Last updated: 10 January, 2023
The version of this Agreement in English is the definitive legal version.
Welcome to YuHu Creates, a suite of optional Vendor services including Selling on YuHu Creates Powered by VegaVend, Sponsored Ads and Selling Partner API.
THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES THROUGH A PARTICULAR ACCOUNT OR ACCOUNTS AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT (“YOU”) AND YuHu Creates (THE “AGREEMENT”). BY REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND PROGRAMME POLICIES FOR EACH SERVICE YOU REGISTER FOR OR USE IN CONNECTION WITH A PARTICULAR YUHU CREATES SITE.
As used in this Agreement, “we,” “us,” and “YuHu Creates” means the YuHu Creates company named in the applicable Service Terms and “you” means the applicant (if registering for or using a Service as an individual), or the business the applicant is employed by or represents (if registering for or using a Service as a business). Capitalised terms have the meanings listed in the Definitions below. If there is any conflict between these General Terms and the applicable Service Terms and Programme Policies, the General Terms will govern and the applicable Service Terms will prevail over the Programme Policies.
To begin the enrolment process, you must complete the registration process for one or more of the Services. By registering for or using the Services you confirm that you did not rely on any oral or written representations made by employees of YuHu Creates and/or any of its affiliates and that you chose the service based on your own due diligence and consideration. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable law (for example, a particular YuHu Creates Site Country may not allow minors to use the Services). As part of the application, you must provide us with your (or your business’) legal name, Primary Place of Business address, phone number and e-mail address, as well as any other information we may request. Any personal data you provide to us will be handled in accordance with YuHu Creates’s Privacy Notice.
2. Service Fee Payments
Fee details are described fully in the applicable Service Terms and Programme Policies. You are responsible for all of your expenses in connection with this Agreement, unless this Agreement or the applicable Service Terms provide otherwise. To use a Service, you must provide YuHu Creates Stripe Payments (“YSP”) with your valid bank details and YuHu Creates Payments UK (“YPUK”) with valid credit card information from a credit card or credit cards accepted by YuHu Creates ( “Your Credit Card”). You will use only a name you are authorised to use in connection with a Service and will update all of the preceding information as necessary to ensure that it at all times remains accurate and complete. You authorise YSP or YPUK (and will provide us documentation evidencing your authorisation upon our request) to verify your information (including any updated information), to obtain credit reports about you from time to time, to obtain credit authorisations from the issuer of Your Credit Card, and to charge Your Credit Card or debit any of your payment account(s) held with YSP and/or YPUK, where applicable, for any sums payable by you to us (in reimbursement or otherwise). All payments to you will be made in accordance with the YSP User Agreement. If you have received an YPUK Account Confirmation Notice, all payments to you in relation to the UK YuHu Creates Site will be made in accordance with the YPUK User Agreement and all payments to you in relation to the DE YuHu Creates Site, the ES YuHu Creates Site, the FR YuHu Creates Site, the IT YuHu Creates Site, the NL YuHu Creates Site and/or the SE YuHu Creates Site will be made in accordance with the YSP User Agreement. In addition to charging payable sums to Your Credit Card, you authorise YSP or YPUK to choose instead to either (a) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you, or (b) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency.
3. Term and Termination
The term of this Agreement will start on the date of your completed registration for use of a Selling Service and continue until terminated by us or you as provided below. You may at any time terminate your use of any Selling Service immediately on notice to us via Your Vendor Dashboard, email, the Contact Us Form, or similar means. We may terminate your use of any Services or terminate this Agreement for convenience with 30 days’ advance notice. We may suspend or terminate your use of any Services immediately if we determine that (a) you have materially breached the Agreement and failed to cure within 7 days of a cure notice unless your breach exposes us to liability towards a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion; (b) your account has been, or our controls identify that it may be used for deceptive or fraudulent or illegal activity; or (c) your use of the Services has harmed or our controls identify that it might harm other Vendors, customers, or YuHu Creates’s legitimate interest. We will promptly notify you of any such termination or suspension via email or similar means sent to you individually, and on Your Vendor Dashboard, 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. Any suspension will last until you have provided satisfactory evidence that you have cured its cause and implemented the necessary changes except in case of suspension based under (b) or (c) above where we terminate or may not reinstate in light of the initially deceptive, fraudulent or illegal activity or harm. On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that (d) 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 2, 3, 4, 5, 6, 7, 8, 9, 11, 15 and 17 of these General Terms survive.
You grant us a royalty-free, non-exclusive, worldwide, right and licence for the duration of your original and derivative intellectual property rights to use, any and all of Your Materials for the Services or other YuHu Creates product or service, and to sublicense the foregoing rights to our affiliates and operators of YuHu Creates Associated Properties; 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 Materials (provided you are unable to do so using standard functionality made available to you via the applicable YuHu Creates Site or Service); provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a licence from you or your affiliates under applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party).
