com. This should include but is not limited to, a detailed title and sub-title, price, quantity, picture and description. The seller must never knowingly deceive a potential customer by misrepresenting their product/s. The seller must notify DOOBAY of any changes to the detail of their listings while uploaded on the site.
(2) The seller guarantees that information listed on DOOBAY relating to his products satisfies all legal requirements, and in particular satisfies information requirements for consumer protection.
(3) The seller will be responsible for keeping an up-to-date inventory of all their products listed on DOOBAY.
(4) The seller guarantees that the information provided by him does not violate any third party's copyright.
(5) The seller will contact the customers no more than is necessary for processing the transactions referred by DOOBAY. In particular, the seller will not send any advertising email or other commercial advertisements to the customer without prior agreement from DOOBAY or the expressed wish of the customer. When delivering products sold via DOOBAY, the seller will not advertise any of DOOBAY's competitors.
(6) The seller will process orders and arrange delivery with all reasonable care the moment the seller receives confirmation of sale through the DOOBAY site, email and/or text message. The delivery options and time indicated on their listing is binding, orders should be fulfilled within 1 working day. The seller is required to keep his advertised products and services available to the best of his ability. Repeated stock-outs will result in the removal of the seller and all their products from the DOOBAY's platform.
(7) If the seller cannot fulfill an order submitted to him, he must notify DOOBAY as soon as possible, and within 1 day of receiving the order at the latest.
(8) The seller agrees to adhere to his range of products and prices as provided to DOOBAY and as described on their listing on the website. The seller guarantees that there are no ongoing criminal, bankruptcy or tax proceedings or other penalties outstanding in relation to the products they are selling through the platform. The seller further guarantees to take great care to keep up-to- date his range of products, stock count, prices and associated terms and conditions, like delivery fees.(9) The seller adheres to the refund and return policy as mutually agreed based on product category and usage of products to be covered under refund and return. (10) The seller representative is to provide DOOBAY with a copy of his/her official IDs, Business License copy, permits and registration at the contract signature.
4 .Content and Photography
(1) The seller would provide all necessary information required (in digital format preferably)about the product for a content rich product display.
(2) The seller would provide product pictures which do not infringe copyright, to display their products on Doobay website. All liability of content rests with the sellers in case of any dispute arising due to copyright or other legal issues.
(3) If the seller does not have the product pictures in the prescribed format and quality, Doobay would send its photography team at the sellers premise for the photo shot. The seller would facilitate all help and bear the cost of this photo shoot.
(4) The photoshot would be conducted in part free/paid basis as mentioned in Annexure.
(5) The display right of all products shot on Doobay’s expense would stay with Doobay, incase /after the sellers leaves the Doobay platform.
5. Order Management
(1) Doobay reserves the right to select the products to be displayed on its Website. Doobay also reserves the right to determine the Sellers who may sell on the Website.
(2) Doobay shall receive Orders for the products displayed/distributed on behalf of Seller only in the capacity of the entity that provides an access to Website, marketing and distribution channel to the Seller. In the event payments are collected by Doobay on behalf of the Seller, in the mode/s as conveyed to the Buyers, the same will be collected while acting as an agent of the Seller with the sole intent of facilitating the transactions of the Seller.
(3) Doobay shall provide the necessary backend infrastructure, like call centre, order management system, etc., for capturing the Buyer/order details placed on the Sellers. Orders placed by Buyer will be forwarded to the Seller for packaging and dispatch of products to the end Buyers. Doobay will separately inform the Seller regarding the modalities involved to access the Orders of Buyers, by way of direct access through a “Merchant/Seller Panel” and packaging guidelines shall be shared through email.
(4) Seller shall provide content & images (legally owned by it) of its products to be displayed at Website. Seller will update the dispatch details on the Seller Panel provided by Doobay or any other mode as may be notified by Doobay from time to time.
