WEE Seller Agreement
1. KEY DEFINITIONS
WEE – the owner and operator of WEE HUB GENERAL TRADING LLC.

Activation – confirmation sent by WEE to the Seller about activation of their Personal Account.

Cancellation – a situation where the Customer refuses to receive the order before its delivery or is not available to receive the order.

Client – a fully capable physical person placing an Order on the Site or listed as the recipient of products or Certificate on the service; using the Products exclusively for personal, family, household, and other needs, not related to the implementation entrepreneurial activities.

Contract – this contract concluded between WEE and the Seller on the terms and conditions specified below, the text of which is posted in the Personal Account.

Cut-off – the time set by WEE or the Seller in the Personal Account for specific orders before which the Seller is obliged to confirm the readiness of the items included in the order for delivery.

Display – a display of the product in the Recommendation Block on the Site for the Buyer's direct visibility.

E-mail – the e-mail address specified by the Seller upon registration on the Platform.

Notification – an e-mail sent by WEE to the Seller in their Personal Account, as well as to the provided E-mail.

Order – the products or set of products that the Client has ordered from the Seller on the WEE Platform, duly executed and prepared for delivery.

Product Card – a collection of information about a good offered up for sale on the Platform, including product images, text describing its characteristics, price and terms of sale, and information about the Seller and the manufacturer of the product.

Personal Account (PA) – a personal page of the Seller on the Platform, containing information about the Seller, the products placed by him and the orders of the Seller.

Platform – aggregator of information about products - information system (computer program), placed on the Site, which provides sellers with the opportunity to place products for sale, as well as receive information about orders. The Platform functions available to the Seller are defined by WEE.

Product/Good – the tangible object displayed by the Seller on the WEE Platform, as well as (if applicable) related installation, installation, configuration and commissioning services.

Seller – a legal entity registered in the UAE that has registered on the Platform and concluded a Contract.

Seller's warehouse – the warehouse from which the Seller ships the orders.

Shipment – the products or a collection of products that the Seller has packed and equipped for delivery.

Site – www.WEE.ae and the WEE mobile application, which are owned and administered by WEE.

Sorting center – a range of warehouse facilities and WEE premises, where sorting and distribution of items occurs for delivery to Buyers.

Terms of Sale for Products on the Platform – a public offer for Customers - individuals purchasing products for personal use on the Platform, located at: https://compliance.wee.ae/en/terms-of-use

Track number – a unique alphanumeric or digital code (barcode - identifier) that is assigned to orders and allows tracking of their delivery status in the Delivery Service.

The headings of articles and paragraphs are used solely for ease of navigation and do not affect the meaning of the Terms and Condition.
2. THE SUBJECT OF THE CONTRACT, ITS CONCLUSION, CHANGE, TERMINATION
2.1. Subject of the Contract
WEE undertakes to:
(a) to make transactions at the expense of the Seller and on his behalf related to the sale of the Seller's products through the Platform for a fee;
(b) render services to the Seller in accordance with the Supplements to the Contract, and the Seller agrees to pay for them.
The rights and obligations on transactions related to the sale of products of the Seller and concluded on his behalf arise directly with the Seller.
Within the framework of transactions related to the sale of the Seller's products, WEE also performs the following actions:
(a) Enabling the Seller to place offers of products on the Platform, providing information on the Seller's orders of products, and informing the Customers;
(b) development, maintenance and administration of the Seller's Personal Account.
(c) Delivery of orders to the buyer and return of products to the seller.

2.2. Third parties
WEE is entitled to involve third parties to fulfil their obligations under the Agreement and is liable to the seller for their improper performance of their obligations.

2.3. Product Ownership
The products transferred to WEE remain in the Seller's ownership until the products are sold to the Buyer (at the time of fulfilment of the obligation to transfer the products to the Buyer).

2.4. Concession
The Seller may not assign and/or transfer by other means the rights and/or obligations under the Agreement and/or in respect of any products to third parties without the prior written consent of WEE.
WEE may assign and/or otherwise transfer rights and/or obligations under the Agreement and/or in respect of any product to third parties without the prior written consent of the Seller.

2.5. The Entirety of the Agreement
The Terms contains complete and exhaustive conditions regarding its subject matter and supersedes all prior oral or written agreements between the Parties. WEE does not make or accept any other representations, warranties, or obligations, except as expressly provided in the Agreement and/or as provided by UAE law.

2.6. Independence of the provisions of the Terms
The invalidity of certain provisions of the Terms does not affect the validity of the remaining provisions of the Terms and of the Terms as a whole.

2.7. Parts of the Terms
Annexes to the Terms and Sections of the Terms or Annexes and Regulations are an integral part of the Terms and Conditions.

2.8. Conclusion and duration of the Agreement
The Agreement is concluded by sending the text of the Agreement (offer) to WEE with a notice of Activation and pressing the button "Accept Offer" by the Seller in the Personal Account (acceptance), as well as any subsequent actions of the Seller in the PA to fulfill the Agreement conditions within 365 days from the date of Activation (acceptance period). Any actions performed by a potential Seller in the PA prior to Activation shall not be considered an acceptance. Transactions concluded by the Parties through actions in the PA are recognized as concluded in a simple written form. The agreement shall be deemed to have been concluded on the date of acceptance. The Agreement shall be concluded indefinitely and shall extend its effect to the relations of its Parties which have arisen since the date of registration of the Seller on the Platform.

2.9. Failure to Activate
WEE is entitled to refuse Activation without explanation. If WEE has not notified of the Activation, the Agreement is considered to be unconcluded, and the potential Seller does not become a Seller and does not have the right to demand recognition of the Agreement by WEE.

2.10. Agreement Modification
WEE has the right to unilaterally change the terms of the Agreement (including the amount of remuneration) by notifying the Seller at least 14 (fourteen) calendar days before such changes come into force. The Seller is obliged to regularly monitor the Personal Account and e-mail for changes in the Agreement.
In case of disagreement with the proposed amendments to the Agreement, the Seller shall, within 7 (seven) calendar days from the date of the Notice of Changes, submit to WEE a written request for termination of the Agreement. Otherwise, such changes from the date of their entry into force shall be deemed to have been agreed by both parties, shall be applicable to the relations between them and shall become an integral part of the Terms.

