Terms & Conditions - Holistified

VENDOR TERMS AND CONDITIONS

These Terms and Conditions contain the provisions governing the membership offered by the Company to Vendors and when accepted and agreed to electronically, forms a valid and binding contract between the Vendor and Company. The Vendor agrees to offer Vendor Products and Vendor Services on the Platform, in accordance with these Terms and Conditions, Platform Terms of Use and Platform Privacy Policy, that are required to be interpreted in conjunction with one another.

Company	means Holistified LLC, an entity incorporated under the laws of UAE, having registered address at Sharjah Media City, Sharjah, UAE and having email address [email protected];
Customer(s)	means end-users or purchasers of Vendor Services and Vendor Products;
Dashboard	means an access page on the Platform provided to the Vendor to access, manage and monitor Vendor Services and Vendor Products, including but not limited to a ‘notification’ board and an ‘enquiry board’, and other information relevant to the Vendor’s empanelment on the Platform;
Force Majeure Event	means an occurrence beyond the control of the Party affected, provided that such Party could not reasonably have foreseen such occurrence at the time of entering into these Terms and Conditions, and which the affected Party could not reasonably have avoided or overcome;
Membership Activation Date	means the date of activation of the Vendor’s membership on the Platform;
Membership Category	means the Vendor’s preferred and nominated membership category from the categories offered by the Company, being ‘free category’, ‘advanced category’ and ‘enterprise category’ or any other category as created or amended on the Platform;
Membership Fee(s)	means fees to be paid by the Vendor for the nominated Membership Category;
Membership Term	means one year from the Membership Activation; means the period of validity of these Terms and Conditions commencing on the Membership Activation Date until termination of this Agreement as provided in clause 11;
Party/ Parties	Company and Vendor are individually referred to as a “Party” and collectively as “Parties” in these Terms and Conditions;
Platform	means the online website of the Company with the URL www.holsitified.com, which is fully owned and managed by the Company;
Platform Privacy Policy	means the privacy policy pertaining to the Platform;
Platform Terms of Use	means terms and conditions pertaining to the Platform;
Purchases	means purchases made by Customers of Vendor Products and/or Vendor Services on the Platform;
Representatives	means all employees, agents, representatives and staff members employed directly or indirectly by the Vendor for the performance of Vendor Services or supply of Vendor Products;
Terms and Conditions	means these Vendor Membership Terms and Conditions executed by and binding on the Parties;
UAE	means United Arab Emirates;
Vendor Products	means wellness products, including but not limited to clothing, beauty, home-wear, accessories, dry foods, supplements, meal plans, promoted or uploaded or provided or offered or supplied by the Vendor on the Platform; and
Vendor Services	means wellness services including but not limited to wellness experiences, wellness classes, events, workshops, training courses, retreats, promoted or provided or offered or supplied by a Vendor on the Platform.

DEFINITIONS

Registration and Pre-Requisites
- Subject to clause 2.2, Vendor may subscribe for one (1) Membership Category at a time and in doing so, Vendor consents to the Company conducting a verification process on the Vendor.

Vendor shall satisfy the following pre-requisites to apply for a Membership Category:

Free Membership Category

This Membership Category is open to individuals and enterprises.
Vendor may use the Platform only for promotion of free Vendor Services. Vendor is not permitted to sell, re-sell or distribute any paid Vendor Services under this Membership Category.
Vendor may only upload Vendor Products in exchange for a 20% revenue share. Vendor will be paid 80% of the selling price of each product plus any applicable shipping charges through our payment partner, Stripe.
Vendor is required to submit the following:

valid trade license,
description of its business and offerings.
valid UAE bank account details for Stripe set-up
description of its business and offerings;
valid billing address; and
contact details including business email address and phone number.

Advanced Paid Membership Category

This Membership Category is exclusively for individuals who operate as ‘solo entrepreneurs’.
Vendor may upload Vendor Services as well as Vendor Products and utilise the Platform’s retail function to sell, re-sell or distribute any Vendor Services and Vendor Products through the Platform.
Vendor is required to upload the following documentation on the Dashboard:

valid trade license;
valid UAE bank account details for Stripe set-up
description of its business and offerings;
accurate credit card or debit card details;
valid billing address; and
contact details including business email address and phone number.