Each party represents and warrants that: (a) if it is a business, it is duly organised, validly existing and in good standing under the laws of the territory in which the business is registered; (b) it has all requisite right, power and authority to enter into this Agreement and perform its obligations and grant the rights, licences and authorisations its grants hereunder; (c) any information provided or made available by one party to the other party or its affiliates is accurate and complete, and it will promptly update such information as necessary to ensure it at all times remains accurate and complete, (d) it is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the UK Government, the European Union or its member states, or other applicable government authority and (e) it will comply with all applicable Laws in performance of its obligations and exercise of its rights under this Agreement.
6.1 Your indemnification obligations. You will defend, indemnify, and hold harmless YuHu Creates, 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, including the offer, sale, fulfilment (except Your Products fulfilled using the FBV service), refund, cancellation, return, or adjustments thereof, and any personal injury, death (to the extent the injury or death is not caused by YuHu Creates), 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, based on specific indications, alleged breach of any representations you have made.
6.2 YuHu Creates’s indemnification obligations. YuHu Creates 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) YuHu Creates’s non-compliance with applicable laws; or (b) allegations that the operation of a YuHu Creates store infringes or misappropriates that third party’s intellectual property rights.
6.3 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.
7. Limitation of Liability
Both parties are only liable for damages suffered as a result of wilful misconduct or gross negligence. In case of minor negligence, the parties are only liable for (a) injury to life, body, or health; or (b) foreseeable typically occurring damages resulting from the breach of a fundamental contractual obligation.
If the gross proceeds from sales of Your products processed through the Fulfilment by YuHu Creates Service exceed the applicable Insurance Threshold during each month over any period of three (3) consecutive months, or otherwise if requested by us, then within thirty (30) days thereafter, you will maintain at your expense throughout the remainder of the Term public third party liability insurance in connection with each YuHu Creates Site with at least the Insurance Limits per occurrence/aggregate covering liabilities caused by or occurring in conjunction with the operation of your business in connection with such YuHu Creates Site, including products liability and bodily injury, with policy (ies) naming YuHu Creates and its assignees as additional insureds. At our request, you will provide to us certificates of insurance evidencing the coverage required by this Section 8 to the following address: YuHu Creates, 2 Frederick Street, London, WC1X 0ND
9. Tax Matters
As between the parties, you will be responsible for the collection, reporting, and payment of any and all of Your Taxes, except to the extent that (i) YuHu Creates automatically calculates, collects, or remits taxes on your behalf according to applicable law; or (ii) YuHu Creates expressly agrees to receive taxes or other transaction-based charges on your behalf in connection with tax calculation services made available by YuHu Creates and used by you. You agree to and will comply with the tax policies listed under the Programme Policies. All fees and payments payable by you to YuHu Creates under this Agreement or the applicable Service Terms are exclusive of any applicable taxes, deductions or withholding (including but not limited to cross-border withholding taxes), and you will be responsible for paying YuHu Creates any of Your Taxes imposed on such fees and any deduction or withholding required on any payment.
You agree to accept electronic invoices from YuHu Creates in a format and method of delivery as determined by us.
In the event that we purchase any of Your Products, you agree that YuHu Creates may issue self-billed invoices on your behalf for the period from the date on which you have agreed to allow YuHu Creates to buy Your Products until the date on which this Agreement is terminated by us or you. Self-billed invoices will contain any information that we determine is required to issue a VAT-compliant invoice under the applicable Law. YuHu Creates may retain this information and use it as required by Law. You must notify us immediately if you (i) are aware of any additional information that needs to be provided to the self-billed invoices to comply with the applicable Law, (ii) cease to be registered for VAT, or (iii) change your VAT registration number. Self-billed invoices will be issued in the currency of the applicable YuHu CreatesSite(s). Each self-billed invoice will be considered accepted if you do not reject it within 30 days from the date of issue. You agree to not raise separate sales invoices for the transactions covered by a self-billed invoice.
11. Confidentiality and Personal Data
During the course of your use of the Services, 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 YuHu Creates’s exclusive property except for customer personal data owned by the respective customer; (b) you and your affiliates will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not, and will cause your affiliates not to, directly or indirectly (including through a third party) otherwise disclose Confidential Information to any individual, company, or other third party except as required to comply with the law; and (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 Services or to fulfil 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 fulfilment 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 related to the Services, 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. You may only use the “Available at YuHu Creates” Badge as defined in and according to the Trademark Usage Guidelines available in Your Vendor Dashboard; you may not use our name, trademarks, or logos in any way (including in promotional material) not covered by the Trademark Usage Guidelines without our advance written permission.