2.11. Suspension of Fulfilment of the WEE Agreement
WEE is entitled to unilaterally suspend the performance of its obligations under the Agreement in whole or in part by notifying the Seller thereof if:
(a) The Seller's service quality shall be reduced to the critical levels determined by WEE;
(b) The Seller is in arrears with respect to any amounts under the Contract;
(c) in respect of a particular product if it has defects not agreed by the Parties or the condition of the product does not conform to the Product Card or the requirements of the Contract;
(d) The seller fails to comply with the terms of the Contract or violates the rights of third parties;
(e) Technical or other reasons have arisen. During the period of suspension arising from the reasons described in this subparagraph (e), no payment shall be charged for services directly affected by the suspension.

2.12. Termination
Any Party may terminate the Agreement out of court by means of a Notice. Termination date is the last calendar day of the reporting period following the reporting period in which the Party has sent the Notice. Under the Reporting period in this context is recognized a calendar month.
The seller has the right to unilaterally refuse to execute the Contract in case of disagreement with the amendments to the Contract. Termination date - 7 (seventh) calendar day from the date of sending the Notice.

WEE has the right to unilaterally refuse to execute the Agreement by sending a Notice, with the date of termination being the date of sending the Notice:
(a) if any of the Representations proves to be unreliable, invalid, inaccurate, or misleading.
(b) if the Seller admits material breaches of Contract obligations such as: Provision of false information about the products, failure to provide information upon request of WEE or WEE's obstruction in the conduct of checks of the products and Product Cards for compliance with the requirements of the Agreement, violation of exclusive or other rights of third parties, transfer of substandard products or counterfeit for sale, violation of payment obligations, deterioration of quality indicators of the Seller's service to a critical level; or
(c) in other cases provided by the legislation or Contract.

Termination of the Agreement shall be effected as follows:
(a) on the date of notification, WEE terminates the provision of Services under the Contract (except for services related to the execution of accepted but not fulfilled requests prior to the date of notification, as well as with Customers' returns, and in case of unilateral refusal of WEE - any services) and renders the Seller's products unavailable for sale;
(b) the Parties shall perform a final reconciliation of the mutual settlements not later than the date of termination (or as soon as possible in the event of a unilateral WEE refusal).
3. SALE OF PRODUCTS
3.1. Personal Account
After registration on the Platform, the Seller has access to the Personal Account (PA). The terms of use of the PA are set in clause 6 "Personal Account" of this agreement.

3.2. Item Card
The Seller creates the Product Card independently in accordance with the terms of paragraph 7 "Product Card" of this contract.

3.3. Transfer of in-stock data
The seller independently transfers data via API-exchange or personal account up-to-date data on stocks.

3.4. Product Requirements
The Seller's products must meet all the conditions of Clause 8 "Product Requirements" of this contract.

3.5. Limitations
WEE may impose restrictions on Sellers for the sale of certain categories of products for a particular package of services according to the Annexes.

3.6. Item Price
The seller determines the price of the products and sets it in the PA.

3.7. Item Discount
WEE is entitled to grant the Buyer a discount on any products:
In order to promote the Platform and increase sales with the Seller (joint discount) or under the WEE initiative (WEE discount);
The amount of money due to the Seller (R) is determined according to the formula: R=AP - C + D, where AP is the actual selling price, C is the commission from the seller's stated price, D is the WEE discount. The co-discount is taken into account when determining the Commission amount in the manner set out in the "WEE Commissions and Tariffs section".
The WEE discount does not reduce the amount of money due to the Seller when selling such products.

3.8. Claim Cancellation
WEE has the right to cancel the Seller's Applications if it has improperly performed the obligations under the Agreement. Such cancellation shall not be deemed a breach of WEE obligations under the Agreement. The Seller is responsible for all negative consequences of such cancellation, including claims or claims made by the Customer, as well as the reduction of service quality.

The Seller has the right to cancel his Application but is responsible for all negative consequences of such a cancellation, including claims or demands submitted by the Client, as well as the reduction of service quality. The cancellation of the Application by the Seller is also deemed to be the receipt of information from the Delivery Service chosen by the Seller about the cancellation of the Application.

3.9. Return Item
The procedure for accepting returns from Customers, as well as their transfer to the Seller, is established in clause 9 "Return of products" of this Agreement.

3.10. Service Quality Metrics
WEE has the right to establish the Seller's service quality indicators in front of the Customer according to the terms of Clause 10 "Service quality indicators" of this agreement.

3.11. Privacy and personal information
The seller is obliged to comply with the requirements of Clause 13 "Confidentiality and personal data" of this contract.

3.12. Communication rules
Unless otherwise expressly provided by the Terms, any formal communication between the Parties and all notifications under the Agreement shall:
(a) Be made available via electronic communications in English;
(b) are sent via the PA and/or to the recipient's E-mail address (to the Seller - to the e-mail address specified as login at registration on the Platform, WEE - to the e-mail address: mp@WEE.ae); and
(c) are deemed to have been received on the day of dispatch (if dispatched from 00:00 to 20:00 Moscow time) or the day after dispatch (if dispatched from 20:00 to 00:00 Dubai time).
The seller undertakes to check the PA and e-mail regularly. WEE is not responsible for any negative consequences due to the Seller's failure to timely consult the notices.

3.13. Change of addresses and details
Parties are required to inform each other of changes in their legal addresses, details, telephone numbers and e-mail addresses. The seller is obliged to inform WEE about a change in the taxation system, within 1 (one) working day from the date of the change. WEE makes changes to the Seller's information on the Site within 1 (one) working day, and to payment details within 7 (seven) calendar days from the date of communication.
The seller is obliged to notify WEE in case of change of the bank name, its SWIFT-code

3.14. Support Services
WEE advises the Seller by e-mail from mp@WEE.ae on any matters relating to the sale of products on the Platform.

