General Terms

This services agreement contains the terms that govern your access to and use of the services and is an agreement between GEMGEM Limited (GEMGEM) and you (if you are registering for or using the services as an individual) or the entity you are employed by or represent (if you are registering for or using as a business entity).

If you are entering into this Agreement for an entity, you represent to us that you have legal authority to bind that entity. As used in this Agreement, "we,

By registering for or using the services, you agree to be bound by the general terms and services.

You also agree to comply with the policies which are incorporated by reference and apply to your use of the services. Together the general terms, service terms and policies are referred to as “This agreement”.

Capitalised terms have the meanings given to them in this Agreement. To the extent there is a conflict between these General Terms, the Service Terms and Program Policies, the conflict will be resolved by giving precedence in the order specified in such documents, or if not specified, the following order: The General Terms, the Service Terms, and the Program Policies.

1. Registration.

To register for the Services, you must create an account by completing the registration process for one or more of the Services. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable law. As part of the registration process, you must provide us with your (or your business') legal name, address, phone number and email address as well as other information we may request. Any personal data you provide to us will be handled in accordance with GEMGEM’s Privacy Notice. You will use only a name you are authorised to use in connection with a Service and will update all of the information you provide to us in connection with the Services as necessary to ensure that it remains accurate, complete, and valid at all times. You authorise us (and will provide us documentation evidencing your authorisation upon our request) to verify your information (including any updated information).

2. Service Fee Payments; Receipt of Sales Proceeds.

2.1 Fees and Expenses:

Fee details are described in the applicable Service Terms and Program Policies. You are responsible for payment of all applicable fees as described in this Agreement and for your expenses in connection with this Agreement.

2.2 Payment Methods:

To use a Service, you must provide us with valid credit card information from a credit card or credit cards accepted by GEMGEM ("Your Credit Card") as well as valid bank account information for a bank account or bank accounts accepted by GEMGEM ("Your Bank Account").

2.3 Authorisations:

You authorise us 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 Your Bank Account for any amounts payable by you to us (in reimbursement or otherwise).

2.4 Payments:

All payments to you will be remitted to Your Bank Account. For any amounts you owe to us under this Agreement (in reimbursement or otherwise) we may elect to:

withhold, deduct or offset the amount due from or against any payments we may make to you or amounts we may owe you; or
collect payment or reimbursement of the amount due by any other lawful means including by:
1. charging Your Credit Card;
2. direct debiting Your Bank Account;
3. reversing or recalling prior payments made to you; or
4. sending a demand for payment to you, in which case you will be required to pay the amounts owing upon receipt.

2.5 Your Account:

If we determine that your actions or performance (or that any of Your Products offered on the Site, or Your Transactions) may result in returns, chargebacks, claims, disputes, violations of Law or the Agreement, or other financial risks to GEMGEM (including any potential liability of GEMGEM to a third party), we may elect to:

establish a reserve on your Account (including by withholding amounts due to you or requiring payments from you) based on our assessment of risks to GEMGEM or third parties, and modify the amount of the required reserve from time to time by notice to you; or
withhold, deduct or offset an amount from or against any payments or amounts we may make to you or owe to you. The relevant amount referenced in (b) above, will be determined by GEMGEM based on our estimate of the risk, liability or obligation, and GEMGEM may retain such amount for so long as we determine the relevant risk persists, or until any related liability or obligation is discharged, whichever is sooner.

2.6 Prohibited activities:

If we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or that we (or another entity necessary to effect a payment to you) will or are likely to breach a Law if we make a payment to you, then we may, without limiting any other rights we may have, in our sole discretion temporarily or permanently withhold any relevant payments to you.

2.7 Security measures:

As a security measure, we may, but are not required to, impose transaction limits on some or all customers and sellers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. We will not be liable to you if we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason.

2.8 Currency:

Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in your location country’s currency, and all payments contemplated by this Agreement will be made in your location country’s currency.

3. Term and Termination.

The term of this Agreement will start on the date you first complete registration for or use a Service, whichever occurs first, and will continue until terminated by us or you as provided in this Agreement (the "Term"). You may at any time terminate your use of any Service immediately on notice to us via 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:

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;
your account has been, or our controls identify that it may be used for deceptive or fraudulent or illegal activity; or
your use of the Services has harmed or our controls identify that it might harm other sellers, customers, or GEMGEM’s legitimate interest. 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. Termination or suspension of a Service may occur in connection with, or result in termination or suspension of other Services. Upon termination of this Agreement, all rights and obligations of the parties under this Agreement will terminate, except that:
1. 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 termination, and
2. Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 14, 15, and 18 will survive termination.

Any terms that expressly survive according to the applicable Service Terms will also survive termination.

4. License

You grant us a royalty-free, non-exclusive, worldwide right and license, for the duration of your original and derivative intellectual property rights, to use, any and all of Your Materials for the Services or other GEMGEM product or service, and to sublicense the foregoing rights to our Affiliates and operators of GEMGEM Associated Properties; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to resize 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 GEMGEM 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 license from you or your Affiliates under applicable Law (e.g. referential use under trademark law, or valid license from a third party).

5. Representations.

Each party represents and warrants that:

it is a business, it is duly organised, validly existing and in good standing under the laws of the jurisdiction where the business is registered;
it will hold and will maintain all applicable registrations and other authorisations needed to conduct its business and it is not under any restriction that prevents it conducting its business in the manner and for the purposes contemplated under this Agreement;
it has all requisite right, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and authorisations in this Agreement;
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;
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 US Government (e.g. the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority; and
it will comply with all applicable Laws in its performance of its obligations and exercise of its rights under this Agreement.

6. Indemnification.

6.1 General:

You will defend, indemnify and hold harmless us, our Affiliates, and our and their respective officers, directors, employees, and agents (the "GEMGEM Parties") 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:

your non-compliance with applicable laws,
Your Products including the offer, sale, fulfillment,
Your Materials, or
Your conduct including your dealings with customers;
any actual or alleged infringement of any Intellectual Property Rights relating to Your Products, Materials or Transactions.
Your Personnel (including any act or omission of Your Personnel or any Claim brought or directed by Your Personnel);
any personal injury, death, or property damage related to the matters in (a) to (f) above (to the extent the injury, death or property damage is not caused by GEMGEM); or
Your Taxes and duties or the collection, payment, or failure to pay Your Taxes or duties, or the failure to meet tax registration obligations and duties.

6.2 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. Disclaimer and Acknowledgement.

7.1 Disclaimer:

to the maximum extent permitted by law you acknowledge and agree that:

the GEMGEM site and the services, including all content, software, functions, materials, and information made available on or provided in connection with the services, are provided "as-is";
your use of the GEMGEM site and the services is at your own risk;
we and our affiliates do not make and disclaim:
1. any representations or warranties regarding this agreement, the services or the transactions contemplated by this agreement, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement;
2. implied warranties arising out of course of dealing, course of performance, or usage of trade; and
3. any liability, in tort, whether or not arising from our negligence;
4. we do not warrant that the functions contained in the GEMGEM sites and the services will meet your requirements or be available, timely, secure, uninterrupted, error free, or defect free; and
5. 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.