We act as a data controller of any customer personal data collected via the Services. You are controllers of the customer personal data that are strictly necessary to fulfil orders and may not use any such customer personal data (including contact information) for any purpose other than fulfilling orders or providing customer service in connection with a Service. Generally, you may not use such data in any way inconsistent with applicable law. You must keep customer personal data confidential at all time (the above 5 years’ term limit does not apply to customer personal data).
12. 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.
13. Relationship of Parties
14. Suggestions and Other Information
If you or any of your affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to any YuHu Creates Site or Service (including any related Technology), you will, to the extent necessary and authorised by law, irrevocably grant to us, a royalty-free and worldwide license on all right, title, and interest in and to the suggestions for the duration of protection of the underlying rights. 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.
We will provide at least 15 days’ advance notice in accordance with Section 17 for changes to the Agreement.
However, we may change or modify the 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 Services (where this does not materially adversely affect your use of the Services); 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 17.
Your continued use of the Services after the effective date of any change to this Agreement in accordance with this Section 15 will constitute your acceptance of that change. If any change is unacceptable to you, you agree not to use the Services and to end the Agreement as described in Section 3.
16. Password Security
Any password we provide to you may be used only during the Term to access Your Vendor Dashboard (or other tools we provide) to use the Services, electronically accept Your Transactions, and review your completed Transactions. 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 or Your Vendor Dashboard 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.
The laws of the Grand Duchy of Luxembourg govern this Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws or the United Nations Convention on Contracts for the International Sale of Goods. Any dispute relating in any way to your use of the Services or this Agreement will be adjudicated in the courts of the district of Luxembourg City, Luxembourg non-exclusively. 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 YuHu Creates, 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 reorganisation; and effective upon such assignment, the assignee is deemed substituted for YuHu Creates 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.
YuHu Creates retains the right to immediately halt any Transaction, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorised items, any unlawful items, or any items otherwise prohibited by the applicable Programme Policies.
The authentic language of this Agreement and subsidiary or associated documentation is English and any translations provided are for convenience only. In the event of any conflict or difference in interpretation between the English language version of this Agreement and subsidiary or associated documentation and any translation of them, the English language version and interpretation will prevail.
YuHu Creates will provide notice to you under this Agreement by posting changes on Your Vendor Dashboard or on the applicable YuHu Creates site to which the changes relate (such as the Marketplace Developer site accessible through your account), and by sending you an email notification or by similar means sent to you individually. You must send all notices and other communications relating to YuHu Creates to our Selling Partner Support team via Your Vendor Dashboard, email, the Contact Us form, or similar means. We may also communicate with you in connection with your listings, sales, and the Services electronically and in other media, and you consent to such communications. You may change your e-mail addresses by updating your information in Your Vendor Dashboard. You will update your e-mail addresses (as well as your legal name, address and phone number) as often as necessary to ensure that they are accurate.
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, together with the YSP User Agreement and the YPUK User Agreement, represents the entire agreement between the parties with respect to the Services and related subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings.
As used in this Agreement, the following terms have the following meanings:
“YuHu Creates Associated Properties” means any website, device, service, feature, or other online point of presence, or any type of media, other than an YuHu Creates Site, through which any YuHu Creates Site, and/or products or services available on any of them, are syndicated, offered, merchandised, advertised, or described.
“YuHu Creates Site” means, as applicable, the DE YuHu Creates Site, FR YuHu Creates Site, IT YuHu Creates Site, ES YuHu Creates Site, the UK YuHu Creates Site, the NL YuHu Creates Site, the SE YuHu Creates Site and/or YuHu Creates sites.
“YuHu Creates Site Country” means the applicable one of the following:
- Germany (if the YuHu Creates Site is the DE YuHu Creates Site),
- France (if the YuHu Creates Site is the FR YuHu Creates Site),
- Italy (if the YuHu Creates Site is the IT YuHu Creates Site),
- Spain (if the YuHu Creates Site is the ES YuHu Creates Site),
- United Kingdom and Channel Islands (if the YuHu Creates Site is the UK YuHu Creates Site),
- The Netherlands (if the YuHu Creates Site is the NL YuHu Creates Site).
- Sweden (if the YuHu Creates Site is the SE YuHu Creates Site).
“YSP User Agreement” has the meaning set forth in the Selling on YuHu Creates Service Terms.
“YSP” means YuHu Stripe Payments
“YPUK Account Confirmation Notice” means, a notice provided to you in Your Vendor Dashboard that Your YPUK Selling on YuHu Creates payment account has been opened.
“YPUK User Agreement” has the meaning set forth in the Selling on YuHu Creates Service Terms.
“YPUK” means YuHu Creates Payments UK.