(5) On receipt of the Order, Seller will make the products ready for dispatch along with corresponding invoices in favour of buyer within 2 (two) working days. In case of delay, Doobay will be immediately informed by Seller, along with the expected time of dispatch, so that the Buyer may be appropriately informed. In case Seller fails to make the product ready for dispatch Buyer within the period as stipulated above, Doobay will be nonetheless be entitled to the marketing fee on the product as agreed to in this Agreement. However, Seller agrees to package and dispatch the product strictly as per the mandate and/or any guidelines given by Doobay from time to time. Seller also undertakes that it shall not promote its products, services, offers, packages, etc to the Buyer directly, indirectly and /or through email, sms or any other electronic or physical mode.6. Commission & Seller Payments
(1) The seller agrees to pay DOOBAY a fixed percentage commission on the gross revenue from the sales made through the DOOBAY platform. Depending on the category it may be appropriate to agree different commission percentages for certain items or product categories, as suggested in the attached Annexure with MSUC.
(2) Seller shall quote best, lowest and competitive prices (inclusive of all applicable taxes) of the products to be displayed on the Website, Seller will be responsible for payment of all applicable sales tax/VAT. Seller authorizes Doobay in the capacity of marketing agent to discover and display the market price payable by the Buyer, basis the competitive pricing prevalent in the market. Seller shall be communicated of the market price and shall abide by that price as may be discovered or displayed by Doobay from time to time. However, Seller will have full right to withdraw the products from Website, if it dissents with price discovered by Doobay and has notified the same to Doobay. All such withdrawals will take effect within 12- 24 hours from notification to the Doobay.
(3) Doobay further reserves the right to run promotions offering several benefits/discounts to the Buyer on the Website.
(4) Doobay shall release the payment on the following basis, i.e., DOOBAY is to send a monthly statement of confirmed orders to the Seller by the 10th of each month after which the seller will have 20 days for verification and commission settlement., respectively after deducting Doobay’s fees as mention in the MSUC, Doobay shall make the Seller payment via Cheque/ RTGS/ NEFT. DOOBAY shall remit to the seller within (45) days from the close of the month all process from the sales made by the seller less valid customer returns and whatever fees, and charges that DOOBAYis entitled to under the agreement.
(5) DOOBAY may start charging additional fees for the sale of goods through the platform at any point. These may include but are not limited to, listing fees, multiple photos fees and enhanced marketing fees. In the event of the introduction of further fees, the seller will be notified prior to their commencement in writing and they will have the option to opt out.
(6) DOOBAY reserves the right to adjust the percentage commission, providing suitable notice is served in advance to the seller. DOOBAY will give the merchant adequate notice of any commission changes, in writing. This does not cover adjustments that constitute a material change of the contract terms, which would require an additional agreement on the change.
7. Customer online payment
(1) In case of electronic payment by the customer (e.g. by credit card, debit card, or Wireless online Transfer), DOOBAY collects the payment for the relevant order in DOOBAY's name on behalf of the seller, and pays it out to the seller according to the invoicing agreement.
(2) The seller will keep receipts of deliveries to customers for at least 13 months and make those available on request. In case of problems that may cause the order to be rescinded, or in case of a delivery failure, the seller must immediately notify DOOBAY by phone so that the credit card payment may be cancelled.
(3) The seller bears the risk of abuse of the payment medium (e.g. of credit card or debit card fraud). If a fraudulent payment has been credited to the seller, DOOBAY reserves the right to correct the amount the merchant is invoiced to offset this payment.
8. Logistics and Consumer rights
(1) The ownership in the products will be transferred to the Buyer after successful delivery at the destination provided by Buyer, until which the ownership in the product shall be with Seller only.
(2) As a large market place, Doobay will extend its services to Sellers by giving mandates to logistic partner for facilitating the smooth functioning of the transaction between the Seller and Buyer. Any damage in transit on account of inadequate/unsuitable packaging will be to the account of Seller. However, anydamage to the product in transit due to mishandling by the logistic partner, Doobay will facilitate the recovery from logistic partner. All orders placed on Website are covered under “TrustPay 100% Moneyback Guaratnee” programme; hereby Seller agrees to fulfill the commitments made under the abovementioned programme specified at the Website at URL http://www.Doobay.com/info/TrustPay. The said programme protects Buyer against inadequate or non-performance by Seller.