7.2 Acknowledgement:

nothing in this agreement, is intended to exclude, restrict or modify any right or remedy you have in statute or otherwise to the extent that right to remedy cannot be excluded, restricted or modified under law. To the fullest extent permitted by law we limit our liability under any such non-excludable right or remedy to at our option:

resupply of the services; or
the cost of resupply of the services.

8. Limitation of Liability.

8.1 Exclusion:

to the maximum extent permitted by law and subject to section 7.2, GEMGEM will not be liable (including in contract, tort (negligence), or otherwise) to you or any other person for any of the following arising from or relating to this agreement or the services, even if an GEMGEM party has been advised of the possibility of those costs or damages:

cost of cover, recovery, or recoupment of any investment made by you or your affiliates in connection with this agreement;
loss of profit, revenue, business, or data; or
punitive, consequential, special or indirect damages.

8.2 Limitation:

to the maximum extent permitted by law and subject to section 7.2, our aggregate liability arising out of or in connection with this agreement or the services will not exceed for all claims in the aggregate the total fees during the prior six month period paid by you to GEMGEM in connection with the particular service giving rise to the claim.

9. Insurance.

If the gross proceeds from Your Transactions 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, commercial general, umbrella or excess liability insurance with the Insurance Limits per occurrence and in aggregate covering liabilities caused by or occurring in conjunction with the operation of your business, including products, products/completed operations, and bodily injury, with the policy(ies) naming the GEMGEM Contracting Party and its assignees as additional insureds. At our request, you will provide to us certificates of insurance for the coverage.

10. Tax Matters.

You will comply with any applicable tax laws and fulfil all obligations to the tax authorities in a timely and complete manner.

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 GEMGEM expressly agrees to receive taxes or other transaction-based charges in connection with tax calculation services made available by GEMGEM and used by you. You agree to and will comply with all Tax Policies. Unless otherwise stated, all fees payable by you to GEMGEM under this Agreement or the applicable Service Terms are exclusive of any applicable taxes, and you will be responsible for paying GEMGEM any of Your Taxes imposed on such fees. All payments made by you to GEMGEM under this Agreement will be made free and clear of any deduction or withholding (including but not limited to cross-border withholding taxes), as may be required by law. If any such deduction or withholding is required on any payment, you will pay such additional amounts as are necessary so that the net amount received by GEMGEM is equal to the amount then due and payable under this Agreement.

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 7 years after termination:

all Confidential Information will remain GEMGEM's exclusive property;
you and your Affiliates will use and disclose Confidential Information only as is reasonably necessary for your participation in the Services;
you will not, and will cause your Affiliates not to, directly or indirectly (including through a third party), otherwise use or disclose Confidential Information to any other Person except as required to comply with the Law;
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
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. This section does not limit any other obligations you or your Affiliates may have in respect of GEMGEM Confidential Information or customer personal data, including any obligations arising under or in relation to any applicable laws or under any other agreement between you or your Affiliates and GEMGEM. You may not issue any press release or make any public statement 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 customer personal information as necessary to fulfil orders and may not use or disclose 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 times (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.

13.1 General:

Subject to the Payment Collection Service Terms, you and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between you and us. Subject to Section 13.2, nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement (which may include GEMGEM Affiliates) any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions in this Agreement are intended to be and are for the sole and exclusive benefit of GEMGEM and you.

13.2 Affiliates:

Without limiting any rights an GEMGEM Affiliate may have (at Law or otherwise) under or in respect of this Agreement, the GEMGEM Contracting Party may elect to enforce any rights, recover any remedies or bring any claims under or in respect of this Agreement, including as contemplated in Section 6, as if the relevant rights, and any Claims suffered or claimed, and any remedies sought by the GEMGEM Affiliate, subsisted in or were suffered by the GEMGEM Contracting Party.

13.3 Third Parties:

As between you and us, you will be solely responsible for all obligations associated with the use of any third-party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section.

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 GEMGEM Site or Service (including any related Technology), you will in providing that material to us, to the extent necessary and authorised by law, irrevocably grant to us, a royalty-free and worldwide licence 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. From time to time we may make suggestions on using the Services. You are solely responsible for any actions you take based on our suggestions.

15. Modification.

15.1

We will provide at least 15 days advance notice in accordance with Section 18.6 for changes to the Agreement.

15.2

However, we may change or modify this Agreement at any time with immediate effect:

for legal, regulatory, fraud and abuse prevention, or security reasons;
to change existing features or add new features to the Services (where this does not materially adversely affect your use of the Services); or
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 18.6.

15.3

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 Seller Central (or other tools we provide, as applicable) 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 authorised 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.

17. Export

You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology to any country, individual, corporation, organisation, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organisation, or entity under sanctions or embargoes administered by the United Nations, US Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority. You understand that some of the software, technology or related information that You and your employees or contractors may have access to under or in connection with this Agreement may be subject to export control laws and regulations (the “Export Controlled Materials”). You will not, without prior written approval from GEMGEM, allow any of your employees or contractors to have access to or use of any Export Controlled Materials if such access or use would require an export licence.

18. Miscellaneous.

18.1 Governing Law and Jurisdiction:

The laws of New South Wales, Australia govern this Agreement and any dispute of any sort that might arise between the parties. Any dispute relating in any way to this Agreement will only be adjudicated in the courts of New South Wales, Australia. Each party consents to exclusive jurisdiction and venue in these courts. Notwithstanding the foregoing, either party may seek injunctive relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of such party's, its affiliates' or any third party's intellectual property or other proprietary rights. The United Nations Convention of Contracts for the International Sale of Goods, and any local laws implementing the Convention of Contracts for the International Sale of Goods, do not apply to this Agreement. TO THE EXTENT PERMITTED BY LAW, YOU HEREBY WAIVE ANY RIGHTS THAT YOU MAY HAVE TO BRING DISPUTES FOR RESOLUTION BEFORE ANY OTHER COURT, TRIBUNAL OR FORUM. You and we each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. We each waive any right to a jury trial.

18.2 Assignment:

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. Any attempt to assign or otherwise transfer in violation of this section is void provided, however, that upon notice to GEMGEM, 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:

in connection with a merger, consolidation, acquisition or sale of all or substantially all of our assets or similar transaction; or
to any Affiliate or as part of a corporate reorganisation; and effective upon such assignment, the assignee is deemed substituted for GEMGEM 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. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates.

18.3 Waiver:

Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.