“Confidential Information” means information relating to us, to the Services or YuHu Creates customers that is not known to the general public including, but not limited to, any information identifying or unique to specific customers; reports, insights, and other information about the Services, data derived from the Services except for data (other than customer personal data) arising from the sale of your products comprising of products sold, prices, sales, volumes and time of the transaction; and technical or operational specifications relating to the Services. For the purposes of this Agreement, customer personal data constitutes Confidential Information at all times.
“Content” means copyrightable works under applicable Law and content protected by database rights.
“DE YuHu Creates Site” means that website, the primary home page of which is identified by the URL www.YuHu Creates.de, and any successor or replacement website.
“ES YuHu Creates Site” means that website, the primary home page of which is identified by the URL www.YuHu Creates.es, and any successor or replacement website.
“Excluded Products” means, as applicable, the products or items set forth in Your Vendor Dashboard in the Category, Product and Content Restrictions for the DE YuHu Creates Site; the Category, Product and Content Restrictions for the FR YuHu Creates Site; the Category, Product and Content Restrictions for the IT YuHu Creates Site; the Category, Product and Content Restrictions for the ES YuHu Creates Site; the Category, Product and Content Restrictions for the UK YuHu Creates Site; the Category, Product and Content Restrictions for the NL YuHu Creates Site and the Category, Product and Content Restrictions for the SE YuHu Creates Site.
“FR YuHu Creates Site” means that website, the primary home page of which is identified by the URL www.YuHu Creates.fr, and any successor or replacement website.
“Insurance Limits” means the applicable one of the following:
- Five Hundred Thousand Euros (€500,000) (if the YuHu Creates Site is the DE YuHu Creates Site, the FR YuHu Creates Site or the IT YuHu Creates Site, the ES YuHu Creates Site or the NL YuHu Creates Site),
- Four Hundred Thousand British Pounds (£400,000) (if the YuHu Creates Site is the UK YuHu Creates Site).
- Five Million Swedish Krona (kr 5,000,000) (if the YuHu Creates Site is the SE YuHu Creates Site).
“Insurance Threshold” means the applicable one of the following:
- Five Thousand Euros (€5,000) (if the YuHu Creates Site is the DE YuHu Creates Site, the FR YuHu Creates Site, the IT YuHu Creates Site, the ES YuHu Creates Site or the NL YuHu Creates Site),
- Four Thousand British Pounds (£4,000) (if the YuHu Creates Site is the UK YuHu Creates Site).
- Fifty Thousand Swedish Krona (kr 50,000) (if the YuHu Creates Site is the SE YuHu Creates Site).
“Intellectual Property Right” means any patent, copyright, Trademark, domain name, moral right, trade secret right or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation, or infringement of any of the foregoing.
“IT YuHu Creates Site” means that website, the primary home page of which is identified by the URL www.YuHu Creates.it, and any successor or replacement website.
“Law” means any law, ordinance, rule, regulation, order, licence, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental authority of competent jurisdiction.
“Local Currency” means the applicable one of the following:
- Euros (if the YuHu Creates Site is the DE YuHu Creates Site, the FR YuHu Creates Site, the IT YuHu Creates Site, the ES YuHu Creates Site or the NL YuHu Creates Site),
- British Pounds (if the YuHu Creates Site is the UK YuHu Creates Site).
- Swedish Krona (if the YuHu Creates Site is the SE YuHu Creates Site).
“NL YuHu Creates Site” means that website, the primary home page of which is identified by the URL www.YuHu Creates.nl, and any successor or replacement website.
“Order Information” means, with respect to any of Your Products sold through an YuHu Creates Site, the order information and shipping information that we provide or make available to you.
“Person” means any individual, corporation, partnership, limited liability company, governmental authority, association, joint venture, division or other cognizable entity, whether or not having distinct legal existence.
“Primary Place of Business” means the principal place of business where services from YuHu Creates are received and which has been provided by you as Business Address in your Vendor account.
“Sales Proceeds” means the gross sales proceeds paid by buyers via the applicable YuHu Creates Site in the course of any of Your Transactions, including the Purchase Price, all shipping and handling, gift wrap and other charges, any taxes and customs duties.
“Vendor Dashboard” means the online portal and tools made available by YuHu Creates to you, for your use in managing your orders, inventory and presence on a particular YuHu Creates Site or any other online point of presence.
“Service” means each of the following services that YuHu Creates makes available on one or more of the YuHu Creates Sites: the Selling on YuHu Creates Service; the Fulfilment by YuHu Creates Service; Sponsored Ads, and any related services we make available.
“Service Terms” means the service terms specific to each Service set forth herein and made a part of this Agreement upon the date you elect to register for or use the applicable Service and any subsequent modifications we are permitted to make to those terms.