3.15. Notifications
The Seller confirms its consent to receive from WEE any Notices by e-mail and telephone number specified in the PA and/or directly through the personal account, including, but not limited to, informational-advertising notices about the services and products of WEE and its group of companies.
4. REMUNERATION, REPORTING DOCUMENTS AND PAYMENT
4.1. WEE Compensation
The WEE compensation consists of:
(a) the interest rate from the selling price of the products, established by the Seller in the PA (Commission);
(b) Fees for services provided in accordance with the Annexes.
The amount of the Commission and the cost of services under the Agreement are set in the Section "WEE Commissions and Tariffs".

4.2. Sending Reports to Seller
Within ten (10) working days from the end of each Accounting period (calendar month), WEE sends the following documents to the Seller in the PA:
(a) Tax invoice for the total amount of WEE services during the reporting period
(b) Seller's transaction report for a period similar to a Tax invoice.
(d) Other documents if necessary.

4.3. Reconciliation of Reports
The Parties acknowledge that sending the Accounting Documents to the PA or to the Seller's e-mail is a necessary and sufficient confirmation:
(a) the proper discharge by WEE of the obligation to send Accounting documents;
(b) acceptance of the services rendered by WEE in full in case of absence of motivated objections from the Seller, sent in the order provided by the Contract.
The Parties shall recognize the WEE accounting system data displayed in the PA as a superior reliable source of information on the fulfillment of the Parties' obligations under the Agreement.

The Seller shall, within 5 (five) working days after the submission of the Reports from WEE:
(a) in the absence of substantiated objections, to sign the documents for their part; either
(b) if there are justified objections, send WEE a motivated protocol of disagreement in the form established by WEE. After receiving the protocol of disagreement, WEE, in case of agreement with the motivated objections, makes the accepted amendments and sends the Seller the modified documents, and the Seller is obliged to sign them.

If the Seller has not signed the Accounting Documents within the prescribed period, the documents signed unilaterally by WEE shall be deemed to be:
(a) duly agreed by the Parties (with the date of agreement of the document being the last day of the time period provided for feedback from the Seller); and
(b) by duly confirming that the Seller has agreed on all the sums and other conditions specified therein and by giving due ground for payment.

4.4. Remittance of funds to the Seller
WEE undertakes to accept, on behalf of the Seller and at the expense of WEE, non-cash payments made by the Seller by the Purchasers as payment for products and products of the Seller's digital content that are part of the orders executed on the service.
The funds accepted by WEE from the Purchasers within the framework of execution of the respective order of the Seller, WEE shall transfer to the seller the settlement account specified by the seller in the Agreement.

Monetary means accepted by WEE from Purchasers on transactions of the Seller in the period from the 1st to the 15th of the calendar month inclusively (other than the fees due to WEE) are remitted to the Seller not later than the 20th of the same calendar month;
Monetary means accepted by WEE from Purchasers on transactions of the Seller in the period from 16th to the last day of the calendar month inclusively (other than the fees due to WEE) are remitted to the Seller not later than 5 of the following calendar month;

The moment of transfer is considered the moment of writing off money from the correspondent account of WEE.
The other terms of mutual settlements between the Parties shall be set out in clause 11 (Payments and monetary transactions) of this Agreement.

4.5. Reconciliation Reports
At the end of each calendar quarter, no later than the 15th of the following month, WEE shall place a reconciliation report with the Seller for the past calendar quarter in the PA.
The seller shall, within 5 (five) working days after the sending of the WEE Reconciliation Report, be obliged:
(a) If there is a disagreement, raise a reasoned objection and forward its version of the Reconciliation Act to doc@WEE.ae. WEE shall consider the objections within 5 (five) working days. The parties must agree on a reconciliation statement before the end of the next calendar quarter.
If the Seller fails to report the disagreement within the specified period, the Reconciliation Report posted by WEE in the PA shall be deemed to be:
(b) duly agreed by the Parties (with the date of agreement being the last day of the deadline for feedback from the Seller); and
(c) by duly confirming that the Seller has agreed on all amounts and other conditions specified in the Certificate.
5. LIABILITY
5.1. General
In case of non-fulfillment or improper fulfillment by the Parties of their obligations under the Agreement, the Parties shall bear responsibility according to the terms of the Agreement, and in the part not settled by the Agreement - in accordance with the legislation of the UAE.

5.2. Compensation for damages
The Seller shall, at the request of WEE, indemnify the documented damage to WEE including, but not limited to, any of the following violations:
(a) Violation of the requirements of the legislation on consumer protection;
(b) Violation of the Seller's Representations and Obligations in paragraph 12 of this Agreement;
(c) Breach of the obligations set forth in Clause 13 "Confidentiality and Personal Data" of this Agreement.
Compensation for damages under the terms of the Agreement or its Supplements shall be calculated and paid, including by withholding, on the basis of a claim sent by WEE to the PA or to the Seller's e-mail.

5.3. WEE Limitation of Liability
To the maximum extent permitted by law, the Parties agree that:
(a) Any claim to or in connection with WEE under the Contract shall be limited to actual damages and shall in no circumstances include loss of profits or other consequential losses;
(b) WEE shall be exempt from liability for failure to perform or for improper performance of its obligations if the Seller failed to inform WEE of its claim within thirty (30) days from the date on which the Seller became aware or should have become aware of the existence of the grounds for such claim;
(c) WEE shall not be liable for transactions involving the sale of products to Purchasers, except in cases where the violation of the Purchaser's rights arose through the fault of WEE, in which case WEE shall indemnify the Seller for documented losses caused to the Customer as a result of the presentation of the relevant claims or claims, if the Seller shall immediately notify WEE of their receipt and invite to participate in the examination. WEE shall not be liable under any circumstances for the quality of the products delivered to the Buyer in the intact factory packaging or the Seller's packaging, which does not bear any traces of tampering;
(d) The Seller shall indemnify WEE against any claims and claims of third parties in connection with the products (or otherwise in connection with the Contract) and shall indemnify WEE against any property losses and expenses incurred in connection with such claims and claims;
(e) WEE shall not be liable for failure to perform or for improper performance of its obligations if Seller has provided WEE with false, incomplete, inaccurate or misleading representations or information.

