THIS E-COMMERCE AGREEMENT (THE “AGREEMENT”) CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICE AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT AND C6. BY REGISTERING FOR OR USING THE SERVICE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
“Sales Proceeds” means the gross proceeds from the sale of any items sold on behalf of any registrant to the Service
“Service” means the use of C6 Distributors Incorporated’s website as an e-commerce store to display items for sale which C6 Distributors Incorporated will deliver free of cost to any customers purchasing products for the monthly fee listed in this Agreement
“we,” or “our” means C6 Distributors Incorporated and any of its applicable Affiliates
“you” means the applicant or the business employing the applicant and any of its Affiliates
“Your Product” means any product that you have offered through the Service
“Your Taxes” means any and all sales, goods and services, use, excise, premium, import, export, value added, consumption, and other taxes, regulatory fees, levies (specifically including environmental levies), or charges and duties assessed, incurred, or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products or services by you on or through or in connection with the Service as directed by the relevant statutory guidelines in force at any time in Barbados
You must complete the registration process to begin using the Service. Use of the Service is limited to parties that can lawfully enter into and form contracts under applicable Law. As part of the registration, you must provide us with your (or your business’) legal name, address, phone number and e-mail address, incorporation or registration documents as well as any other information we may request. Any personal data you provide to us will be handled in accordance with C6’s Privacy Notice.
- Payment Information
To use the Service, you must provide us valid bank account information for a bank account or bank accounts acceptable by C6 (conditions for acceptance may be modified or discontinued by us at any time without notice) (“Your Bank Account”). You will promptly update all information provided to us in connection with the Service as necessary to ensure that it remains accurate, complete, and valid at all times. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information) or to obtain credit reports about you from time to time. All payments to you will be remitted to Your Bank Account through a banking network, by cheque or by any other means specified by us.
If we determine that your actions or performance may result in returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to C6 or third parties, then we may in our sole discretion withhold any payments to you for as long as we determine any related risks to C6, or third parties persist. For any amounts that we determine you owe us, we may (a) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you; (b) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt; (c) reverse any credits to Your Bank Account; or (d) collect payment or reimbursement from you by any other lawful means. If we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to repeatedly violate our policies, then we may in our sole discretion permanently withhold any payments to you. All amounts contemplated in this Agreement will be expressed and displayed in Barbados Dollars, and all payments contemplated by this Agreement will be made in Barbados Dollars.
- Term and Termination
The term of this Agreement will start on the date of your completed registration for use of the Service and continue until terminated by us or you as provided below. You may terminate the Service for convenience upon providing sixty (60) day’ advance notice to us via email, the Contact Us form, or similar means. We may terminate your use of the Service for convenience with thirty (30) days’ advance notice. We may suspend or terminate your use of the Service immediately if we determine that (a) you have materially breached this Agreement and failed to cure within seven (7) days of a cure notice unless your breach exposes us to liability toward a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion; or (b) your account has been, or our controls identify that it may be used for deceptive or fraudulent, or illegal activity. We will promptly notify you of any such termination or suspension via email or similar means, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards. On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination, and (e) Sections 3, 4, 5, 6, 7, 8, 9, 11, 14, 15, and 35 of this Agreement survive.
You grant us a royalty-free, non-exclusive license for the duration of your original and derivative intellectual property rights to offer for sale any and all of Your Products for the Service, and to sublicense the foregoing rights to our Affiliates; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Products; provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Products without your consent to the extent that such use is allowable without a license from you or your Affiliates under applicable Law.
Each party represents and warrants that: (a) if it is a business, it is duly organized, validly existing and in good standing under the Laws of the Barbados; (b) it has all requisite right, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and authorizations in this Agreement; (c) any information provided or made available by one party to the other party or its Affiliates is at all times accurate and complete; and (d) it will comply with all applicable Laws in performance of its obligations and exercise of its rights under this Agreement.
7.1 Your indemnification obligations. You will defend, indemnify, and hold harmless C6, and our officers, directors, employees, and agents, against any third-party claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to (a) your non-compliance with applicable Laws; (b) Your Products, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death (to the extent the injury or death is not caused by C6), or property damage related thereto; (c) Your Taxes and duties or the collection, payment, or failure to collect or pay Your Taxes or duties, or the failure to meet tax registration obligations or duties; or (d) actual or alleged breach of any representations you have made.
7.2 C6’s indemnification obligations. C6 will defend, indemnify, and hold harmless you and your officers, directors, employees, and agents against any third-party Claim arising from or related to: (a) C6’s non-compliance with applicable Laws; or (b) allegations that the operation of the Service infringes or misappropriates that third party’s intellectual property rights.