“SE YuHu Creates Site” means that website, the primary home page of which is identified by the URL www.YuHu Creates.se, and any successor or replacement website.
“Technology” means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology or other functional item.
“Trademark” means any trademark, service mark, trade dress (including any proprietary “look and feel”), trade name, other proprietary logo or insignia or other source or business identifier, protected or protectable under any Laws.
“UK YuHu Creates Site” means that website, the primary home page of which is identified by the URL www.YuHuCreates.co.uk, and any successor or replacement website.
“Your Materials” means all Technology, Your Trademarks, Content, Your Product information, data, materials, and other items or information provided or made available by you or your affiliates to YuHu Creates or its affiliates.
“Your Product” means any product or service that you: (a) have offered through the Selling on YuHu Creates Service; (b) have fulfilled or otherwise processed through the Fulfilment by YuHu Creates Service; or (c) have made available for advertising by you through the Sponsored Ads Service.
“Your Sales Channels” means all sales channels and other means through which you or any of your affiliates offer or sell products, other than physical stores.
“Your Taxes” means any and all value added, sales, use, excise, import, export and other taxes and duties assessed, incurred or required to be collected or paid for any reason (i) in connection with any advertisement, offer or sale of products or services by you on or through or in connection with the Services, (ii) in connection with any products or services provided for which Your Products are, directly or indirectly, involved as a form of payment or exchange, or (iii) otherwise in connection with any action, inaction or omission of you or your affiliates, or any Persons providing products or services, or your or their respective employees, agents, contractors or representatives, for which Your Products are, directly or indirectly, involved as a form of payment or exchange . Also, as it is used in the Fulfilment by YuHu Creates Service Terms, this defined term also means any of the types of taxes mentioned above that are imposed on or collectible by YuHu Creates or any of its affiliates in connection with or as a result of (a) the storage of inventory, packaging, Your Products and other materials owned by you and stored by YuHu Creates; or (b) the fulfilment, shipping, gift wrapping or other actions by YuHu Creates to Your Products pursuant to the Fulfilment by YuHu Creates Service Terms.
“Your Trademarks” means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.
“Your Transaction” means any sale of Your Product(s) through an YuHu Creates Site.
Vendors Selling on YuHu Creates Service Terms
The Selling on YuHu Creates Service (“Selling on YuHu Creates”) is a Service that allows you to list certain products and services for sale directly via the YuHu Creates Sites. Selling on YuHu Creates is operated by YuHu Creates.
These Selling on YuHu Creates Service Terms are part of the YuHu Creates Agreement (“Vender Solutions Agreement”), but, unless specifically provided otherwise, concern and apply only to your participation in Selling on YuHu Creates. Unless defined in these Selling on YuHu Creates Service Terms (including the Selling on YuHu Creates Definitions), all capitalised terms have the meanings given them in the Business Solutions Agreement. THE TERMS OF THE YUHU CREATES STRIPE PAYMENTS – SELLING ON YUHU CREATES USER AGREEMENT (“YSP USER AGREEMENT”) BETWEEN YOU AND YUHU CREATES STRIPE PAYMENTS WILL GOVERN THE PAYMENT PROCESSING SERVICE PROVIDED TO YOU BY YSP IN CONNECTION WITH YOUR TRANSACTIONS THROUGH THE SELLING ON YUHU CREATES SERVICE WHICH YOU REGISTER FOR OR USE IN CONNECTION WITH THE DE YUHU CREATES SITE, THE ES YUHU CREATES SITE, THE FR YUHU CREATES SITE, THE IT YUHU CREATES SITE, THE NL YYUHU CREATES SITE AND/OR THE SE YUHU CREATES SITE AND/OR THE UK YuHu Creates SITE, AND HAVE NOT YET RECEIVED A YSP ACCOUNT CONFIRMATION NOTICE, OR HAVE RECEIVED A YPUK ACCOUNT CONFIRMATION NOTICE, THE TERMS OF THE YUHU CREATES PAYMENTS UK – SELLING ON YUHU CREATES USER AGREEMENT (“YPUK USER AGREEMENT”) BETWEEN YOU AND YUHU CREATES PAYMENTS UK WILL GOVERN THE PAYMENT PROCESSING SERVICE PROVIDED TO YOU BY YPUK IN CONNECTION WITH YOUR TRANSACTIONS THROUGH THE SELLING ON YUHU CREATES SERVICE ON THE UK YUHU CREATES SITE. YOU ARE SUBJECT TO THE TERMS OF THE YSP USER AGREEMENT AND/OR THE YPUK USER AGREEMENT (AS APPLICABLE) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT.
V-1. Your Product Listings and Orders
V-1.1 Products and Product Information.