Enterprise Paid Membership Category

This Membership Category is exclusively for entities.
Vendor may upload Vendor Services as well as Vendor Products and utilise the Platform’s retail function to sell, re-sell or distribute any Vendor Services and Vendor Products through the Platform.
Vendor is required to upload the following documentation on the Dashboard:

valid trade license;
valid UAE bank account
description of its business and offerings;
accurate credit card and debit card details;
valid billing address; and
contact details including business email address and phone number.
All registration requests are subject to the Company’s review, verification and approval. Company reserves the right to reject a registration request at its sole discretion and without notice or reason.
Vendor may also be subsequently and periodically requested for relevant documentation, such as professional licenses and permits, (as and when they are renewed), during the Membership Term for the purpose of on-going verification by the Company.
With respect to registration, the Vendor hereby warrants:
it is duly licensed and authorised to promote, sell and distribute the Vendor Services and Vendor Products it wishes to upload on the Platform;
to upload original and authentic documentation on the Dashboard;
to fully cooperate with the Company at all times and not unreasonably withhold or deny access to documentation required by the Company, and submit documents and information in a timely manner;
to submit its updated trade license within ten (10) days of renewal. A breach of this warranty may result in suspension or termination of the Vendor’s account at the Company’s sole discretion.

Membership Fees and Payment Terms
- Vendor is required to submit payment details at the time of registration and this information will be processed in accordance with Platform Privacy Policy. Vendor authorises the Company to charge applicable Membership Fee to its credit card on the Membership Activation Date and in accordance with this clause 3.

Membership Fees may be modified by the Company from time to time, which shall only be confirmed on the Membership Activation Date. The Company shall not be liable for any increase in the published Membership Fees at the time of registration on the Membership Activation Date.
Membership Fee is inclusive of Value Added Tax. Any other taxes, at present or in future, and other similar taxes, duties, charges or assessments shall be applicable over and above the published Membership Fee and will be payable by the Vendor as required by applicable laws. All associated bank charges, foreign exchange fees and risk shall be borne solely by the Vendor.
Membership Fee shall payable by the Vendor on the Membership Activation Date and upon renewal of membership. If the Vendor has availed an ongoing trial period, then Membership Fee shall become payable on the last day of the trial period.
Failure or delay in payment of Membership Fee may, at the Company’s sole discretion, result in suspension, cancelation, termination or blacklisting of the Vendor’s account.
Membership Fee is non-refundable under all circumstances.
Upon registration, Vendor shall create a Holistified Partner Stripe payment account or use its existing account to undertake all transactions on the Platform for the Membership Term, including but not limited to:

payment of Customer purchases concluded on the Platform;
refund of Purchases.

Vendor shall not receive direct payments from Customers and a breach of this obligation shall be a material breach of these Terms and Conditions. Vendor shall not market, promote, advertise, endorse or sell any Vendor Products or Vendor Services on a cash-on-delivery or cash-upon-attendance basis.
Subject to the Vendor fulfilling its obligations hereunder, Company will process Vendor pay-outs to their individual Stripe accounts once every five (5) working days for the Membership Term, unless agreed otherwise by the Parties in writing.

Membership Terms
- Vendor shall receive an email confirmation if its application for membership has been accepted.

During the Membership Term, Company shall grant the Vendor a limited, revocable and non-transferable license to utilise the Platform within the permitted scope of the purchased Membership Category. Vendor shall not utilise the Platform for any other purpose, unless otherwise granted by the Company.
These Terms and Conditions do not assume an exclusive relationship between the Parties. Company may empanel other vendors and service providers on the Platform to perform services or supply products that are similar to the Vendor Services and Vendor Products, without any prior notice to, or consent from the Vendor.