5.4. Force-majeure
The parties shall not be liable for the failure to perform or for the improper performance of obligations under the Agreement if it is caused by the effect of extraordinary and unpreventable circumstances (circumstances of force majeure), which are confirmed by documents of competent authorities. If circumstances of force majeure continuously last more than six months, any Party shall have the right to refuse to execute the Agreement without compensation to the other Party.
The Parties recognize that any restrictions and/or prohibitions and/or other orders of the authorities in connection with the prevention of the spread of COVID-19 virus infection that have affected the performance of the obligations under the Agreement are recognized as extraordinary and unforeseen circumstances and do not require additional confirmation by the competent authorities because of their public knowledge.

5.5. Other measures of responsibility of the Parties
Additional liability of the Parties may be provided for in the Annexes to the Agreement.

5.6. Applicable law and dispute resolution
The contract is regulated and subject to interpretation under UAE law. The parties shall make every effort to resolve any disputes and disagreements arising between them under the Agreement or in connection therewith through negotiations. The period for consideration of a claim shall be 30 (thirty) calendar days from the date of receipt. Any dispute that has not been resolved through negotiation is subject to a decision in the Dubai Court.
6. PERSONAL ACCOUNT
6.1. Information about the Seller
The seller is obliged to indicate the commercial designation in the Personal Account in accordance with the requirements of the legislation, including without any misconception as to the ownership of the PA by a certain person.
Before concluding the Contract, the Seller shall provide the following information about himself:
- Company Name;
- location (address);
- operating mode;
- Trade License number
- Tax Registration number (if available)
The Seller undertakes to provide timely information on the change of the above information.

6.2. Password Privacy
The Seller undertakes to take all necessary measures to ensure the confidentiality of the password and not to disclose the login and password to third parties, except in cases when these persons act on the instructions of the Seller (he is responsible for their actions as for his own).

6.3. Change Password
If the Seller has suspicions about the security of his password or the possibility of its unauthorized use by third parties, the Seller is obliged to immediately notify the support service through the Personal Account Manager or by contacting it, after which to change the password of the Personal Account Manager.
If WEE has suspicions regarding the use of the Seller’s PA by a third party or malicious software, WEE is entitled to unilaterally change the Seller's password to its PA. The new password shall be communicated to the Seller only upon personal request to the Seller's support and identification service.

6.4. Right to Deactivate PA
The WEE with prior notice is entitled to deactivate the Seller’s personal account (to suspend the rendering of Services) in the aggregate of the following factors:
(a) The seller has activated two or more personal accounts per legal entity;
(b) the range of products in the Seller’s PA coincides by more than 40%.
WEE will deactivate all PA except one at the Seller's option. If the Seller has not provided information about the PA to be left within 1 (one) working day from the date of the Notice, WEE shall leave the PA to which the Contract is attached with the earliest date of conclusion activated.

6.5. Removal of the PA after termination of Agreement
Upon completion of all actions with respect to previously placed orders, WEE removes the Seller’s PA and all information about the Seller's products from the Platform without possibility of restoration.

6.6. Loss of Personal Account for technical reasons
In case of loss of the Personal Cabinet due to any failures or other technical reasons, WEE will do its best to restore the Personal Cabinet as soon as possible. In case of irrevocable loss of the Personal Cabinet WEE is not responsible. The Seller is entitled to re-registration on the Platform.
7. PRODUCT CARD
7.1 Create Product Card
The seller creates a new Product Card manually by himself or with the help of the WEE support staff.

7.2. Responsibility for the information in the Product Card
The seller is responsible for the compliance of the information in the Product Card with the requirements of the legislation on consumer protection. The seller is obliged to maintain the topicality and reliability of the information about the products and their price placed in the Cards. If the Products Card contains false information, the Seller assumes any negative consequences, including the calculation of the WEE Award based on false data.

7.3. Product Card Processing
WEE has the right to check any Product Card (both at the stage of its creation and after its placement on the Platform) and in case the content of the Card does not comply with the UAE legislation or the terms of the Agreement of its choice:
(a) require changes to be made by the Seller (and the Seller is obliged to make them immediately);
(b) independently change the category of products or the content of the Product Cart;
(c) block the product card making it unavailable for ordering.

7.4. Product Card Usage
WEE is entitled to place a Product Card and/or any of its information blocks:
(a) on the Platform in conjunction with price offers of similar products by other Sellers; and
(b) on third-party resources for advertising and marketing purposes, with the cost of such placement determined by WEE additionally according to the terms of the Agreement.

7.5. Content production services
At Seller's request, WEE is able to provide additional services for content creation - filling in the Product Cards, photo content creation. Such serivces are provided at a separate cost available in "WEE Commissions and Tariffs section".
8. PRODUCT REQUIREMENTS
8.1 General Product Requirements

8.1.1. Platform Compliance
The products must comply with the terms of the Agreement, the description in the Card of the products and other requirements of WEE in the Personal Account by all parameters. If the products do not comply with any such requirements, WEE may refuse or suspend the performance of obligations in respect of such products (and all additional costs in such case will be borne by the Seller).

8.1.2. Product Quality
The products must be of adequate quality, i.e., suitable for the purposes for which the products of this kind are commonly used, must not have visible changes, deformations or breakdowns of the products themselves or their packaging. The seller, at the request of WEE to the PA before or after the start of the sale of the products, shall indicate in the PA the requisites (and/or upload copies) of documents confirming the conformity of the quality of the products to all mandatory requirements, and maintain the relevance of such documents in the PA (if they change), and also provide information about the classification of hazard of the products.