(3) The Seller hereby agrees to accept all sales return COD (Cash on Delivery) or Non COD (Non- Cash on Delivery), which are refused/not accepted by the Buyer at the time of delivery.
(4) Seller will offer standard manufacturers or seller warranty actually associated with the products. However, the Parties agree that repair, replacement or 100% (one hundred percent) refund of money will be given to the Buyer against manufacturing defect or damage, Seller shall issue a suitable, duly stamped, manufacturer’s warranty card to the Buyer with the product at the time of dispatch of the products, if applicable. The Parties also agree and acknowledge that the primary and sole responsibility for redressal of Buyer complaints will rest solely with the Seller at all times.
(1) The seller indemnifies DOOBAY from all claims arising in relation to matters outside DOOBAY's control, including but not limited to the quality of goods and services provided by the seller. The seller further indemnifies DOOBAY from third parties' claims resulting from any violation of laws and regulations by the seller.
(2) DOOBAY cannot guarantee that its service will be free from all malfunctions, but will exercise all reasonable care and skill to resolve any such case.
(3) Any additional taxes or product legal certification would be the liability of the seller and Doobay shall not be responsible for the same.
Both parties are obliged to treat confidentially the content of this agreement, as well as all other information and data they acquire in connection with the partnership, and not use it for purposes outside the scope of this contract or pass it on to third parties. This obligation is in force for 1 year after the termination of the contract. Both parties are obliged to follow privacy laws and handle accordingly all data related to customers, suppliers and business partners.
(1) DOOBAY has the right to freely maintain the sellers's listing and its ranking on the website. DOOBAY offers customers the opportunity to give ratings and reviews of the seller's goods and services on the website, and has the right but not the obligation to publish these online and make them visible to all customers. DOOBAY reserves the right to delete ratings and reviews.
(2) DOOBAY may scan, transcribe, and publish online the merchant's listings, logos and other materials required. The merchant grants to DOOBAY a royalty- free, perpetual, unrestricted licence to use and distribute any materials provided by him, for the purpose of advertising DOOBAY's service. In particular, this includes use in Google AdWords campaigns, domain name registrations and other online marketing and search engine optimization measures.
12. Terms and termination
(1) This agreement is valid as soon as the seller signs the contract, or fulfils an order referred by DOOBAY, and remains valid indefinitely, until termination by either party. Termination can occur at any time, with a period of notice of one month, in writing, by email, post or fax. The revenues generated during this notice period are still subject to the partnership agreement. The right to immediate termination by either party for important cause remains unaffected.
(2) The right to immediate termination in particular covers the case where the seller repeatedly receives negative ratings and reviews on the website, and when these are not obviously unjustified. Repeatedly providing misleading information or withholding information required to present the seller's items is also grounds for immediate termination. Typos, mistakes and transmission errors are excluded from this, as long as they are not caused with intent or by gross negligence.
(1) If a single clause in this agreement is invalid, both parties will endeavor to replace the invalid clause by a valid one that reproduces as closely as possible the intended economic meaning of the invalid clause. The validity of the rest of the agreement remains unaffected. This applies in particular if the agreement is found to be incomplete.
(2) DOOBAY reserves the right to modify his general terms and conditions without giving any justification. In that case, DOOBAY will give the seller adequate notice via email. The notice will contain advice on the right and period of objection to the changes, and on the consequences of leaving unexercised the right to object.
(3) The changed terms and conditions are considered agreed by the merchant if he does not object to them in writing within 2 weeks of receiving notice of the changes.
(4) Any terms and conditions of the seller are not part of this agreement unless DOOBAY expressly agrees to adhere to them in writing.
14 .Intellectual Property rights
(1) Seller recognizes and confirms that Doobay has the exclusive right to supervise, allow and reject the contents of the Website. Doobay shall not be liable for contents and images shared, uploaded or displayed on website by Seller regarding its products and all consequent liability will be borne by Seller only.