You will, in accordance with applicable Programme Policies, provide accurate and complete Required Product Information for each product or service that you make available to be listed for sale through any YuHu Creates Site and promptly update such information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and the offer and subsequent sale of any of the same on any YuHu Creates Site comply with all applicable Laws (including all minimum age, marking and labelling requirements) and do not contain any sexually explicit (except to the extent expressly permitted under our applicable Programme Policies), defamatory or obscene materials, and do not violate any third party’s copyright, trademark, design, database or other rights. You declare that Your Products were not produced, manufactured, assembled, or packaged by forced, prison or child labour. You may not provide any information for, or otherwise seek to list for sale on the YuHu Creates Sites, any Excluded Products; or provide any URL Marks for use, or request that any URL Marks be used, on any YuHu Creates Site. For each item you list on any of the YuHu Creates Sites, you will provide to us the state or country from which the item ships.
V-1.2 Product Listings; Merchandising; Order Processing.
We will list Your Products for sale on a particular YuHu Creates Site on the applicable Selling on YuHu Creates Launch Date, and conduct merchandising and promote Your Products in accordance with the Business Solutions Agreement (including via the YuHu Creates Associated Properties or any other functions, features, advertising, or programmes on or in connection with the applicable YuHu Creates Site). We may use mechanisms that rate, or allow shoppers to rate, Your Products and/or your performance as a Vendor and YuHu Creates may make these ratings and feedback publicly available. We will provide Order Information to you for each of Your Transactions. Sales Proceeds relating to sales made on the DE YuHu Creates Site, the ES YuHu Creates Site, the FR YuHu Creates Site, the IT YuHu Creates Site, the NL YuHu Creates Site and/or the SE YuHu Creates Site will be credited to Your YSP Selling on YuHu Creates payment account, in accordance with the YSP User Agreement. If you registered for Selling on YuHu Creates before December 14, 2018 and have not received an YPUK Account Confirmation Notice, Sales Proceeds relating to sales made on the UK YuHu Creates Site will be credited to Your YSP Selling on YuHu Creates payment account, in accordance with the YSP User Agreement. If you registered for Selling on YuHu Creates on or after December 14, 2018 or have received an YPUK Account Confirmation Notice, Sales Proceeds relating to sales made on the UK YuHu Creates Site will be credited to Your YPUK Selling on YuHu Creates payment account, in accordance with the YPUK User Agreement.
V-1.3 Shipping and Handling Charges.
For those of Your Products sold on or through a YuHu Creates Site that are not fulfilled using Fulfilment by YuHu Creates, you will determine shipping and handling charges, if applicable, via and subject to our standard functionality and categorisations for the YuHu Creates Site and further subject to any shipping and handling charge Programme Policies for such YuHu Creates Site. For those of Your Products that are fulfilled using Fulfilment by YuHu Creates, please refer to the Fulfilment by YuHu Creates Service Terms.
V-2. Sale and Fulfilment, Refunds and Returns
V-2.1 Sale and Fulfilment.
Other than as described in the Fulfilment by YuHu Creates Service Terms (if you use the Fulfilment by YuHu Creates Service), for each YuHu Creates Site for which you decide to register or use the Selling on YuHu Creates Service, you will: (a) source, sell, fulfil, ship and deliver Your Products that are not fulfilled using the Fulfilment by YuHu Creates Service, and source and sell Your Products that are fulfilled using Fulfilment by YuHu Creates, in each case in accordance with the terms of the applicable Order Information, these Service Terms and the Business Solutions Agreement, and all terms provided by you and displayed on the applicable YuHu Creates Site at the time of the order and be solely responsible for and bear all risk for such activities; (b) package each of Your Products in a commercially reasonable manner and ship each of Your Products on or before its Estimated Ship Date; (c) retrieve Order Information at least once each business day; (d) not cancel any of Your Transactions except as may be permitted pursuant to your terms and conditions appearing on the applicable YuHu Creates Site at the time of the applicable order (which terms and conditions will be in accordance with the Business Solutions Agreement) or as may be required under the Business Solutions Agreement; (e) ship and fulfil Your Products throughout the YuHu Creates Site Country (except to the extent prohibited by Law or the Business Solutions Agreement); (f) provide to YuHu Creates information regarding shipment, fulfilment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (g) comply with all Street Date instructions; (h) notwithstanding any other provision of these Service Terms, ensure that you are the Vendor of all products and services made available for listing for sale hereunder; (i) include an order-specific packing slip within each shipment of Your Products, and, if applicable, any tax invoices; (j) identify yourself as the Vendor of the product on all packing slips or other information included or provided in connection with Your Products and as the Person to which a customer may return the applicable product; and (k) not send customers emails confirming orders, shipments or fulfilment of Your Products (except that to the extent Your Products qualify for payment at a time other than when shipment occurs, then you will send customers emails confirming shipment of Your Products in a format and manner reasonably acceptable to us). For those of Your Products that are fulfilled using Fulfilment by YuHu Creates, if any, the Fulfilment by YuHu Creates Service Terms will apply to the storage, fulfilment and delivery of such Products.