7.3 Process. If any indemnified Claim might adversely affect us, we may, to the extent permitted by applicable Law, voluntarily intervene in the proceedings at our expense. No party may consent to the entry of any judgment or enter into any settlement of an indemnified Claim without the prior written consent of the other party, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects that party.
- Disclaimer & General Release
a. We and our affiliates disclaim: (i) any representations or warranties regarding this Agreement or the Service, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement; (ii) implied warranties arising out of course of dealing, course of performance, or usage of trade; and (iii) any obligation, liability, right, claim, or remedy in tort, whether or not arising from our negligence. We do not warrant that the service will meet your requirements or be available, timely, secure, uninterrupted, or error free, and we will not be liable for any service interruptions, including but not limited to system failures or other interruptions that may affect the receipt, processing, acceptance, completion, or settlement of any transactions.
b. Because C6 is only an intermediary in transactions between customers and vendors, if a dispute arises between customers and vendors, each participant releases C6 (and its agents and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
- Limitation of Liability
We WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY), OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF C6 HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX-MONTH PERIOD PAID BY YOU TO C6 IN CONNECTION WITH THE SERVICE.
- Tax Matters
As between the parties, you will be responsible for the collection, reporting, and payment of any and all of Your Taxes.
- Confidentiality and Personal Data
During the course of your use of the Service, you may receive Confidential Information. You agree that for the term of the Agreement and 5 years after termination: (a) all Confidential Information will remain C6’s exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Service; (c) you will not otherwise disclose Confidential Information to any other Person except as required to comply with the Law; (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and (e) you will retain Confidential Information only for so long as its use is necessary for participation in the Service or to fulfill your statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfillment of statutory obligations. The foregoing sentence does not restrict your right to share Confidential Information with a governmental entity that has jurisdiction over you, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity. You may not issue any press release or make any public statement related to the Service, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission or misrepresent or embellish the relationship between us in any way.
Generally, you may not use customer personal data in any way inconsistent with applicable Law. You must keep customer personal data confidential at all times (the above 5 years’ term limit does not apply to customer personal data).
- Force Majeure
We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.
- Relationship of Parties
- Suggestions and Other Information
If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, or other feedback or materials to us in connection with or related to the Service (including any related Technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content.
14.1. We will provide at least fifteen (15) days’ advance notice in accordance with Section 35 for changes to this Agreement.
14.2 However, we may change or modify this Agreement at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to the Service (where this does not materially adversely affect your use of the Service); or (c) to restrict products or activities that we deem unsafe, inappropriate, or offensive. We will notify you about any change or modification in accordance with Section 35.
14.3 Your continued use of the Service after the effective date of any change to this Agreement in accordance with this Section 14 will constitute your acceptance of that change. If any change is unacceptable to you, you agree not to use the Service and to end this Agreement as described in Section 4.
- Password Security
Any password we provide to you may be used only during the Term to use the Service. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.
- Service Deliverables
We will list Your Products on the Service, conduct merchandising and provide delivery services in accordance with this Agreement. We may use mechanisms that rate or allow shoppers to rate Your Products and we may make these ratings and feedback publicly available. We will alert you for each order of Your Products placed through the service. We will also receive all Sales Proceeds on your behalf for each of these transactions and will have exclusive rights to do so and will remit them to you in accordance with this Agreement. We may permit certain customers to place invoiced orders for Your Products, in which case remittance of Sales Proceeds may be delayed according to each customer’s invoicing terms.
- Cancellations, Returns, and Refunds
The C6 Refund Policy will apply to Your Products. We will promptly accept, calculate, and process cancellations, returns, refunds, and adjustments in accordance with this Agreement and you will reimburse us for all costs associated with said cancellations, returns, refunds.
- Delivery Errors
We will accept responsibility for any non-performance, non-delivery, misdelivery, theft, or other mistake or act in connection with the delivery of Your Products only to the extent that such non-performance, non-delivery, misdelivery, theft, or other mistake is caused intentionally or negligently by anyone authorised to act on our behalf.
- Nonconformities and Recalls
You are responsible for any non-conformity or defect in, any public or private recall of, or safety alert of any of Your Products or other products provided in connection with Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls, or safety alerts of Your Products or other products provided in connection with Your Products.
You will pay us a monthly fee of $750.00 in advance each month for use of the Service.
- Remittance of Sales Proceeds
We will remit to the proceeds of sale from Your Products on a bi-weekly (fourteen (14) day) (or at our option, more frequent) basis, less: any taxes that C6 automatically calculates, collects, and remits to a tax authority according to applicable law.
We may establish a reserve on your account based on our assessment of risks to C6 or third parties posed by your actions or performance, and we may modify the amount of the reserve from time to time at our sole discretion.
When you either initially provide or later change Your Bank Account information, remittance may be deferred by up to fourteen (14) days.