8.1.3. Intellectual Property Rights (IPR)
In respect of all products, the Seller shall obtain the exclusive right or licenses or other necessary consents to use the trade names, trademarks, service marks, trade names, names, images and/or other third parties protected by IPR. The seller, upon request from WEE, must provide copies of the documents confirming the right to use IPR before or after the sale of the products.

8.1.4. Provision of documents
The seller is obliged to provide WEE with certified copies of any requested documents within 3 (three) working days from the date of the request confirming that the products comply with the requirements of the legislation and the Contract.

8.1.5. Item Identification
Each variation of the product in terms of colors, dimensions and gender must have its own product number and barcode.

8.1.6. Product packaging
The products are delivered in a package and/or packing, ensuring safety of the products during its transportation, sorting, carrying out warehouse processes, storage, loading into vehicles and unloading from them in normal conditions.

8.1.7. Item Matching
To the extent that different legal requirements apply to a particular product, the product must meet the following conditions:
(a) Labels
Each unit of the products shall be individually packed with well-read labels (in English and visible on the outside of the package) indicating the name of the products, their main characteristics, date of manufacture and shelf life (service life).
(b) Quality Assurance
The Seller lists the products for which the Seller or manufacturer has placed the guarantee and the warranty periods for the products The Seller lists in the Products Card.
(c) Documentation
The package must contain a warranty card (if available), an instruction in English, and other necessary documentation.
(d) Serviceable life (useful life)
The shelf life (service life) of the products must comply with the requirements of the UAE legislation.
(e) Inspection of the Products before transfer to the Customer
If, in accordance with the requirements of the legislation, it is necessary to check the efficiency of the Products before transferring it to the Client, such check is carried out in the Warehouse of the Seller before transferring the Products to the Delivery Service.

8.2. List Of Prohibited Products
The Seller shall not place for sale on the Platform any products whose sale by remote means is prohibited by UAE law, including (without limitation) the following products:
· All kinds of narcotic drugs
· Mobile phone signal boosters, amplifiers, or repeaters
· GPS vehicle tracking systems, devices, or accessories
· products bearing Israel marks, logos, or flag
· products intended to be imported from boycotted countries
· Any item containing animal products/ingredients sourced from animals listed on the WWF Endangered Species list
· Gambling tools and machineries
· Three layered fishing nets
· Original engravings, prints, lithographs, sculptures and statues in any material
· Used, reconditioned and inlaid tires
· Radiation polluted objects and substances
· Printed publications, oil paintings, photographs, pictures, cards, books, magazines, stone sculptures and mannequins which contradict Islamic teachings, decencies, or deliberately imply immorality or turmoil
· Any other products, the importation of which is prohibited under the authority of U.A.E. and K.S.A customs laws or any other laws in the country
· Forged or duplicate currency
· Human body parts or products except for hair from a human for the purpose of wig and extension based products
· Home-made foods
· Adult products
· Alcohol
· Livestock
· Firearms, bullets, weapons, and knives (except for kitchenware)
· Restricted and controlled medicines and drugs or prescription drugs
· IDs and Licenses
· Tobacco
9. RETURN OF PRODUCTS
9.1 Return of products after buyer's refusal
In case of refusal of the Buyer to accept the order, WEE shall refund the items to the Seller's address within 1 (one) calendar day from the date of acceptance of the products from the Buyer. The Seller is obliged to pay WEE the cost of delivery and return according to the Tariffs.
The Seller is obliged to accept the shipments strictly within the time interval in compliance with the WEE order.

9.2 Customer Return
The buyer has the right to return the products ordered on the WEE website within 15 days, in case these products are subject to return, were not in use or damaged by the buyer initiating the process by contacting WEE support.

9.2.1. The Purchaser may submit a request for the return of purchased Products within 15 days from the date of receipt of such Products by contacting WEE Support. WEE forwards the request to the vendor. After submitting a return request, the Seller has only one business day to review and take action on such request; otherwise, the return request is considered to have been originally approved.

9.2.2. WEE will arrange to receive the returned Merchandise after the initial approval and will deliver it back to you. The Seller must physically inspect, review, and inform us of his decision to accept the returned products within one working day from the moment of receipt of the returned products; otherwise, such a return request will be considered final approved and will be deducted from your sales revenue.

9.3. Accepting Failures/Returns
The seller accepts returned products by quantity strictly within the time interval set by WEE. The seller accepts products by quantity and quality within 1 (one) working days from the date of acceptance by the quantity of cargo places. If the Seller fails to raise a justified objection to the WEE within the specified period of time, the products shall be deemed to have been transferred in the quantity claimed. If the products are returned in the shipment with intact packaging, the Seller's claims to the quantity and quality of the products in such shipment are not accepted.

9.4. Justified objections
The Parties agreed that they would accept as justified objections the results of the video recording of the assembly process, shipment in delivery or receipt from WEE, the opening of shipments, allowing to identify the disputed products or shipments and to record the defects revealed by the Seller.
10. FULLFILMENT
WEE is able to pick and ship Orders of the Seller to the Client. In order for this service to be executed, Seller has to transfer the Goods listed at www.wee.ae to the warehouse of WEE. Once the Order from the Client is received, WEE is picking up the Goods, sorts, packs and sends them for delivery. WEE can also provide the Seller with additional warehouse services such as labeling the Goods, multipacking, repacking, inserts, special and gift packaging.

Extensive list and cost for such services is available at "WEE Commissions and Tariffs section".
11. SELLER SERVICE QUALITY INDICATORS
11.1 Service Quality Metrics
WEE is entitled to establish the quality of the Seller's service before the Customer, the rate of cancellations of orders to the total number of orders, the rate of overdue deliveries due to the fault of the Seller, as well as other indicators, and their critical level. WEE has the right to change the indicators and their critical level unilaterally, notifying the Seller.

11.2. Deterioration of Quality Indicators
If the Seller's service quality has deteriorated to a critical level, WEE has the right to suspend or terminate the Agreement.
12. PAYMENTS AND MONETARY TRANSACTIONS
12.1 Right to Withhold. Set-off
Payment of remuneration and other amounts due to WEE under the Agreement shall be implemented by means of their deduction from the money due to the Seller. The reports in the PA shall be deemed by the Parties to be an appropriate Seller's Set-Off Notice.
The Parties have agreed that WEE has the right to set off counter claims against the Seller's obligations arising from other agreements concluded between WEE and the Seller by withholding the corresponding sums of money from the monies due to the Seller by sending a Notice.