V-2.2 Cancellations, Returns and Refunds.
For all of Your Products that are not fulfilled using Fulfilment by YuHu Creates, you will accept and process cancellations, returns, refunds and adjustments in accordance with these Service Terms and the YuHu Creates Refund Policies and Programme Policies for the applicable YuHu Creates Site published at the time of the applicable order and we may inform customers that these policies apply to Your Products. Except as otherwise set forth in the Programme Policies, you will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling or other charges) or other amounts to be paid by you to customers in connection with Your Transactions. You will route all such payments through YSP in respect of sales made on the DE YuHu Creates Site, the ES YuHu Creates Site, the FR YuHu Creates Site, the IT YuHu Creates Site, the NL YuHu Creates Site and/or the SE YuHu Creates Site and the UK YuHu Creates Site. For all of Your Products that are fulfilled using Fulfilment by YuHu Creates, the YuHu Creates Refund Policies published at the time of the applicable order will apply and you will comply with them. You will promptly provide refunds and adjustments that you are obligated to provide as required by Law, and in no case later than thirty (30) calendar days following after the obligation arises.
V-3. Problems with Your Products
V-3.1 Delivery Errors and Nonconformities; Recalls.
You are responsible for any non-performance, non-delivery, mis-delivery, theft or other mistake or act in connection with the fulfilment and delivery of Your Products, except to the extent caused by: (a) credit card fraud for which YuHu Creates Stripe Payments is responsible under Section 3.1 of the YSP User Agreement or for which YuHu Creates Payments UK Limited is responsible under Section 3.1 of the YPUK User Agreement; or (b) our failure to make available to you Order Information as it was received by us or resulting from address verification. Notwithstanding the previous sentence, for those of Your Products that are fulfilled using Fulfilment by YuHu Creates, if any, the Fulfilment by YuHu Creates Service Terms will apply to non-delivery, mis-delivery, theft or other mistake or act in connection with the fulfilment and delivery of those of Your Products. You are also responsible for any non-conformity or defect in, or any public or private recall of, as well as any other safety concerns related to, 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 of Your Products or other products provided in connection with Your Products. If we determine that the performance of your obligations under this Agreement may result in returns, claims, disputes, violations of our terms or policies, or cause any other risks to YuHu Creates or third parties, then we may mitigate them including by determining whether a customer will receive a refund, adjustment or replacement for any of Your Products for as long as we determine any related risks to YuHu Creates or third parties persist.
V-3.2 Alpha Zulu Guarantee.
If we inform you that we have received a claim under the “Alph Zulu Guarantee” offered on a particular YuHu Creates Site or any other dispute relating to the offer, sale or fulfilment of Your Product(s) (other than a chargeback), concerning one of Your Transactions, you will have 30 days to appeal our decision of the claim. If, after investigation, we find that a claim, chargeback, or dispute is your responsibility, you (i) will not take recourse against the customer, and (ii) are responsible for reimbursing YSP or YPUK (as applicable) for the amount paid by the customer (including taxes and shipping and handling charges, but excluding any Referral Fees that we retained as defined in Section S-4), and all other fees and expenses associated with the original transaction (such as credit card, bank, payment processing, re-presentment, or penalty fees) and any related chargebacks or refunds to the extent payable by us. You will not be responsible for reimbursing YSP or YPUK (as applicable) where the customer has not shipped Your Product(s) back to you. However, customers will not be required to ship your Products back to you and you will be responsible for bearing the cost where there are safety or hazardous risk, IP violation, or fraudulent activity related to Your Product(s), or where you have agreed not to require the return of Your Product. Where we find that a claim, chargeback, or dispute is your responsibility and the customer has returned Your Product, you are responsible for reimbursing the return shipping cost. Only Alpha Zulu claims that we determine are your responsibility are taken into consideration to calculate your performance indicators.