All proceeds from sale of Your Products will be available for your viewing on the Service. Net Sales Proceeds from non-invoiced orders will be credited to your available balance when they are received by us or our Affiliates. Sales Proceeds from invoiced orders will be credited to your available balance: (a) if you have elected in advance to pay a fee to accelerate remittance of Sales Proceeds from invoiced orders, on the day all of Your Products included in an invoiced orders are shipped; or (b) otherwise, no later than the seventh day following the date that an invoiced order becomes due.
- C6’s Service
C6 has the right to determine, the design, content, functionality, availability and appropriateness of its websites, selection, and any product or listing on the Service, including your use of the same. C6 may assign any of these rights or delegate any of its responsibilities.
We will provide storage services at our warehouse as described in this Agreement. Once we confirm receipt of delivery from you, we will keep electronic records that track inventory of all Your Products delivered to us. We will not be required to physically mark or segregate Your Products from other inventory owned by us, our Affiliates or third parties in our warehouse. If we elect to commingle Your Products with such other inventory, both parties agree that our records will be sufficient to identify which products are Your Products. If there is a loss of or damage to Your Products while they are being stored, we will, compensate you, and you will, at our request, provide us a valid tax invoice for the compensation paid to you. If we compensate you for Your Products, we will be entitled to dispose of the Your Products pursuant to Section 27. At all other times, you will be solely responsible for any loss of, or damage to Your Products. Our confirmed receipt of delivery does not: (a) indicate or imply that Your Products have been delivered free of loss or damage, or that any loss or damage to Your Products later discovered occurred after confirmed receipt of delivery; (b) indicate or imply that we actually received the number of Your Products specified by you for such shipment; or (c) waive, limit, or reduce any of our rights under this Agreement. We reserve the right to change scheduling restrictions and volume limitations on the delivery and storage of your inventory in our warehouse in accordance with this Agreement, and you will comply with any of these restrictions or limitations.
As part of our Service, we will ship Your Products from our inventory of Your Products to the addresses in Barbados included in valid customer orders or submitted by you as part of a Fulfillment Request. We may ship Your Products together with products purchased from other merchants, including any of our Affiliates. We also may ship Your Products separately that are included in a single Fulfillment Request.
- Customer Returns
26.1 We will receive and process returns of Your Products that were shipped in accordance with our Return Policy. Any items that are properly returned will be placed back into the inventory of Your Products.
26.2 Subject to Section 27, we will, at your direction, either return or dispose of any of Your Products that are returned to us by a customer and that we determine is unsuitable.
- Returns to You and Disposal
27.1 You may, at any time, request that Your Products be returned to you or that we dispose of Your Products.
27.2 We may with notice return Your Products to you, including upon termination of this Agreement. Returned items will be sent to your designated shipping address. However, if (a) the designated shipping address we have for you is outdated or incorrect, or (b) you have not provided or, upon our request, confirmed a designated shipping address, then the item(s) will be deemed abandoned and we may elect to dispose of them as appropriate based on the inventory (e.g., by selling, recycling, donating, or destroying it) and retain any proceeds we may receive from the disposal.
We may dispose of any unsuitable items (and you will be deemed to have consented to our action): (d) immediately if we determine that (i) the item creates a safety, health, or liability risk to C6, our personnel, or any third party; (ii) you have engaged in fraudulent or illegal activity; or (iii) we have cause to terminate your use of the Service with immediate effect pursuant to Section 4 and are exposed to liability towards a third party; (e) if you fail to direct us to return or dispose of any unsuitable item within thirty (30) days after we notify you that the item has been recalled; or (f) if you fail to direct us to return or dispose of any unsuitable items within thirty (30) days after we notify you that its removal is required. In addition, you will reimburse us for expenses we incur in connection with any unsuitable items.
27.3 You may, at any time, request that we dispose of Your Products. In this case, we may dispose of these items as appropriate based on the inventory (e.g., by selling, recycling, donating, or destroying it) and retain any proceeds we may receive from the disposal. Title to each disposed item will transfer to us (or a third party we select such as a charity) at no cost, free and clear of any liens, claims, security interests or other encumbrances to the extent required to dispose of the item, and we may retain any proceeds, we may receive from the disposal.
27.4 You will promptly notify us of any recalls or potential recalls, or safety alerts of any of Your Products and cooperate and assist us in connection with any recalls or safety alerts, including by initiating the procedures for returning items to you under our standard processes. You will be responsible for all costs and expenses you, we or any of our or your Affiliates incur in connection with any recall or potential recall or safety alerts of any of Your Products (including the costs to return, store, repair, liquidate, or deliver to you or any vendor any of these products).