12.2. Fulfilment of payment obligations
The obligation to pay any amount under the Contract shall be deemed to have been fulfilled from the moment the full amount of money is debited from the WEE correspondent account.

12.3. Payment details
WEE makes settlements under the Agreement on the Seller's details specified in the PA.
13. ASSURANCES AND GUARANTEES
The seller provides WEE with the following Assurances:

13.1 Credibility of Assurances
All Representations are true, valid, accurate and not misleading on the date of conclusion of the Agreement. In the event of any circumstances that may indicate their unreliability, invalidity or inaccuracy, the Seller shall promptly inform WEE thereof.

13.2. Information Authenticity and Regulatory Compliance
All documents and information provided prior to the conclusion of the Agreement and/or during the Seller's preliminary legal and financial review of the Seller's internal WEE procedures, including the procedures for security clearance and anti-money laundering controls (where applicable), were provided in a reliable, valid, accurate and non-misleading manner.
The seller confirms that it complies with and undertakes to comply with all applicable laws, including those relating to the prevention of the legalization of proceeds of crime, the prevention of corruption and bribery, the enforcement of sanctions and the prevention of illegal trade, the prohibition of the use of child or forced labour, the proper use of confidential information (including insider information), and to take no action that may violate such laws, or facilitate, encourage or induce anyone to participate in such activities.
The seller guarantees and confirms the implementation of a sufficient and effective internal control system; Measures to detect and prevent bribery and commercial bribery involving and/or against its employees in the course of the performance of their duties; the legalization of criminal proceeds; violations of applicable sanctions and illegal trade; misuse of confidential information (including insider information).
The Seller also agrees with and follows the WEE Anti-Corruption and Ethical Business policies.

13.3. Disclosure
The Seller shall have the organizational, financial, personnel and other resources necessary for the proper performance of the Contract; There are no other documents or information that could adversely affect WEE's opinion in assessing the potential risks associated with the conclusion or performance of the Contract, and the Seller is not aware of any facts, issues or other circumstances that have not been disclosed in writing by WEE, the disclosure of which would affect WEE's desire to conclude the Contract with the Seller.

13.4. Freedom of Contract
Until the conclusion of the Contract, the Seller:
(a) Did not have unequal negotiating power, and it was not significantly difficult to agree on a different content of the Agreement;
(b) have had a reasonable opportunity to review the terms of the Agreement and to participate in the determination of its terms by providing comments on the text of the Agreement;
(c) has carefully read the terms of the Agreement and, proceeding from its reasonably understood interests, has independently accepted all terms of the Agreement completely without changes.

13.5. Non-burdensome nature of the Agreement
Neither the Agreement in its entirety, nor any of its terms:
(a) does not deprive the Seller of the rights normally granted under contracts of this type;
(b) does not exclude or limit the liability of WEE for breach of the Agreement obligations; and
(c) does not contain conditions which are clearly onerous for the Seller.

13.6. No risk of liquidation or insolvency
None of the following events occur or occur on any date during the duration of the Agreement:
(a) The seller decides to liquidate itself;
(b) The seller files an application for bankruptcy or becomes insolvent (bankrupt) or declares a moratorium on meeting creditors’ claims or becomes unable to pay its debts;

13.7. No obstacles to the implementation of the Agreement
Signing or executing the Agreement is not a violation and will not lead to a violation:
(a) the Seller's corporate and internal documents;
(b) the provisions of the UAE laws
(c) orders or decisions issued to courts or public institutions; in respect of the Seller or
(d) the terms and conditions of any other agreements or Contracts to which the Seller is a party or which are binding on the Seller; and will not cause default under any such agreement or Agreement.

13.8. Conformity of products to the requirements of the Agreement
Each unit of products meets all the requirements of UAE law and the Agreement (to the extent that such requirements apply to it); and the Seller undertakes to comply with all the requirements of WEE to the list of products placed, the quality of their images, description of products, as well as other requirements in the part of information transmitted by the Seller to the Platform through his Personal Account. The Seller is obliged to assist in the inspection of the products and Cards by WEE for compliance with the requirements of the UAE legislation and the Contract, and to comply with the decisions of WEE taken as a result of such inspections.

13.9. Advertising
In the Product Card, in the images of the products and in its descriptions, advertising and marketing information (including, but not limited to, attachments of advertising materials in the transmitted order or packaging of the products) there are no watermarks, references to the Seller's Internet site or other resources on the Internet (except for information about the site of the Seller, manufacturer and/or importer on the products themselves or their packaging).

13.10. Rights of third parties
The Product Cards created by the Seller, information in them, as well as other materials and information transmitted by WEE in connection with the Agreement:
(a) do not violate the requirements of UAE law, legitimate interests and rights of third parties (including, without limitation, rights to the results of intellectual activity) and are permissible for posting on the Internet; and
(b) do not violate the dignity of the person, honor and good name, business reputation, privacy, personal and family secrets and other intangible benefits; The seller duly obtained (and at the first request WEE is ready to provide) the consent of all third parties to the use of images (including their photographs, works of fine art, audiovisual and other similar works in which they are depicted).

13.11. Intellectual Property Rights (IPRs) and Means of Individualization
With respect to the created Product Cards, their component parts and/or other materials transferred by WEE in connection with the Contract, the Seller has duly received:
(a) the exclusive right (or license/right to use and permit other persons to use such use) to any IPR contained therein;
(b) all necessary consents to the use of IPR without the name of the author and/or other persons who took part in their creation, as well as to the disclosure, introduction of changes, abbreviations and additions therein, supplying them with illustrations, preface, afterword, comments or any explanations; and
(c) all necessary consents to the use of trade names, trademarks, service marks, trade names, names, images and/or other third parties protected by IPR.