18.4 Agency:

Because GEMGEM is not your agent (except for the limited purpose set out in the Payment Collection Services Terms), or the customer’s agent for any purpose, without limiting our rights arising from or relating to any actual or potential negative customer experience or dispute, GEMGEM will not act as your or a customer’s agent in connection with resolving any disputes related to or arising out of any of Your Transactions.

18.5 Other:

GEMGEM retains the right to immediately halt any of Your Transactions, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by applicable Program Policies.

18.6 Notices:

Except as otherwise provided in this Agreement, we will provide all notices and other communications regarding this Agreement to you by posting changes on Seller Central or on the applicable GEMGEM Services site to which the changes relate (such as the Developer site accessible through your account), by sending you an email notification, or by similar means. You may change your email address or nominate additional email addresses for notifications within Seller Central or by any other means then specified by GEMGEM. You will ensure that all of your information is up to date and accurate at all times. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email. You must send all notices and other communications relating to GEMGEM to our Merchant Services Team by using the contact us form available on our website or by emailing us.

18.7 Entire Agreement:

Any terms you include on the GEMGEM Site, or that you otherwise suggest apply to Products offered by you on the Site or Your Transactions (including if applicable your privacy policy) (together “Your Terms”) must not be inconsistent with this Agreement including the Program Policies and, to the extent of any inconsistency, such terms will be invalid and this Agreement will prevail. GEMGEM shall not be bound by Your Terms, except as expressly agreed in writing. Notwithstanding anything in Your Terms, you must comply with any GEMGEM privacy policy or notice. This Agreement (including any Program Policies) represents the entire agreement between the parties with respect to the Services and related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings.

18.8 Severability:

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.

18.9 Translations:

We may make available translations to this Agreement and the applicable Service Terms and Program Policies, but the English version will control.

19. GEMGEM Advertising Service Terms

The GEMGEM Advertising Agreement applies to your use of the Ad Services (as defined in the GEMGEM Advertising Agreement).

By registering for or using Ad Services, you accept the GEMGEM Advertising Agreement, which may be updated from time to time by GEMGEM in accordance with its terms. The GEMGEM Advertising Agreement is available on our website. In the event of any conflict between the General Terms or Program Policies and the GEMGEM Advertising Agreement with respect to Ad Services, the GEMGEM Advertising Agreement will prevail to the extent of the conflict. If the GEMGEM Advertising Agreement is deemed unlawful, void, or for any reason unenforceable, then the General Terms will govern your access to and use of the Ad Services.

Definitions

As used in this Agreement, the following terms have the following meanings:

Affiliate - means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.

GEMGEM Associated Properties - means any website or other online point of presence, mobile application, service or feature, other than an GEMGEM Site, through which any GEMGEM Site, or products or services available on any of them, are syndicated, offered, merchandised, advertised, or described.

GEMGEM Contracting Party - means the party outlined below.

Services	GEMGEM Contracting Party
Selling on GEMGEM	GEMGEM Limited
Fulfilment by GEMGEM	GEMGEM Limited
Payment Collection Service	GEMGEM Limited
Selling Partner APIs	GEMGEM Limited
Other Services	GEMGEM Limited

GEMGEM Site - means, as applicable, the website the primary home page of which is identified by the URL www.gemgem.com and any successor or replacement of such website.

Confidential Information - means information relating to us, to the Services or GEMGEM 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 information) 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.

Content - means copyrightable works under applicable Law and content protected by database rights under applicable Law.

Excluded Products - means the items described in our applicable Policies, or in any other information made available to you by GEMGEM from time to time.

Including - means including without limitation.

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.

Law - means any law, ordinance, rule, regulation, order, licence, permit, judgment, decision, or other requirement, now or in the future in effect, of any governmental authority (e.g., on a federal, state, territory or local government level, as applicable) of competent jurisdiction, and all references to applicable Laws include Australian Law.

Order Information - means, with respect to any of Your Products ordered through a GEMGEM 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.

Program Policies - means all policies and program terms provided on our website.

Sales Proceeds - means the gross proceeds from any of Your Transactions, including all shipping and handling, gift wrap and other charges, and including taxes and customs duties to the extent specified in the applicable Tax policies.

Seller Central - means the online portal and tools made available by GEMGEM to you, for your use in managing your orders, inventory, and presence on the GEMGEM Site or any other online point of presence, currently located at www.gemgem.com, and includes any successor or replacement of website.

Service - means each of the following services: Selling on GEMGEM, Fulfilment by GEMGEM, the Selling Partner APIs, the Payment Collection Services and GEMGEM Advertising, together in each case with any related services and materials we make available including any programs described in the Program Policies on the GEMGEM Site.

Service Terms - means the service terms applicable to each Service, which form part of this Agreement and apply to you from the date you elect to register for or use the applicable Service, and any subsequent modifications we make to those terms.

Technology - means any:

ideas, procedures, processes, systems, methods of operation, concepts, principles, and discoveries protected or protectable under the Laws of any jurisdiction.
interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and
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 any other source or business identifier, protected or protectable under any Laws.

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 GEMGEM or its Affiliates.

Your Personnel - means any third party warranting, administering or otherwise involved in the offer, sale, performance, or fulfilment of Your Products, including any of your employees, representatives, agents, contractors, or subcontractors.

Your Product - means any product or service that you:

offer through the Selling on GEMGEM Service; or
have fulfilled or otherwise processed through the Fulfilment by GEMGEM Service.

Your Sales Channels - means all sales channels and other means through which you or any of your Affiliates offers products or services, other than physical stores.

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 Services;
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
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. This term also includes any of the types of taxes, duties, levies, or fees mentioned above that are imposed on or collectible by GEMGEM or any of its Affiliates in connection with or as a result of fulfilment services including the storage of inventory or packaging of Your Products and other materials owned by you and stored by GEMGEM, shipping, gift wrapping, or other actions by GEMGEM in relation to Your Products pursuant to the Fulfilment by GEMGEM Service Terms.

Your Trademarks - means Trademarks of yours that you provide to us:

in non-text form for branding purposes; and
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 the GEMGEM Site.

Selling on GEMGEM Service Terms

The Selling on GEMGEM Service ("Selling on GEMGEM") is a Service that allows you to offer certain products and services directly on the GEMGEM Site.

These Selling on GEMGEM Service Terms are part of the Agreement, but, unless specifically provided otherwise, concern and apply only to your participation in Selling on GEMGEM.

BY REGISTERING FOR OR USING THE SELLING ON GEMGEM SERVICE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE AGREEMENT, INCLUDING THESE SELLING ON GEMGEM SERVICE TERMS.

S-1 Your Product Listings and Orders.

S-1.1 Products and Product Information.