(2) Seller hereby grants to Doobay the right to display/delist the product (as updated or to be updated by the Seller on the Seller panel at any/all times) and/or related logo and/or trademark and/or brand name, etc. owned by it or its business associates for marketing/selling through the Website . Seller represents that it has the necessary rights to grant such permission to Doobay and agrees to indemnify Doobay in respect of any claims, damages, losses etc., arising out of or in connection with violation of the same.
(3) Except as agreed to by the Parties, the data of Buyers will be the exclusive property of Doobay, and Seller will not use for its own purpose or distribute it in any form or means except for the purpose of this agreement and shall keep it confidential at all times Confidential information would include but not be limited to Buyer details, market information, all work products and documents related thereto, the contents of Doobay’s website “www.Doobay.com” or any other information which is treated as confidential by Doobay, and any other information received or to be received by Seller which is agreed to be treated under the same terms. The Seller also undertakes to fully indemnify Doobay against the breach of this clause.
15. Representations and Warranties
(1) If the Seller prefers to route its products through Fulfillment Center of Doobay then following conditions shall apply :
a) Product will be insured by Doobay against fire, burglary, flood etc.
b) In case of pilferage and damages ( Post Quality Check ) risk will be borne by Doobay.
c) Product Details for reconciliation would be shared as per vendor requirement every fortnightly.
d) Product lying in fulfillment center for which order is not placed by Buyer, shall be returned to Seller periodically upon confirmation with Doobay.
However, in case of any claim with insurance company or insurer, Seller shall fully co-operate with Doobay and provide all necessary documents as may be requested by Doobay. However, all claims arising out of the damages, pilferage fire, flood and burglary of the products, same shall be subject to the terms and condition of the original insurance cover entered with Doobay.
(2) Seller shall, at all times and to the complete satisfaction of Doobay and without demur indemnify and hold Doobay harmless for any and all claims, demands, lawful action suits or proceedings, liabilities, losses, costs, expenses (including legal fees) or damages asserted against Doobay by the Buyer or any third party arising out of Seller’s actions or omissions in connection with the sale of Seller’s products and their performance during the period of this arrangement and for the products sold, even after the termination of this agreement. Seller represents and warrants that it is a legal entity engaged in a legitimate and lawful commercial enterprise & activity, having all regulatory approvals required to run the similar business and doing regular compliances with applicable provisions of laws.
(3) Seller hereby declares & confirms that it deals in original, legitimate and genuine quality products which are either self manufactured and/or procured from the legitimate channel following all legal requirements. Seller further declares that it shall not violate the intellectual property rights of any third party and for any breach or violation of such intellectual rights, it shall be solely responsible.
(4) This agreement may be terminated by Doobay or the Seller by giving 30 (thirty) days’ notice in writing. Provided, in the event of a material breach of the terms of this Agreement, Doobay may terminate this Agreement at any time.
16. Governing Law / Dispute Resolution
(1)This Agreement shall be construed, enforced, governed, and controlled under the laws of England and Wales.
(2)Any disputes arising from this Agreement shall be finally settled by arbitration to be held in Dubai, United Arab Emirates under the Arbitration Rules of the DIFC Courts, by one or more arbitrators appointed in accordance with said rules, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.
Both parties agree the following:-
(i) Assignment: This Agreement and the rights granted under it may not be assigned or transferred by either Party without the written consent of the other Party.
(ii) Notices: All notices, requests and demands, and other communications required or permitted under this Agreement shall be in writing and either delivered personally or sent to the official address of the Party through recognized courier service or e-mail. Party may change its address by delivering notice of such change of address to the other Party.
(iii) Severability: In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision shall be deemed modified to the minimum extent necessary to render the provision enforceable in a manner that most closely represents the original intent of the Parties. In such event, the remaining terms and conditions of this Agreement will remain in full force and effect and enforceable.
(iv) Entire Agreement and Modification: This Agreement constitutes the complete and exclusive understanding between the Parties and it may be amended only by a written agreement signed by each of the Parties.