13.12. Copyright Claim
If WEE receives an application from the right-holder regarding the infringement of the exclusive rights to the products placed by the Seller on the Platform, WEE asks the Seller for documents confirming his right to sell such products, and the Seller is obliged to provide WEE documents. Until the documents are submitted, WEE has the right to block the Product Card, making it unavailable for ordering by the Customer.

Upon receipt of the documents, WEE decides whether or not the Seller's products should be placed on the Platform for sale. In the case of lawful placement of products, WEE removes the lock from the Seller's Product Card.
The right holder shall have the right to familiarize himself with the documents provided by the Seller in respect of the disputed products, as well as with the list of Sellers realizing the products for which the right holder has exclusive rights. WEE is not responsible for the transfer of data to the copyright holder.

13.13. Claims
The Seller undertakes to eliminate any claims independently and at his own expense:
(a) with respect to the products offered to them for sale on the Platform (including any claims for warranty and post-warranty service of the products), and undertakes to reimburse WEE for all documented and reasonable costs, costs and losses arising from the consideration of such WEE claims;
(b) connected with damage/destruction of property of third persons which occurred as a consequence of transfer of products not conforming to the requirements of the Contract and
(c) in connection with the violation of the rights or legitimate interests of third persons or any Assurance. In disputes, the Seller is obliged, at the request of WEE, to intervene on its side (without prejudice to other WEE rights) and to compensate the latter for the documented and justified damage caused by the proceedings and their consequences.
(d) In the event that WEE receives claims from the exclusive right holder and/or exclusive distributor (hereinafter referred to as the Right Holder) that the Seller has infringed exclusive rights in connection with the Seller's placement of Product Cards on the Site, WEE shall have the right to block the Card of the respective Product on the Site, making it unavailable for Customers to order. In case of disagreement with the blocking, the Seller shall independently and at its own expense undertake to negotiate with the Rights Holder to settle his claim.

WEE shall resume the provision of services under the Agreement in respect of the product concerned in the following cases:
(1) if the Owner of Rights has requested WEE to unlock the Seller's Product Card;
(2) If the Seller has given WEE the official written consent of the Right Holder to unlock the Product Card or a court decision confirming that the placement of the Product Card by the Seller does not violate the rights of the Right Holder of the exclusive right;
(3) if WEE finds that the information contained in the Product Card does not violate the rights of the Rights Holder.

13.14. Intellectual property
Each Party shall retain all intellectual property rights, trademarks and/or other intellectual property objects belonging to it (including logos, designs, drawings) that can be used within the framework of the Agreement (IP Objects). The conclusion of the Agreement shall not be construed as granting to the Seller any license and/or right of use with respect to WEE IP Facilities. Without the prior consent of WEE, the Seller may not publicly refer to the WEE brand name (or its logo or trademarks). WEE may publicly refer to the Seller's brand name (and its logo or trademarks) to identify it as a seller on the Platform or otherwise. Each Party undertakes not to register IP Objects similar to the IP Objects of the other Party, and not to use the provided information about IP Objects of the other Party except in connection with the performance of the Agreement.

13.15. Assistance by Parties
The Parties shall provide each other reasonable assistance in the protection of IP Objects (including by notifying each other of all known or alleged falsifications, copying, imitation, imitations or other violations of IP Objects rights). In this case, for the avoidance of doubt, only the right-holder retains the exclusive right to initiate proceedings in respect of the IP Objects belonging to him.
14. CONFIDENTIALITY AND PERSONAL DATA
14.1 Confidential Information
Confidential information is any information made known to the Parties in connection with the Agreement that is of commercial value to any of the Parties due to its unfamiliarity with third parties, including but not limited to:
· internal information, trade secrets, personal data,
· know-how, intellectual property,
· information about products, transactions, Buyers, price structure, marketing strategy, business opportunities, etc.,
· information about types and price of products/services, amount of commissions and other payments under the Agreement. Confidential information under the Agreement may be shared by the Parties with or without confidentiality. Parties may specify the confidentiality of the information transmitted in letters, documents received and transmitted, e-mail, oral or other means.

The Parties undertake:
1. Use Confidential Information only for the purposes of the Agreement;
2. To share Confidential Information only with those employees who need it for the purposes of the Agreement and with whom confidentiality obligations are signed;
3. Do not disclose Confidential Information to third parties without consent of the transferring Party (except disclosure to its professional consultants or on the basis of a justified request of a government authority);
4. To protect the received Confidential information from unauthorized access of third persons within 3 years after termination of the Contract.
Confidential does not include information available in public access.

14.2. Personal Information
The parties confirm and guarantee compliance with the requirements of the UAE personal data law.
By entering into the Agreement, Seller acknowledges the consent of its representatives and employees to WEE's processing of their personal data, including to transfer to companies with which WEE has concluded a contract to provide onboarding and support services to Seller on operational and technical issues of work on the Platform, as well as to partner companies conducting surveys and other marketing studies for the purpose of obtaining assessments and quality control of the Platform's work.

14.3. Personal Data of Customers
In cases when the Seller receives from WEE the personal data of the Buyer and/or transfers such data to third parties for the organization of delivery of products to the Buyers, the Seller is obliged to observe itself and to oblige such third parties to comply with the rules and principles of processing of personal data of the Customers, provided by the legislation of the UAE.
(a) to provide, upon request of WEE, within 10 (ten) calendar days information on the activities of third parties in processing the personal data of Customers necessary for its control;
(b) notify WEE immediately (within 24 hours) of the discovery of a personal data breach and its details at help@wee.ae

14.4. Liability for personal data breaches
The Seller shall be liable for any claims that may arise in connection with the violation of the UAE personal data laws arising from the use of the Customers' personal data for purposes other than those specified in the Agreement through the Seller's fault and shall reimburse WEE for the full amount of the damage caused by the Seller's fault within 5 (five) working days from the date of receipt of the claim.
Annex №1 "PROCEDURES FOR THE PROVISION OF WEE SERVICES"
1. Subject and cost of services

1.1. The cost of services is set in the assistance in the "Commission and WEE tariffs".

2. Receipt and processing of buyer's order

2.1. Information about available products
The Seller is obliged to indicate in real time to the Personal Account the actual quantity of each of the products, which he is ready to sell to the Buyers from each of the Warehouses of the Seller. Such items are available on the Order Site.