You will provide accurate and complete Required Product Information for each Product that you offer through GEMGEM Site and promptly update that 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 your offer and subsequent sale of any of the same on the GEMGEM Site complies with all applicable Laws (including all minimum age, marking and labelling requirements), or any content which is, or which in our sole and reasonable discretion we consider, defamatory or obscene or in violation of any third party’s copyright, trademark, design, database or other rights or our Program Policies. You may not provide any information for, or otherwise seek to offer any Excluded Products on the GEMGEM Site, or provide any URL Marks for use, or request that any URL Marks be used, on the GEMGEM Site.

S-1.2 Product Listing; Merchandising; Order Processing.

We will enable you to list Your Products on the GEMGEM Site, and conduct merchandising and promote Your Products in accordance with the Agreement (including via the GEMGEM Associated Properties or any other functions, features, advertising, or programs on or in connection with the GEMGEM Site). We may use mechanisms that rate, or allow shoppers to rate, Your Products and your performance as a seller and GEMGEM may make these ratings and feedback publicly available. We will provide Order Information to you for each order of Your Products through the GEMGEM Site. 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 these Selling on GEMGEM Service Terms.

S-1.3 Shipping and Handling Charges.

For Your Products ordered by customers on or through a GEMGEM Site, you will determine the shipping and handling charges subject to our Program Policies and standard functionality (including any category-based shipping and handling charges we specify in a Program Policy). When we determine the shipping and handling charges, you will accept them as payment in full for your shipping and handling.

S-1.4 Credit Card Fraud.

You will bear the risk of credit card fraud (i.e., a fraudulent purchase arising from the theft and unauthorised use of a third party's credit card information) occurring in connection with Your Transactions. You will bear all other risk of fraud or loss.

S-2 Sale and Fulfilment; Refunds and Returns.

S-2.1 Sale and Fulfilment.

source, offer, sell and fulfil Your Products, and source and, offer and sell your GEMGEM-Fulfilled Products, in each case in accordance with the terms of the applicable Order Information, this Agreement, and all terms provided by you or us and displayed on the GEMGEM Site at the time of the order and be solely responsible for and bear all risk for those activities;
package each of Your Products in a commercially reasonable manner complying with all applicable packaging and labelling requirements and ship each of Your Products on or before its Expected Ship Date;
retrieve Order Information at least once each business day;
only cancel Your Transactions as permitted pursuant to your terms and conditions appearing on the GEMGEM Site at the time of the applicable order and as may be required under this Agreement;
fulfil Your Products throughout the world (except to the extent prohibited by Law or this Agreement) ;
provide to GEMGEM information regarding 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;
comply with all Street Date instructions;
ensure that you are the seller of each of Your Products;
include an order-specific packing slip, and, if applicable, any tax invoices as required by Law, within each shipment of Your Products;
identify yourself as the seller of each of Your Products on all packing slips or other information included or provided in connection with Your Products;
include warranty documents with Your Products that comply this Agreement, and any applicable Laws;
identify yourself as a Person to which a customer may return the applicable product; and
except as expressly permitted by this Agreement, not send customers emails confirming orders or fulfilment of Your Products.

S-2.2 Cancellations, Returns, and Refunds.

You will promptly accept, calculate, and process cancellations, returns, refunds, and adjustments in accordance with this Agreement, applicable Laws and the GEMGEM Refund Policies, using functionality we enable for your account. Without limiting your obligations, we may in our sole discretion accept, calculate, and process cancellations, returns, refunds, and adjustments for the benefit of customers. We will not be liable to you if we cancel, or permit a customer to withdraw from, a transaction, including because we are unable to complete a transaction because a GEMGEM Site or Service is unavailable following the commencement of a transaction. You will route any payments to customers in connection with Your Transactions through GEMGEM and will promptly provide refunds and adjustments that you are obligated to provide as required by Law or this Agreement. We will make any payments to customers relating to cancellations and returns in accordance with this Agreement and in the manner we determine, and you will reimburse us for all amounts we pay and any applicable Refund Administration Fee.

S-3 Problems with Your Products.

S-3.1 Delivery Errors, Nonconformities and Recalls.

You are responsible for any non-performance, non-delivery, mis-delivery, theft, or other mistake or act in connection with the fulfilment of Your Products. You will reimburse us for any costs we may incur or refunds we may provide in connection with such delivery errors,

You are also responsible for any nonconformity or defect in, or any public or private recall of or safety alert for any of Your Products or other products provided in connection with Your Products, and will reimburse us for any costs we may incur or refunds we may provide in connection with any of Your Products that are nonconforming, defective, unsafe or recalled. You will notify us promptly as soon as you have knowledge of any public or private recalls of, or safety alerts for, Your Products or other products provided in connection with Your Products.

S-3.2 Claims and Chargebacks.

If we inform you that we have received or initiated a claim offered on the GEMGEM 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 we find that a claim, chargeback, or dispute is your responsibility, you:

will not take recourse against the customer, and
are responsible for reimbursing us for the amount paid by the customer (including taxes and shipping and handling charges, and all other fees and expenses associated with the original transaction (such as credit card, bank, payment processing, re-presentment, or other fees) and any related chargebacks or refunds to the extent payable by us.

S-4 Compensation.

You will pay us:

the applicable Referral Fees;
any applicable Closing Fee;
the Selling on GEMGEM Subscription Fee, (payable in advance each month); and
any other applicable fees and charges

"Selling on GEMGEM Subscription Fee" means the fee specified as such on the Selling on GEMGEM for the GEMGEM Site at the time such fee is payable. With respect to each of Your Transactions:

Sales Proceeds has the meaning set out in this Agreement;
Closing Fees means the applicable fees, if any, as specified on the GEMGEM Site; and
Referral Fee means the applicable fee based on the Sales Proceeds from Your Transaction through the GEMGEM Site specified on the GEMGEM Site at the time of Your Transaction, however, that Sales Proceeds will not include any shipping charges set by us in the case of Your Transactions that consist solely of products fulfilled.

S-5 Remittance of Sales Proceeds & Refunds.

Except as otherwise stated in this Agreement, we will remit to you an amount equal to your available balance on a biweekly (14 day) (or at our option, more frequent) basis. For each remittance, your available balance is equal to any Sales Proceeds received by us or our Affiliates in respect of Your Transactions but excluding any amounts previously remitted to you as of the applicable Remittance Calculation Date, less:

any applicable fees and charges described in this Agreement; and
any other amounts we are entitled to withhold, deduct, offset or claim in accordance with the Agreement or applicable Law. If your account is subject to a reserve or withholding requirement, the time period for remittance of sales proceed to you may be longer than 14 days. When you either initially provide or later change Your Bank Account information, the Remittance Calculation Date may be deferred by up to 14 days. If you refund money to a customer in connection with one of Your Transactions, and the refund is routed through us (or our Affiliate), on the next available Remittance Calculation Date we will refund to you the amount of the Referral Fee paid by you to us attributable to the amount of the customer refund (including refunded taxes and customs duties only to the extent specified in the applicable Tax Policies), less the applicable Refund Administration Fee for each of Your Products. We will remit any amounts to be refunded by us pursuant to this subsection from time to time together with the next remittance to be made by us to you.