- Customer Service
28.1 We will be responsible for all customer service issues relating to packaging, handling and shipment, and customer returns, refunds, and adjustments. We will determine whether a customer will receive a refund, adjustment or replacement and we will require you to reimburse us where we determine you have responsibility in accordance with this Agreement. We will promptly notify you when you are responsible for a customer refund. You may appeal if you disagree with our finding within thirty (30) days after our notification, in addition to your right to request that the items be returned to you under Section 27.
28.2 Where the wrong item was delivered or the item was damaged or lost or is missing, unless we determine that the basis for such request is caused by you or any of your employees, agents, or contractors, we will, at our option: (i) ship a replacement item to the customer and reimburse you for the replacement item, or (ii) process a refund to the customer and reimburse you for the item; Except as expressly provided in this Section 28, you will be responsible for all costs associated with any replacement or return.
28.3 If we provide a replacement item or refund as described in Section 28 to a customer and that customer returns the original item to us, we will be entitled to dispose of the item pursuant to Section 27, or, if it is a sellable item, we may, at our option, place such item back into your inventory in accordance with Section 26. If we do put an item back into your inventory, you will reimburse us for the applicable Replacement Value of the returned item.
We may as appropriate keep part of or all proceeds of any items that we are entitled to dispose of pursuant to Section 27 above, or to which title transfers, including returned, damaged, or abandoned items. You will have no security interest, lien, or other claim to the proceeds that we receive in connection with the sale, fulfillment, and/or shipment of these items.
In addition to your obligations under Section 7 of this Agreement, you also agree to indemnify, defend, and hold harmless us, our Affiliates, and our and their respective officers, directors, employees, representatives, and agents against any Claim that arises from or relates to: (a) the items (whether or not title has transferred to us, and including any item that we identify as yours pursuant to Section 24), including any personal injury, death, or property damage; and (b) any of Your Taxes or the collection, payment, or failure to collect or pay Your Taxes.
IN ADDITION TO THE DISCLAIMER IN SECTION 8 OF THIS AGREEMENT, WE DISCLAIM ANY DUTIES OF A BAILEE OR WAREHOUSEMAN, AND YOU WAIVE ALL RIGHTS AND REMEDIES OF A BAILOR (WHETHER ARISING UNDER COMMON LAW OR STATUTE OR OTHERWISE), RELATED TO OR ARISING OUT OF ANY POSSESSION, STORAGE, OR SHIPMENT OF YOUR PRODUCTS BY US OR OUR AFFILIATES OR ANY OF OUR OR THEIR CONTRACTORS OR AGENTS.
- Additional Representation
In addition to your representations and warranties in Section 6 of this Agreement, you represent and warrant to us that: (a) you have valid legal title to Your Products and all necessary rights to distribute Your Products; (b) you will deliver Your Products to us in new condition (or in such condition otherwise described by you in the applicable your product listing) and in a merchantable condition; (c) Your Products and their packaging will comply with all applicable marking, labeling, and other requirements required by Law; and (d) you and all of your subcontractors, agents, and suppliers involved in producing or delivering Your Products will strictly adhere to all applicable Laws.
We may at any time require you to provide any financial, business or personal information we request to verify your identity. You authorize us to obtain from time to time consumer credit reports to establish or update your account with us or in the event of a dispute relating to this Agreement. You agree to update all information promptly upon any change. The C6 Payments Privacy Notice applies to transactions processed by C6.
- Dormant Accounts
If there is no activity (as determined by us) in connection with your account for the period of time set forth in applicable unclaimed property laws and we hold Sales Proceeds on your behalf, we will notify you by means designated by us and provide you the option of keeping your account open and maintaining the Sales Proceeds in your account. If you do not respond to our notice(s) within the time period we specify, we will send the Sales Proceeds in your account to Your Bank Account
This Agreement will be governed by the laws of Barbados.
You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt to assign or otherwise transfer in violation of this section is void; provided, however, that upon notice to C6, you may assign or transfer this Agreement, in whole or in part, to any of your Affiliates as long as you remain liable for your obligations that arose prior to the effective date of the assignment or transfer under this Agreement. You agree that we may assign or transfer our rights and obligations under this Agreement: (a) in connection with a merger, consolidation, acquisition or sale of all or substantially all of our assets or similar transaction; or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for C6 as the party to this Agreement. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. Because C6 is not your agent (except for the limited purpose set out in the Transaction Processing Service Terms), or the customer’s agent for any purpose, C6 will not act as either party’s agent in connection with resolving any disputes between participants related to or arising out of any transaction.
C6 will provide notice to you under this Agreement by posting changes to our site, by sending you an email notification, or by similar means. You must send all notices and other communications relating to C6 to our email, the Contact Us form, or similar means. We may also communicate with you electronically and in other media, and you consent to such communications.
If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. This Agreement represents the entire agreement between the parties with respect to the Service and related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings.