Seller Policy Pages
1. Description of JOOM E-commerce Services
1.1 Merchant acknowledges and agrees that the JOOM E-commerce Services provided byJOOM E-commerce are limited to (a) referring Customers to Merchant; (b) as an intermediary between the Customer and the Merchant, accepting Orders and receiving payments from Customers on Merchant’s behalf; and (c) as an intermediary between the Customer and the Merchant, including communicating Orders and disbursing payments from Customers to Merchant. JOOM E-commerce may carry out changes to JOOM E-commerce Services, or suspend the JOOM E-commerce Services, without notice at its sole and absolute discretion.
1.2 Merchant acknowledges and agrees that the actual contract for the sale of the Products is directly between Merchant and the Customers, and JOOM E-commerce is not a party to such contracts, and accepts no responsibility, liability, or obligations in connection with any such contract and any dispute arising out of any Product is between the Merchant and the relevant Customers only.
1.3 The Merchant is required to deal with any refund and/or claim settlement, including, but not limited to, chargebacks, resulting from the Transaction. JOOM E-commerce may assist the Merchant in the refund and/or claim settlement procedures and the Merchant further agrees that JOOM E-commerce may, at its sole and absolute discretion, refund the Customer the Transaction Funds without the prior approval of the Merchant.
1.4 JOOM E-commerce reserves the right to suspend a specific Transaction and/or a Customer Account and/or the Merchant Wallet and/or the JOOM E-commerce Services if JOOM E-commerce believes that any of the following circumstances has occurred:
(a) where JOOM E-commerce believes it is necessary or desirable to protect the security of the Customer Account and/or the Merchant Wallet and/or the JOOM E-commerce Services;
(b) JOOM E-commerce believes that a Transaction is (i) made in breach of the terms hereof or in breach of the security requirements of the Customer Account and/or the Merchant Wallet and/or theJOOM E-commerce Services; or (ii) a suspicious, unauthorized or fraudulent transaction related to, including, but without limitation to, money laundering, terrorism financing, fraud or other illicit activities;
(c) if the Transactions are for the sale of goods and/or services which fall outside of the agreed Products or business activities of the Merchant or deemed to be against the Applicable Law;
2. No Warranty
2.1 THE JOOM E-commerce SERVICES ARE PROVIDED “AS-IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. JOOM E-commerce AND ANY OF ITS SUBSIDIARIES AND AFFILIATES, OFFICERS, DIRECTORS, AGENTS, JOINT VENTURES, EMPLOYEES AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. JOOM E-commerce DOES NOT HAVE ANY CONTROL OVER PRODUCTS THAT ARE PAID FOR THROUGH THEJOOM E-commerce SERVICES. JOOM E-commerce DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO ANY PART OF THE FOOD SERVICES, AND OPERATION OFJOOM E-commerce SITE MAY BE TEMPORARILY SUSPENDED FOR MAINTENANCE OR UPGRADE OR INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF JOOM E-commerce CONTROL. JOOM E-commerce WILL MAKE REASONABLE EFFORTS TO ENSURE THAT JOOM E-commerce SERVICES ARE PROCESSED IN A TIMELY MANNER BUT JOOM E-commerce MAKES NO REPRESENTATIONS AND WARRANTIES REGARDING THE AMOUNT OF TIME NEEDED TO COMPLETE PROCESSING.
2.2 JOOM E-commercee shall not be liable for any of the following:
(a) any suspension or refusal to accept payments which JOOM E-commerce reasonably believes to be made fraudulently or without proper authorization;
(b) the payment instructions received contain incorrect or improperly formatted information;
(c) hardware, software, mobile device and/or internet connection is not functioning properly due to, including, but not limited to, viruses, disruptions or other forms of system disruption such as unauthorized access by third parties;
3. Confidentiality and Personal Data
3.1 Each Party shall keep confidential and shall not disclose to any person or use directly or indirectly for its own or any other person’s benefit (other than for the due performance by it of its obligations under the Agreement), any Confidential Information disclosed, made available or otherwise provided to the receiving Party by or on behalf of the disclosing Party. “Confidential Information” means any information having been designated in writing to be confidential or proprietary or if given orally, is confirmed promptly in writing as having been disclosed as confidential or proprietary or otherwise by the disclosing Party to the recipient including any Personal Data, all subscriber information (including viewing patterns, viewing details, quantity, time or duration of usage of equipment or viewing of the content), details (including contact details, telephone numbers, network configuration, location information, billing name, billing amounts, credit history and other payment details), information of a commercial, technical or financial nature relating to the Agreement, the disclosing Party or any of its affiliates including all trade secrets, know-how, show-how, patents research, development or technical information, confidential and proprietary product or information, intellectual property rights, business plans, operations or systems, financial and trading positions, details of customers, suppliers, debtors or creditors, information relating to the officers, directors or employees of the disclosing Party or any of its affiliates, marketing information, printed matter, rates and rate tables, contracts, all regardless of form, format or media whether machine readable or human readable, including written, oral or tangible form and also includes information communicated or obtained through meetings, documents, correspondence or inspection of tangible items. This clause shall not apply to any Confidential Information which at the time it is disclosed, made available or otherwise provided by the disclosing Party, is in the public domain and shall cease to apply to any information which subsequently becomes publicly available otherwise than as a consequence of any breach by the receiving Party.
3.2 The receiving Party may disclose Confidential Information to (a) its directors and employees to the extent that their duties will require them to have access to such Confidential Information, provided that the receiving party shall instruct such directors and employees to treat such Confidential Information as confidential and not use such Confidential Information for any purpose other than the proper discharge by them of their duties; and (b) its external auditors, lawyers and professional advisers, and the receiving Party shall ensure that the persons to whom such disclosure is made are contractually bound by the provisions of this clause by the incorporation of corresponding provisions of confidentiality in their employment and other applicable contracts.
3.3 The Parties herewith shall comply with their respective obligations as the Data User and the Data Processor as required under all Applicable Laws and the privacy policy available on JOOM E-commerce Platform in connection with any Personal Data in relation to the Agreement. For the purposes of the Agreement, “Personal Data” means personal data having the meaning ascribed that are under the control of Data User and in respect of which Data Processor is or is required to provide services for the performance of the Agreement; “Data Processor” means in relation to Personal Data, any person, other than an employee of the Data User, who processes the Personal Data solely on behalf of the Data User, and does not process the Personal Data for any of his own purposes; and “Data User” means a person who either alone or jointly or in common with other persons processes any Personal Data or has control over or authorizes the processing of any Personal Data but does not include a Data Processor.
3.4 The confidentiality obligations under this Clause 10 shall survive the termination of the Agreement, and/or until the Confidential Information enters the public domain.
4. Force Majeure
4.1 The Parties are released from responsibility to all obligations and delay of work as consequence of Force Majeure. “Force Majeure” means any extraordinary circumstances which is an unforeseeable, inevitable event and/or beyond reasonable control of the Parties including but not limited to epidemic or pandemic (except the epidemic/pandemic of Corona Virus Disease 2019 (Covid-19)), natural disaster, war, rebellion, aggression, sabotage, riot of mass, and existence of governmental regulations in monetary affairs which directly influence performance of the Agreement.
4.2 If either Party has delayed or is prevented from performing its obligations hereunder as a result of an event of Force Majeure, it shall promptly notify the other Party in writing as soon as possible after the occurrence of such an event of Force Majeure.
5. Termination
5.1 Each Party may terminate the Agreement immediately if:
(a) the other Party files a petition for bankruptcy, becomes insolvent, or makes any arrangement or composition with or assignment for the benefits of its creditors, or a receiver or an administrator is appointed for such Party or its business, or the Party goes into liquidation either voluntarily (otherwise than for reconstruction or merger) or compulsorily;
(b) upon the occurrence of a material breach of the Agreement by the other Party or if the non-defaulting Party believes that such breach is capable of remedy and provides opportunity to remedy, but the breach is not remedied within 30 (thirty) days from the date of notice of such breach by the non-defaulting Party; or
(c) JOOM E-commerce suspects that there is any unlawful, illegal and/or fraudulent act committed by Merchant and/or Merchant’s employees or agents;
(d) the other Party violates or fails to comply with any Applicable Law in a manner that may result in adverse effects on the non-defaulting Party in any material respect, including any food safety or other regulations relating to restaurants and/or meals; or
(e) by giving the other Party 30 (thirty) days’ prior written notice for any or no reason.
5.2 The termination of JOOM E-commerce Services shall not relieve or limit either Merchant or JOOM E-commerce from its obligations, responsibilities and liabilities accruing prior to such termination.
6. Assignment
6.1 The Merchant may not assign any of its rights under the Agreement to any person without the prior written consent of JOOM E-commerce .
6.2 The Merchant may not permit other persons (other than Customers) to use the JOOM E-commerce Services without the prior written consent of JOOM E-commerce .
6.3 The provisions of the Agreement shall be binding upon the Parties and their respective successors and permitted assigns.
7. Governing Law; Dispute Resolution
This Agreement shall be governed by the laws of Japan. If any controversy, controversy, claim or disagreement of any kind arises between the parties relating to this Agreement ("Dispute Notice"), the parties shall within thirty (30) days of receipt by one party attempt to (1) receive by one party the other Upon notification of a dispute by one party, the senior management of both parties will first discuss with each other to resolve the dispute. If the dispute cannot be resolved through mutual negotiation within thirty (30) days, it shall be submitted to the Asian International Arbitration Center ("AIAC") for arbitration and final settlement in accordance with the AIAC's Arbitration Rules. Where currently in effect, these rules are deemed to be incorporated by reference into these Terms. There will be one (1) arbitrator, mutually appointed by the parties. If the parties cannot agree on an arbitrator, the arbitration shall be appointed by the Director of the AIAC in accordance with the AIAC Rules. The language of arbitration shall be English. The place of arbitration shall be New Delhi, Japan. The parties agree that Part III of the Arbitration Act 2005 shall not apply to this Agreement or to arbitration proceedings arising out of this Agreement. This Agreement and the rights and obligations of the parties will remain in full force and effect pending the award of any arbitration proceeding, except for the portions in dispute, which will be determined in the arbitration proceeding.
8. No Waiver
The failure by a Party to enforce any provision of the Agreement shall not be construed as a waiver of such provisions or of the right to enforce that, or any other, provision of the Agreement. No waiver shall be construed as a continuing waiver.
9. Severability
If any part of the Agreement is or becomes invalid, unlawful or unenforceable then such part shall be severed from the remainder of the Agreement, which shall continue to be valid and enforceable to the fullest extent permitted by Applicable Law.
10. Entire Agreement
The Agreement (including all attachments and other documents referred to herein, including, but not limited to, the Merchant SOP and the standard operating procedures by JOOM for the provision of JOOM Services) represents the entire agreement of the Parties in relation to its subject matter, of which the Parties shall be bound to it. All the things that have not been regulated in the Agreement shall be regulated in the Merchant SOP or any other document published by JOOM on the JOOM E-commerce Platform. The Merchant SOP is an inseparable part of the Agreement and by agreeing to the Agreement, the Merchant agrees to be subject to the Merchant SOP. If there is any discrepancy between any provision of the Agreement and any provision of the Merchant SOP on JOOM E-commerce Platform or JOOM E-commerce Platform for the provision of JOOM Services, the provisions of the Merchant SOP shall prevail.