S-6 GEMGEM’s Websites and Services.

GEMGEM has the right to determine, the design, content, functionality, availability and appropriateness of its websites, selection, and any product or listing in the GEMGEM Stores, and all aspects of each Selling Service, including your use of the same. GEMGEM may assign any of these rights or delegate any of its responsibilities.

Selling on GEMGEM Definitions

GEMGEM-Fulfilled Products means any of Your Products that are fulfilled using the Fulfilment by GEMGEM Service.

GEMGEM Refund Policies means the return and refund policies published on the GEMGEM Site and applicable to products and services offered via that GEMGEM Site.

Expected Ship Date means, with respect to any of Your Products, either:

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
if you do not specify shipping availability information in such inventory/product data feed or that Your Product is in a product category that GEMGEM 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 or as otherwise set out in our Program Policies.

Purchase Price means the total amount payable or paid for Your Product (including taxes and shipping and handling charges only to the extent specified in the applicable Tax Policies).

Remittance Calculation Date is the date that is two (2) business days prior to the date of remittance.

Required Product Information means, with respect to each of Your Products, the following (except to the extent expressly not required under the applicable Program Policies):

description, including as applicable, location-specific availability and options, scheduling guidelines and service cancellation policies;
SKU and UPC/EAN/JAN numbers, and other identifying information as GEMGEM may reasonably request;
information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorisations prescribed by GEMGEM from time to time) ;
categorisation within each GEMGEM product category and browse structure as prescribed by GEMGEM from time to time;
digitised image that accurately depicts only Your Product, complies with all GEMGEM image guidelines, and does not include any additional logos, text or other markings;
Purchase Price;
shipping and handling charge (in accordance with our standard functionality);
any text, disclaimers, warnings, notices, labels, warranties, or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising, or sale of Your Product;
any vendor requirements, restocking fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product;
brand;
model;
product dimensions;
weight;
a delimited list of technical specifications;
SKU and UPC/EAN/JAN numbers (and other identifying information as we may reasonably request) for accessories related to Your Product that is available in our catalogue;
the state or country Your Product ships from; and
any other information reasonably requested by us (e.g., the condition of used or refurbished products; and invoices and other documentation demonstrating the safety and authenticity of Your Products).

Shipment Information means, with respect to any of Your Products, the estimated or promised shipment and 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, .edu, .ca, .fr, .jp) or any variation of a top-level domain (e.g., dot com, dotcom, net, or com).

Your Transaction is defined in the General Terms of this Agreement; however, as used in these Selling on GEMGEM Service Terms, it means any and all such transactions through Selling on GEMGEM only.

Payment Collection Service Terms

BY REGISTERING FOR OR USING ANY SERVICE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THESE PAYMENT COLLECTION SERVICE TERMS FOR THAT SERVICE.

P-1 Payment Collection Agency Appointment.

You authorise GEMGEM to:

act as your payments collection agent, in accordance with these terms, for the purpose of receiving and processing payments and refunds, making adjustments for Your Transactions, receiving and holding Sales Proceeds on your behalf and remitting Sales Proceeds to Your Bank Account, in connection with the sale of Your Products on the Site; and
charge your Credit Card and pay GEMGEM and its Affiliates amounts you owe in accordance with this Agreement or other agreements relating to the Site that you may have with GEMGEM Affiliates. GEMGEM provides the services described in these Payment Collection Service Terms and the related services described in Sections S-1.4, S-2.2, and S-5 of the Agreement (collectively, the "Payment Collection Services"). You agree that buyers satisfy their obligations to you for Your Transactions when we receive the Sales Proceeds. In the event of non-payment to you by GEMGEM, you agree that you will not have any recourse against buyers, you will not make or attempt any contact with buyers, and your only recourse in the event of non-payment is against GEMGEM. We will remit funds to you in accordance with this Agreement.

P-2 Remittance.

Subject to Section 2 of the General Terms of this Agreement, GEMGEM will remit funds to you in accordance with Section S-5 of this Agreement and these Payment Collection Service Terms. GEMGEM's obligation to remit funds collected by it on your behalf is limited to funds that have actually been received by GEMGEM less amounts owed to GEMGEM, and is subject to any withholding, deduction chargeback, reversal or claim made under or in relation to this Agreement. Without limiting GEMGEM's rights to collect any amounts you owe; GEMGEM's receipt of Sales Proceeds discharges your obligation to pay applicable fees and other amounts under this Agreement to the extent the Sales Proceeds equal or exceed the fees and other amounts you owe and the Sales Proceeds are applied to the payment of those fees and amounts.

P-3 Your Funds.

Your Sales Proceeds will be held in an account with GEMGEM (a "Seller Account") and will represent an unsecured claim against GEMGEM (but subject to the terms of Section S-5 of this Agreement). Your Seller Account is not a deposit and is not insured as a deposit. Prior to disbursing funds to you, GEMGEM may combine Sales Proceeds held with the funds of other users of the Services, invest them, or use them for other purposes permitted by applicable Laws. You will not receive interest or any other earnings on any Sale Proceeds. To the extent required by applicable Laws, GEMGEM will not use any funds held on your behalf for its corporate purposes, will not voluntarily make such funds available to its creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit its creditors to attach such funds.

P-4 Verification.

We may at any time require you to provide any financial, business or personal information we request to verify your identity. We may obtain, and you authorise us to obtain and use from time-to-time credit reports about you. You agree to update all Seller Account information promptly upon any change.

P-5 Dormant Accounts.

Your right to your available balance in your Seller Account ends (notwithstanding that you may have active listings) if you do not have any transactions for 12 months or more. We will owe no further obligation to pay you all or any part of that available balance, on the date that is 12 months after the last transaction conducted on your Seller Account. During that 12-month period, we will make reasonable efforts to ensure payment to you of your available balance to you, subject to and such that the payment is calculated on the terms of Section S-5 of this Agreement.

SHIPPING TERMS

By shipping items to GEMGEM, you agree to be bound by the following terms below.

GEMGEM may change our terms and conditions from time to time, in which case, other conditions may apply.

Unless defined in these Terms, all capitalised terms are as defined. As used in these Service Terms, "we," "us," and "GEMGEM" means www.gemgem.com (as the applicable GEMGEM Contracting Party) and any of its applicable Affiliates and "you" means the applicant (if registering for or using GEMGEM as an individual), or the business the applicant is employed by or represents (if registering for or using GEMGEM as a business) and any of its Affiliates.

GEMGEM shall have the right to change, amend, withdraw, modify, or alter the scope of the Terms in any manner or terminate or suspend immediately in its sole discretion at any time for any reason without notice to you. Any changes will be effective upon the posting of such changes. Your continued use of GEMGEM or otherwise through such mode will constitute your agreement to updated terms as we may deem fit at our sole discretion. You are responsible for reviewing these changes or notices and informing yourself of all applicable changes or notices.