Commencing from Member Activation Date, the Vendor shall be required to upload the following information on the Dashboard that will be reviewed by the Company:
Vendor Products and/or Vendor Services that Vendor wishes to promote, advertise, sell, resell or distribute as permitted under the purchased Membership Category;
description for all Vendor Services and Vendor Products together with any applicable terms and conditions;
high quality and professional photographs of Vendor Services and Vendor Products, that will be reviewed every week to ensure the offerings are still valid;
pricing for Vendor Products and Vendor Services;
monthly calendar of Vendor Products’ inventory and / or scheduled Vendor Services;
any applicable promotional offers or discounts, together with any terms and conditions specific to these promotional offers or discounts.
All content uploaded on the Dashboard is subject to the Company’s review. Company may ‘approve’ or ‘decline’ (with explanation) any Vendor Product or Vendor Service, or recommend modifications or replacements to the Vendor’s content from time to time, to align with the Company’s ethos and policies, and all applicable laws, to which the Vendor shall have no objection.
Company reserves the right to modify, suspend or discontinue all or part of Vendor Products and/or Vendor Services, at any time and without prior notice, in whole or in part if there is a breach of law or the terms hereof.
For the Membership Term, Vendor grants the Company a non-exclusive, non-transferable and royalty-free license to upload the Vendor’s logo and brand name on the Platform. Vendor warrants to the Company that the Vendor logo and branding does not infringe on any third-party rights.

Specifications of Customer Experience
- Company will notify the Vendor via email immediately after each Purchase. Vendor is required to action and monitor the Purchase on the Dashboard until fulfilment of the Purchase.

Vendor shall not cancel a Purchase, except under exceptional circumstances, provided that Vendor immediately notifies the Customer and Company in writing and fulfils all refund obligations for the Purchase.
When the Vendor uploads the number of selling tickets for a Vendor Service or number of items of a Vendor Product on the Platform, Vendor shall fully commit to honouring the Purchase and be fully responsible for inventory management, to avoid over-booking, overlapping Purchases or miscommunication with Customers.
Vendor shall be fully responsible for following protocols, guidelines, legal and regulatory compliance requirements and procure all necessary permits, licenses and rights required to host, sell, distribute or promote Vendor Products and Vendor Services.
The Platform may undergo regular upgrades and maintenance that may suspend the Vendor’s access temporarily.
Customers will be sent a customer satisfaction survey after each Purchase. If the Vendor or Vendor Product/ Vendor Service repeatedly receives poor rating, i.e. ‘2 stars’ or below, the Company may at its sole discretion remove such Vendor Products and/or Vendor Services from the Platform and/ or cancel the Vendor’s account.

Communication
- Vendor shall ensure all communication with a Customer prior to a Purchase takes place on the Platform. Vendor is prohibited to contact the Customer directly prior to a Purchase. A breach of this clause 6.1 will constitute material breach of these Terms and Conditions.

Following a Purchase, Vendor shall directly communicate with the Customer for all queries and complaints regarding packaging, shipping, delivery, cancelation, refunds and rescheduling of the Purchase.

Vendor shall not send, transmit, communicate or issue any marketing, advertising, sales or promotional material to Customers without their prior written consent or subscription to marketing or mailing lists and which consent can be proven by the Vendor when requested by the Company. If the Company receives complaints for breach of this clause, Company may investigate the complaint and provide a verbal or written warning to the Vendor for actual breach, however any subsequent, repeated breach of this clause shall result in termination of the Vendor’s account.

Packaging, Shipping and Delivery Policies

Vendor shall:

upload clear and detailed terms and conditions regarding packaging, shipping and delivery on the landing page of each Vendor Product, including but not limited to policy on shipping cost, policies regarding domestic and international shipping, and number of days required for delivery;
ensure such policies do not contravene with these Terms and Conditions;
be fully responsible for packaging, shipping and delivery of Vendor Products upon Purchase, including but not limited to custom clearance, warehousing, fulfilment, storage, product and cargo insurance and last mile delivery. The Company and Platform assume no responsibility and liability in this regard;
be responsible for all costs, fees, licenses, permits and sanctions required to ship Vendor Products to the Customer.

Cancellation Policy

Vendor shall upload clear and detailed cancelation policy on the landing page of each Vendor Product and Vendor Service.
Vendor shall ensure such policies do not contravene with these Terms and Conditions.
In the case of Vendor Services (specifically wellness events or retreats), should the Vendor modify the date, time or location, Customer reserves the right to accept or decline this modification and record its choice with the Vendor on the Platform. Notwithstanding any specific refund provisions, should a Customer decline a modification, the Purchase will be cancelled and the Vendor shall immediately initiate a refund of the entire Purchase price, in accordance with clause 9.
Notwithstanding any specific refund provisions, if Vendor Products are out of stock or unavailable for reasons beyond the Vendor’s control, Vendor shall immediately notify the Customer and Company on the Platform, and initiate refund for the portion of price for the unavailable Vendor Products. Vendor shall not charge Customers for Vendor Products that are unavailable.

Refund Policy

Vendor shall upload clear and detailed refund policy on the landing page of each Vendor Product and Vendor Service.
Vendor shall ensure such policies do not contravene with these Terms and Conditions.
Vendor may choose to disallow refunds for certain Vendor Services and Vendor Products, unless agreed otherwise by the Parties herein.
Pursuant to clause 3.9, if a Customer payment has already been credited to the Vendor’s Stripe account following which a refund has been approved by Company, then Vendor is fully responsible and liable to process applicable refund by means of crediting the Company Stripe account with correct refund amount and send a written request to the Company to process the applicable refund to the Customer. If Vendor fails to comply, Company may refund the amount on behalf of the Vendor and deduct the refund amount together with a penalty sum equivalent to 10% of the refund amount, from any future Stripe pay-outs to the Vendor.
Pursuant to clause 3.9, if a Customer payment is in the Company’s Stripe account, then Vendor shall send a written request to the Company to process applicable refund to the Customer.
All additional costs, fees, penalties and charges that arise as a result of processing applicable refunds to Customers shall be borne by the Vendor.
All refunds shall be initiated by the Vendor through the original mode of payment, i.e. through payment gateway on the Platform.

Warranties and Undertakings
- For the Membership Term, Vendor warrants to the Company to:

fulfil and comply with these Terms and Conditions and shall not act in a manner that circumvents or adversely affects the Company.
pay the Membership Fees in a timely manner.
keep its username and password safe and secure and if it anticipates or experiences any unauthorised use of its password or any breach of security, immediately notify the Company in writing.
utilise the Platform in strict accordance with the license granted by the Company.
ensure performance of its obligations hereunder does not and shall not infringe on any third-party rights.
conduct all Vendor Services in a professional and timely manner; and in a safe, secure and licensed location.
to submit up-to-date documents and information to the Company at all times and replace out-dated documents with valid ones in a timely manner.
not download, store, reproduce, transmit, display, copy, distribute, commercially exploit or use the license provided by the Company hereunder except as expressly permitted by the Company.
not resell, sub-license, rent, lease, transfer or attempt to assign any rights in the Vendor Services membership services (in whole or in part) to a third-party.
not transfer or assign its membership to any third-party without the Company’s prior written consent.
not solicit Customers obtained through the Platform to conclude sales other than through the Platform.
not, directly or indirectly, share with Customers links to its website or social media platforms.
maintain professional decorum at all times while interacting with Customers on and off the Platform.
not send, transmit, communicate or issue any marketing, sales or promotional material to Customers without their prior written consent.
Vendor shall at all times sell Vendor Services and Vendor Product at the same prices offered by the Vendor on other online and offline distribution and sales channels, including the Vendor’s own website.
The Vendor is fully responsible to periodically review the Platform Terms of Use and Platform Privacy Policy that govern its use of the Platform. Company shall not provide the Vendor any notice prior to or following amendment of Platform Terms of Use and Platform Privacy Policy.

Termination
- Subject to the terms of this clause 11, Vendor’s membership shall automatically terminate upon non-renewal of membership or non-payment of Membership Fee.