2.2. Mode of operation of the Seller and its Warehouses/Stores
The seller in the Personal Account establishes the Mode of operation of Warehouses according to the parameters specified in the PA. WEE has the right to set the minimum number of working days in the PA and the maximum time for assembly of the order. The chosen Mode of Operation shall ensure that the shipments can be delivered on time.

2.3. Order Information
When placing an order, information about the composition, quantity of products and their price is displayed in the Seller's PA.

2.4. Order Acceptance
The seller is obliged to accept the order by transferring the status of the application "Registered" with the help of a personal cabinet or API according to the terms indicated in the application received by the Customer Service Centre. If the Seller fails to do so within the prescribed time period, WEE shall have the right to fine the seller the amount of the cost of delivery for the buyer and/or cancel the order.

2.5. Assembly

2.5.1. After accepting the order, the seller is obliged to collect the order within the period indicated in the personal account and to provide up-to-date information about the composition of the order to WEE by editing the quantity of products in the order. If there are no positions in full, in the quantity column specify 0.

2.5.2. The seller collects, completes and packages the products in the application on his own and at his own expense. The seller is obliged to pack the products so as to ensure their safety in the delivery process and neat appearance. Packaging must prevent access to attachments without damaging them. Each application must be accompanied by a label printed from your account.
WEE recommends to produce photo/video fixation of products in the application. This will resolve possible differences in contentious situations.

2.5.3. The Seller is obliged to collect, assemble, order and notify WEE thereof through relaying of the status “Packed” by means of their personal cabinet or API according to the terms indicated in the application submitted to the PA. If the Seller fails to do so within the prescribed time period, WEE shall have the right to fine the seller the amount of the cost of delivery for the buyer and/or cancel the order.

2.6 Shipment

2.6.1. The seller transfers the items strictly in accordance with the listing of the order in the personal account. In the event of non-compliance, the Seller assumes the risk of any negative consequences and compensates WEE for the documented losses incurred in the return of the wrongly transferred shipment.
When transferring products, the seller is obliged to make photo/video recording of packed orders. This data will serve as evidence in the event of claims arising in the event of damage to orders during delivery.

2.6.2. WEE accepts shipments based on the number of items in the order. In the event of a discrepancy in the number of items, the Seller shall be responsible for compliance of the consignments with the products listed in the order.

3. DELIVERY

3.1. Shipping Cost
The cost of delivery is set in the help section "WEE commissions and tariffs". WEE shall notify the Seller of the change in delivery cost for 7 (seven) calendar days. Shipping costs are not included in the price of the product.

4. RESPONSIBILITY OF THE PARTIES

4.1. Limitation of WEE liability to the Seller
WEE shall not be liable to the Seller in cases where:
(a) failure to perform or improper performance of WEE's obligations under the Annex is the fault of the Seller, the Delivery Service or the Customer;
(b) The loss, damage or non-delivery of the shipment or the products included therein occurred as a consequence of force majeure circumstances, packaging defects or the nature of the products;
(c) The loss or damage of the consigned products could not be detected by WEE provided that the outer packaging was intact at the time of receipt. The Parties acknowledge that if the Customer declares the absence of the products or their inadequate quality when delivering the unbroken package shipment, this is proof that WEE is not guilty for the loss or damage of such products;
(e) the shipment or the products included in it are delayed, seized in accordance with the procedure established by the legislation of the UAE.

4.2. WEE Client Liability Limitation
WEE is not responsible to the Customer for possible non-conformity to the Customer's order of the list of products actually transferred to him by WEE or the Delivery Service.

4.3. Vehicle downtime
The Seller is responsible for the WEE vehicle arriving for the Transfer of shipments to the Seller in violation of the agreed time interval, in the amount of the cost of waiting for delivery, up to the cancellation of the request and payment

4.4. WEE limits of liability for shipments and products
If the Seller is in possession of WEE during the performance of the Shipment Obligations or the Seller's products are liable to the Seller for their loss or damage if they occurred through WEE's fault during the period from the receipt of the WEE Shipments and until the delivery of the Shipments to the Purchasers or until the return of the Shipments to the Seller.

4.5. Determination of the amount of compensation for the shipment or products
In the event of damage or loss of the shipment or products, WEE shall be liable, if any, in the amount of the cost of the shipment or products, less the full or partial amount of the Commission, based on the nature of the damage to the shipment

4.6. Consequences of breach of contract by the Seller
In case of violation of the Seller's obligations under the Agreement, WEE may suspend the placement on the Site of one or more of the Seller's products until the moment of elimination of the violation or until the circumstances of the violation are clarified. In case of repeated violation of obligations by the Seller (two or more times), WEE shall have the right to unilaterally refuse to render services in respect of the Seller's products on which the violation occurred. The parties acknowledge that these WEE actions do not constitute a breach of WEE obligations under the Agreement.

4.7. Violations of obligations by the Seller
Violations of obligations by the Seller include, but are not limited to:
(a) non-compliance of the products transferred by the Seller with the characteristics declared in the Product Card;
(b) the non-compliance of the residual shelf life of the products with the requirements of the Agreement;
(c) No confirmation of the order's readiness to be transferred within the established time limit;
(d) provision of false information about delivery dates, delivery geography, mode of operation of Seller's Warehouses, track-numbers of orders and other obligatory information;
(e) Seller's actions/omissions which result in WEE cancelling the Buyer's order;
(f) the use and dissemination of Customers' personal data obtained from WEE for purposes other than for the purpose of fulfilling Contract obligations;
(g) advertising attachments in orders for the purpose of promotion of own brand and/or Site;
(h) other cases of violation by the Seller of obligations under the Agreement.