GEMGEM SHIPPING TERMS

You hereby agree to Ship items only for the purpose of collecting, shipping and delivery of Products listed on and purchased from or using the GEMGEM Site in accordance with the GEMGEM User Terms and not for any other products listed/sold on websites/marketplaces other than the GEMGEM Site. Your Products must be collected, shipped and delivered by reputable couriers with reputable insurance and may not be self-shipped by you. If you self-ship the order and provide tracking details to us, such orders will not be confirmed by us and may get cancelled. Neither GEMGEM, nor its Affiliates, will compensate you for any losses incurred by you for any such order and this may, and you acknowledge that it may, have a negative impact on your performance metrics. All of your obligations under the User Agreement Terms remain in force and unchanged.
You will, in accordance with applicable Policies and in the format, we require, provide accurate and complete information about Your Shipping Products to be collected, shipped and delivered. You will promptly update any information about Your Products in accordance with our requirements and as necessary so that the information is at all times accurate and complete.
Prior to collection of Your Products, you will ensure that: (a) all Your Product(s) (i) are suitable for shipment via land transportation in a non-climate controlled vehicle in accordance with applicable Laws, and (ii) are properly packaged for protection against damage and deterioration during collection, shipment and delivery in accordance with our Policies; and (b) all necessary documents required in connection with the shipment of Your Products and/or customer returns including packing slips, invoices, advisory labelling and/or any other documents required by applicable Laws including but not limited to airway bills and related information, wherever applicable, are provided.
GEMGEM reserve the right to remove selling and buying privileges in its sole discretion if it deems that you have violated our Terms and policies.
You acknowledge and agree that, in accordance with our Policies and Terms, you are responsible and liable for providing accurate weight and dimension details in advance of the collection of each of Your Products, should GEMGEM collect your products through third-party couriers. You agree that if these details are found to be incorrect, it could result in additional Fees being charged to you for the collection, shipment and delivery of Your Products (in accordance with these Terms), if courier is arranged by GEMGEM, which may be recovered in accordance with the terms of your User Agreement.
If GEMGEM is handling your shipment, then your product will be collected from your listed Address at the time or during the time period specified to you through the user dashboard and will ship and deliver to the listed specified Address. You acknowledge and agree that Products will only be delivered to and collected from (for the purposes of returns) the Customer Address within the delivery coverage area as set out in the Policies. It is your responsibility to confirm that the third-party couriers delivers within the delivery coverage area and your obligations to deliver to the buyer remain in force even if the courier that you have chosen does not deliver within that delivery coverage area.
You acknowledge that the third-party courier may refuse (without liability) to collect, ship or deliver any Products: (i) that it may consider unsuitable in its sole discretion, and/or (ii) where Your Product does not comply with their Conditions of Carriage (or other applicable conditions of carriage), and/or (iii) where Your Product is an Shipment Excluded Product. You acknowledge and agree that the courier and/or GEMGEM retains an express right of inspection in respect of all packages and shipment and reserves the right to inspect (or allow a third-party to inspect) any such package or shipment. The courier may return or dispose of or destroy any shipment that the courier determines in its sole discretion creates a safety, health or liability risk to the courier, its personnel or any third-party. You agree that title to each such disposed or destroyed shipment may, at the courier’s discretion, transfer to the courier as necessary for it to dispose of or destroy the shipment. You agree to pay for any costs or expenses incurred in connection with the return, disposal, or destruction of any Products that creates such safety, health or liability risk.
You are responsible for raising or collecting from customers any appropriate documentation including invoices, credit notes, delivery challans, airway bills or any other statutorily required documentation or information for reporting of both shipment of Products from your designated address registered on the User Dashboard and customer returns from the Customer Address using the GEMGEM Services. You will be solely responsible for clearing any shipments held up at any check-posts or seized by tax authorities as a result of non-compliance of any required documentation requirements.
You agree and acknowledge to accept all undelivered shipments of Products (i.e., packages which could not be delivered to the customer and are being returned to you) from the third-party courier otherwise you shall bear the costs and expense of for any disposal or destruction of such shipments, and you expressly authorise us to recover such amounts as permitted for the Elected Country.
REFUNDS TO THE CUSTOMERS
You acknowledge and agree that it is your sole responsibility to, and you will accept and process cancellations, returns, refunds and adjustments in accordance with these Shipping Terms and the Policies for the GEMGEM Site published at the time of the applicable order. We may inform customers that these policies apply to Your Products. To the extent that you do not fulfil your obligations, GEMGEM may, but is not obligated to, and you authorize and instruct GEMGEM to, initiate and process refunds and adjustments for Products that have been collected, shipped or delivered, and/or returned under these Shipping terms.
For any Products that have been collected, shipped or delivered under these Shipping Terms but which are returned by the customers to you directly (and not using a third-party courier), you will accept and process refunds and adjustments within 48 hours of receiving such orders, failing which GEMGEM will be deemed to be authorized and instructed by you, but not obligated to, to issue a refund or adjustment (as appropriate) to the customer from your available balance as permitted by the User Agreement.
Where GEMGEM receives a request for refund of any of Your Products which are not GEMGEM Products (subject to them being GEMGEM Fulfillment Units), GEMGEM will seek prior written approval from you before initiating any such return.
AUTHORIZATION FOR CANCELLATIONS/CUSTOMER RETURNS
You authorize and instruct GEMGEM to initiate the cancellation of Your Services for any of Your Products upon receipt of a cancellation request from the customer, at any time before the collection, shipment or delivery of Your Products.
For any of your Products that a customer wishes to return in accordance with the terms offered to the customer, the third-party courier will, on request from you, collect your Products from the GEMGEM Customer Address and return it back to your GEMGEM Seller Address. You agree to accept all such Products returned by the customer upon delivery by the Third-party courier.
CASH ON DELIVERY
We will deposit all COD collected by the Third-party courier for Your Products (save for any amount of the COD that is counterfeit currency) in our bank account from time to time and credit such amount to you in accordance with the User Agreement. To the extent that any amount is credited by us to you in advance of deposit of COD in our bank account, you agree that we shall be entitled to recover such funds (as permitted by the User Agreement) for any excess COD credited. Neither we nor the Third-party courier shall have any liability for any part of any COD collected that is counterfeit currency. Neither we nor the Third-party courier will be liable to replace such currency from our own funds.
FEES
You shall pay GEMGEM all fees for the collection, shipment and delivery (and returns, where applicable) of GEMGEM Products (including any charges for non- collection or non-delivery, or cancellation charges), (the “Fees'') as set out in the GEMGEM Fee Schedule for the provision of the GEMGEM Services. If the shipment has to be rerouted, redirected or returned for any reason whatsoever (in respect of delivery to the customer), you shall pay GEMGEM all charges levied by the Third-party courier for such rerouting, redirection or return in accordance with the rates notified to you, as also VAT and any other goods and services tax, duties etc. applicable thereon. GEMGEM shall issue you with a tax invoice for all fees and applicable Taxes payable by you (and GEMGEM shall raise such invoice irrespective of the fact that such a shipment or Your Products is lost or damaged during the course of shipment or returned undelivered (in respect of delivery to the customer).
The GEMGEM Fees shall become payable to GEMGEM immediately from the moment that the Products are collected by the Third-party courier (whether for delivery or shipment to or collection from a customer) (along with any other applicable goods and services tax). Third-party courier reserves the right to assess fuel and other surcharges on shipments without notice. The duration and amount will be determined by the Third-party courier's sole discretion. You, by tendering your shipment to the Third-party courier, agree to pay the surcharges in force.
TAX
You hereby authorize us to recover, including by means of deduction or set off, any applicable fee along with Taxes and any other goods and services tax under the GEMGEM Services from any amount due and payable to you under the User Agreement.
All payments by GEMGEM to you shall be made subject to any applicable taxes and any other goods and services tax under the applicable Law.
You will be responsible for Your Taxes including goods and services tax, interest or penalties and you will indemnify and hold GEMGEM and/or its Affiliates (including but not limited to the Third-party courier) harmless from Your Taxes including goods and services tax, interest or penalties. You acknowledge and agree that you are responsible for preparing and filing any applicable statutorily required documentation to be issued either by you or by the customers.
LIABILITY AND INDEMNITY
GEMGEM, the Third-party courier or any of each of their respective officers, directors, employees, representatives and agents shall not be liable for any loss, damage, claims, charges, penalties, suffered by or incurred by you as a result of or arising out of your use of the GEMGEM Services.
You agree to indemnify, defend, and hold harmless GEMGEM and/or the Third-party courier from all claims, judgments, damages, fines, penalties and expenses (including reasonable attorneys' fees) that may arise out of or as a result of any of your acts or omissions with respect to the GEMGEM Service provided by GEMGEM to you, or your breach of the GEMGEM Services and/or the User Agreement and/or the GEMGEM Conditions of Carriage.
Save as expressly set out in this Agreement, you further agree that GEMGEM and the Third-party courier will have no additional liability for Your Products. In the event you desire to seek full coverage of loss of Your Products during shipment, you may at your own discretion and costs (including premium, as applicable), insure Your Products through an insurance company. Neither GEMGEM, its Affiliates, or Third-party couriers will be liable for any disputes between you and the customer or you and the insurance company, as the case may be.