Company reserves the right to unilaterally terminate these Terms and Conditions in the case of:
deterioration of the standards and quality of the Vendor Services provided and warranted by the Vendor, and failure to remedy the breach within a period of seven (7) days of being notified by the Company; or
performance of an act (directly or indirectly) that may harm the interests of the Company significantly, or Vendor acts in a way that is in severe contradiction with the Company’s policies or ethos, the Company withholds the right to terminate the Vendor’s membership without prior notice
receiving multiple and consistent negative complaints from Customers regarding the overall customer experience and poor ratings in Customer satisfaction surveys.
Without prejudice to any other rights or remedies under these Terms and Conditions, Company reserves the right to immediately terminate the Vendor’s access to the Platform, without prior notice, in the event that Company reasonably believes the Vendor is in material breach of these Terms and Conditions.
Vendor may terminate its membership prior to the expiry of the Membership Term by providing at least two (2) weeks of written notice via email to the Company.

Subject to clause 12.2 below, either Party may terminate these Terms and Conditions if a Force Majeure Event prevents the fulfilment of a Party’s obligations under this Agreement continuously for seven (7) calendar days.

Effects of Termination
- The Parties agree that upon expiry or earlier termination hereof, the following shall occur:

Company shall not reimburse or refund Membership Fee, in part or whole, under any circumstances. Vendor waives all claims against the Company in this respect.
Upon termination, Vendor shall:
within seven (7) days from date of termination, conclude all pending deliveries of Vendor Products to Customers.
continue to honour execution of all Vendor Services purchased on the Platform.
not cancel any Purchases
process all pending and applicable refunds to Customers.
not add Customers to any mailing lists or marketing lists. Parties agree this provision survives termination or expiry of these Terms and Conditions.
cease use and access to the Dashboard including any communication with Customers following fulfilment of any pending Purchases.
The license granted to the Vendor under these Terms and Conditions shall be immediately revoked and all other rights under this Terms and Conditions shall immediately cease.
Company reserves the right to freeze all future Stripe pay-outs to the Vendor until Vendor has fulfilled all obligations under clause 12.1(ii).
Termination or expiry of these Terms and Conditions, however arising, shall not affect any of the Company’s rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of these Terms and Conditions which existed at or before the date of termination or expiry.

Limitation of Liability and Indemnity
- Company shall not be liable to the Vendor for any economic loss, whether direct or indirect, any special, indirect, incidental, consequential or punitive damages of any nature or kind whatsoever, in connection with or arising out of these Terms and Conditions. In offering the membership, Company offers no guarantees to the Vendor in any manner.

Neither Party shall be liable by reason of any failure or delay in the performance of its obligation hereunder on account of a Force Majeure Event, including but not limited to disruption of the internet, hacking, malware or bugs.
Vendor shall fully indemnify the Company and its affiliates against all losses suffered or incurred by the Company or its affiliates, arising out of or in connection with any claim brought against the Company or any of its affiliates, for alleged or actual infringement of a Customer’s or any other third-party rights (including any intellectual property rights) relating to Vendor Products, Vendor Services and the Vendor, or arising out of these Terms and Conditions.

General Terms
- Vendor shall not assign, or grant any encumbrance over, or deal in any way with, any of its rights under these Terms and Conditions or delegate any performance under these Terms and Conditions, except with the prior written consent of the Company.

Company reserves the right to make changes to these Terms and Conditions at any time. To the extent reasonably practical, Company shall inform the Vendor in advance about such changes via email.
Any dispute arising out of or in connection with these Terms and Conditions, including but not limited to any question regarding its existence, formation, performance, interpretation, validity or termination, shall be referred to and finally resolved exclusively by arbitration by three (3) arbitrators in the English language and under the rules of the Dubai International Arbitration Centre with its seat in Dubai, United Arab Emirates. The governing law of these Terms and Conditions shall be the applicable laws of the Emirate of Dubai and the federal laws of the UAE. The Company reserves the right to bring appropriate action in any other forum in the event of material breach by the Vendor of these Terms and Conditions. Vendor waives its rights to bring claims against the Company in any other forum other than as agreed in this clause.

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