You hereby irrevocably authorise YSP or YPUK to debit Your YSP Selling on YuHu Creates payment account and/or Your YPUK Selling on YuHu Creates payment account and pay us: (a) the applicable Referral Fees; (b) any applicable Variable Closing Fee; and (c) the non-refundable Selling on YuHu Creates Subscription Fee to cover the cost of registering your Selling on YuHu Creates Vendor account and the ongoing costs of maintaining it. The Selling on YuHu Creates Subscription Fee is payable in advance for each month (or for each transaction, if applicable) during the term of this Agreement. “Selling on YuHu Creates Subscription Fee” means the fee specified as such on the applicable YuHu Creates Site at the time such fee is payable. With respect to each of Your Transactions: (x) “Sales Proceeds” has the meaning set out in the Business Solutions Agreement; (y) “Variable Closing Fee” means the applicable fee, if any, as specified on the applicable YuHu Creates Site and (z) “Referral Fee” means the applicable percentage of the Sales Proceeds from Your Transaction through the applicable YuHu Creates Site specified on the YuHu Creates Site at the time of Your Transaction, based on the categorisation by YuHu Creates of the type of product that is the subject of Your Transaction; provided, however, that Sales Proceeds will not include any shipping charges set by us in each of the following two cases: (i) in the case of Your Transactions that consist solely of products fulfilled using Fulfilment by YuHu Creates, and (ii) for Vendors on the Individual selling plan, in the case of Your Transactions that consist solely of Media Products. Except as provided otherwise, all monetary amounts contemplated in these Service Terms will be expressed in the Local Currency, and all payments contemplated by this Agreement will be charged in the Local Currency.
All taxes or surcharges imposed on fees payable by you to us or our affiliates will be your responsibility.
V-5. YuHu Creates’s Websites and Services.
YuHu Creates has the right to determine, the design, content, functionality, availability and appropriateness of its websites, selection, and any product or listing in the YuHu Creates Stores, and all aspects of each Selling Service, including your use of the same. YuHu Creates may assign any of these rights or delegate any of its responsibilities.
V-6. Tax Matters
In addition to the General Terms, you agree that the price stated by you for Your Products is inclusive of any VAT, customs duty, excise tax or other tax that may be required to be remitted in connection with such sale, unless otherwise provided in any Programme Policy or otherwise agreed by YuHu Creates in advance in writing.
Selling on YuHu Creates Definitions
“YuHu Creates Refund Policies” means the return and refund policies published on a particular YuHu Creates Site and applicable to products sold by YuHu Creates via such YuHu Creates Site.
“Estimated Ship Date” means, with respect to any of Your Products, either: (a) the end of the shipping availability period (which begins as of the date on which the relevant order is placed by the customer), or the shipping availability date, as applicable, specified by you in the relevant inventory/product data feed for Your Product; or (b) if you do not specify shipping availability information in such inventory/product data feed or that Your Product is in a product category that YuHu Creates designates as requiring shipment within two (2) business days, two (2) business days after the date on which the relevant order is placed by the customer.
“Media Product” means any book, magazine or other publication, sound recording, video recording, software product, computer game, video game, and/or other media product in any format, including any subscription therefor, sold through an YuHu Creates Site.
“Purchase Price” means the total gross amount payable or paid by a buyer for Your Product (including taxes and customs duties).
“Required Product Information” means, with respect to each of Your Products in connection with a particular YuHu Creates Site, the following (except to the extent expressly not required under the applicable Programme Policies): (a) description, including as applicable, location-specific availability and options, scheduling guidelines and service cancellation policies; (b) SKU and EAN/UPC numbers and other identifying information as YuHu Creates may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorisations prescribed by YuHu Creates from time to time); (d) categorisation within each YuHu Creates product category and browse structure as prescribed by YuHu Creates from time to time; (e) digitised image that accurately depicts only Your Product, complies with all YuHu Creates image guidelines and does not include any additional logos, text or other markings; (f) Purchase Price; (g) shipping and handling charge (in accordance with our standard functionality therefor); (h) any text, disclaimers, warnings, notices, labels or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising or sale of Your Product; (i) any vendor requirements fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product; (j) brand; (k) model; (l) product dimensions; (m) weight; (n) a delimited list of technical specifications; (o) SKU and EAN/UPC numbers (and other identifying information as we may reasonably request) for accessories related to Your Product that is available in our catalogue; (p) the state or country Your Products ships from; and (q) any other information reasonably requested by us (e.g., the condition of used or refurbished products).
“Selling on YuHu Creates Launch Date” means the date on which we first list one of Your Products for sale on a particular YuHu Creates Site.
“Shipment Information” means, with respect to any of Your Products, the estimated or promised shipment and/or delivery date.
“Street Date” means the date(s), if any, specified by the manufacturer, distributor and/or licensor of a product as the date before which specified information regarding such product (e.g., title of a book) should not be disclosed publicly, or such product should not be delivered or otherwise made available to customers.
“URL Marks” means any Trademark, or any other logo, name, phrase, identifier or character string, that contains or incorporates any top level domain (e.g., .com, co.uk, .de, .es, .edu, .fr, .jp) or any variation thereof (e.g., dot com, dotcom, net, or com).
“Your Transaction” is defined in the Business Solutions Agreement; however, as used in these Service Terms, it means any and all such transactions through Selling on YuHu Creates only.
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