CLAIMS, REIMBURSEMENTS
Subject (as applicable) to your compliance with these GEMGEM Service Terms (including, without limitation, the packaging requirements (set out in .3) and the below Policy (as defined below), you agree and acknowledge that in the event of any loss or damage to Your Products during the course of transit, or for the non-delivery, mis-delivery, or theft in connection with the collection, shipment or delivery of Products and which is directly attributable to the Third-party courier, your sole and exclusive recourse shall be against the Third-party courier and shall be subject to the limitations of and exclusions of liability set out in the relevant conditions of carriage. You agree that the limitations on and exclusions of the Third-party courier’s liability set out in the relevant conditions of carriage shall constitute the Third-party courier’s aggregate liability under these GEMGEM Service Terms.
All reimbursement claims for lost, damaged, undelivered or mis-delivered, stolen/missing Products must be notified to GEMGEM in writing within five business days of the earlier of (i) the shipment being returned to you (or that attempted return to you if not completed for any reason); or (ii) from the date when the Product was collected or due to be collected. Reimbursement claims filed after this period will not be accepted and no action for loss may be brought against GEMGEM and/or the Third-party courier. Receipt of the shipment by the customer without written notice of damage on the delivery receipt will be considered as the basis that Your Products were delivered in good condition. No claim for loss will be considered by GEMGEM until all invoices and charges have been paid.
Reimbursement claims raised by you related to any damage or dispute cases should be supported with relevant proofs like images of the product, Invoice copy, brand registry document, CCTV footage whichever is applicable. Reimbursement grant is subject to internal investigation. If the Seller is found to be having a pattern of claiming incorrect reimbursements, it may lead to suspension of your selling account.
Where the GEMGEM Conditions of Carriage apply, the Third-party courier shall have a general lien on all shipments in its possession, custody or control for any monies whatsoever due from you and such general lien shall extend to all freight charges, goods and services tax, advances, or any other charges of any kind arising out of transit hereunder. The Third-party courier shall be entitled to detain any shipment until such dues are paid and, without prejudice to the Third-party courier’s other legal remedies to recover its costs, charges and expenses, shall be entitled, after giving 14 days’ notice to you, to sell the shipments by public auction, tender, private agreement or otherwise or even destroy the shipments as agent for and at your expense and apply the proceeds in or towards the payment of such sums. Upon accounting to you for any balance remaining after payment of any sums due to the Third-party courier and any costs of retention, insurance and sale or disposal, the Third-party courier shall be discharged of any liability whatsoever in respect of the shipment.
Notwithstanding section. 23, the Seller shall be entitled to claim refunds for Eligible Orders, subject to and in accordance with terms of the GEMGEM Claim Policy. The Seller should provide appropriate supporting documentation/information as may be prescribed by GEMGEM from time to time.
The Seller acknowledges and agrees that any disputes arising out of the claims filed by the Seller with GEMGEM shall be decided by GEMGEM in its sole discretion. Any decision taken by GEMGEM shall be considered as final and binding on the Seller.
MISCELLANEOUS
The laws of the Hong Kong govern these GEMGEM Service Terms and all of their terms and conditions, without giving effect to any principles of conflicts of laws.
Any dispute, claim, difference or controversy arising out of, relating to or having any connection with these GEMGEM Service Terms with GEMGEM or its Affiliates, including your use of the GEMGEM Services, any dispute as to their existence, validity, interpretation, performance, breach or termination or the consequences of their nullity and any dispute relating to any non-contractual obligations arising out of or in connection with them, shall be referred to and finally resolved by arbitration. The number of arbitrators shall be one. The seat or legal place of arbitration shall be in Hong Kong. The language used in the arbitral proceedings shall be Cantonese or English. GEMGEM and you each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.
These GEMGEM Services Terms will terminate on termination of the User Agreement. We may terminate or suspend this Agreement for any reason at any time by notice to you. You may terminate this Agreement or any Service for any reason at any time by the means then specified by GEMGEM.
You may not assign these GEMGEM Service Terms, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under these GEMGEM Service Terms through one or more of our Affiliates. Our failure to enforce your strict performance of any provision of these GEMGEM Service Terms will not constitute a waiver of our right to enforce such provision or any other provision of these GEMGEM Service Terms subsequently.
These GEMGEM Service Terms represent the entire agreement between the parties with respect to the GEMGEM Services and related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings.
SELL AN ITEM
In the case that a seller sells an item to GEMGEM, they will be eligible for free shipping in order to send their sold items to GEMGEM.
1. In these circumstances, GEMGEM will provide a shipping label with AWB numbers to the seller who has sold their items to GEMGEM
2. It is the sole discretion and responsibility of the seller to arrange shipping insurance, collection and pick up of their sold items with the selected courier that GEMGEM has provided the shipping label with AWB provided for
Once GEMGEM receives item seller has sold to them, in the event that the provided description, images, certificates and the like, does not match the actual item sold, or there are any discrepancies between the item described and the item received by GEMGEM, GEMGEM has the sole discretion to return the item to the seller without incurring any liability or harm to the business.
1. In the cases of discrepancies between descriptions provided and actual items upon inspections, it will be the sellers sole responsibility to provide for the return shipping and insurance costs, which can be arranged by GEMGEM.
2. If the seller chooses not to have their items returned to them, GEMGEM has the sole discretion and retains the right to dispose of the items as to how GEMGEM sees fit.
AUTHENTICITY
The Seller certifies to GEMGEM that the Seller is the legal and rightful owner of the Property and has full right and authority to convey the same.
1. The Seller must present identification document(s).
2. The Seller declares under penalties of perjury that all statements provided to GEMGEM, herein contained, are true and correct.
3. The Seller’s Information is properly managed in accordance with the Private Information Protection Law. We will not use this information for any other purpose except for those mentioned above.
GEMGEM accepts receipt of the Property described herein, without any guarantees or warranties of any kind, either express or implied.
GEMGEM will not accept any stolen, fraudulently obtained goods or counterfeits. If the item(s) is later found to be any of the above, the customer shall compensate GEMGEM for all losses.
We shall rely upon the experience of the in-house specialists to determine the authenticity and condition of your items. The authentication and inspection procedure shall be conducted using reasonable and acceptable industry standards.
1. The Inspection of the Products shall take place at GEMGEM’s site of choosing. The Seller agrees that due to the nature of certain Products the authentication process may not be possible at the Seller site and require the authentication process to be conducted at a third-party appraisal centre (“Appraisal Centre”). The Seller authorises GEMGEM to take the Product to Appraisal Centre for conducting Inspection.
2. The price of the Product shall be determined on authentication and shall be communicated to the Seller. GEMGEM and the Seller shall mutually agree on the price (“Listing Price”) of the Product(s).
In the event the specialists disapprove the Product’s authenticity and thereby reject the Product(s) due to this reason:
1. Such rejected Product shall not be listed.
2. Where the rejected Product has been inspected in house or at the Appraisal Centre, the Product shall be returned to the Seller at the sole expense of the Seller.
3. GEMGEM reserves the right to penalize the seller to the extent of 100% of the listed price of the product in such circumstances.
4. The Seller agrees to compensate GEMGEM for any losses incurred due to false declarations.
5. GEMGEM may, at its sole discretion, take penal actions or institute legal proceedings against the Seller in relation to any claim arising out of or in connection with authenticity of the Products.
6. GEMGEM reserves the right to report the Product(s) and Seller to respective brands and law enforcement authorities.
In the rare event that GEMGEM determines the Product to be counterfeit after the sale is concluded, the seller affirmatively agrees to pay back any seller payout for the Product(s), penalty fees as per GEMGEM terms, authentication and shipping fees for return of item
Once the Trade-in Product(s) is placed under consignment, the item will only be returned to the consignor after 60 days from the date of consignment upon request. If unsold no fees will be charged to arrange the return of item(s) to you at the end of the 60-day consignment term. Item(s) requested to be returned before the 60-day consignment term will incur a HKD600 administrative fee.
The consignor hereby declares that any consignments of raw diamonds/fancy colour diamonds/gems/18K platinum/gold are all of natural qualities without any artificial substances. The consignor further agrees to compensate GEMGEM for any losses due to false declarations.
The Seller hereby agrees to:
1. Allow GEMGEM to execute all such means and ways to ease the process of facilitating the transaction between the seller and buyer
2. Authorize GEMGEM to conduct any refurbishments it deems necessary including but not limited to repairs, cleaning and renew.
3. Accept Cash/Cheque of the item value from GEMGEM at any time in exchange for the ownership of the item.
All offers made and accepted are binding.
The Seller irrevocably and unconditionally agree to defend, indemnify and hold harmless GEMGEM, all our affiliates and each of our respective officers, directors, agents, employees, contractors any other representatives from and against all claims, actions, demands, liabilities, expenses, losses, damages and other costs whatsoever (including but not limited to any claims made against us by any third party) arising from, in connection with or related to your beach of these Terms.
GEMGEM disclaims all warranties, express or implied, in relation to any claim arising out of or in connection to authenticity of the Products and the Seller agrees to indemnify and hold GEMGEM, its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers, suppliers, employees, and any other related party harmless from any claim or demand, including reasonable attorney fees and court costs, made by any Buyer or a third party due to or arising out of any claim in relation to the authenticity of the Products.
In event of a dispute arising, the decision of GEMGEM shall be final.

Definitions

As used in the GEMGEM Service Terms, the following terms have the following meanings:

Affiliate means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.

GEMGEM Customer Address means the address set out on the invoice of Your GEMGEM Products given by the customer as the final destination for the delivery of Your Products.

GEMGEM Excluded Products means any product that is an Excluded Product, or is otherwise prohibited (including to the extent that those policies apply only to GEMGEM).

GEMGEM Products and Your Products means those of Your Products listed on and which are purchased from or using the GEMGEM Site which you wish to be collected and delivered to the customer using the GEMGEM Service.

GEMGEM Seller Address means the designated address that you have provided to GEMGEM for the collection of GEMGEM Products on your dashboard.

GEMGEM Conditions of Carriage means the conditions applicable to the carriage of shipments from and between specified locations using Third-party couriers (or any other Affiliate of GEMGEM as designated by us).

COD means cash on delivery, being a cash payment to be paid by the customer to you to be collected by the Third-party courier.

Effective Date means the date the Seller agrees or signs-up to avail or use the GEMGEM Services.

Eligible Orders means those orders that are placed after the Effective Date and are fulfilled by the Seller using the Services facilitated by GEMGEM.

GEMGEM Conditions of Carriage

Our Third-party couriers, its employees or agents (hereinafter collectively referred to as “Third-party couriers”) will accept shipments subject to these GEMGEM Conditions of Carriage and as consideration for your compliance with the GEMGEM Service Terms.

These GEMGEM Conditions of Carriage are applicable to the carriage of Shipments from and between specified locations. By tendering Shipments for carriage, the Consignor is deemed to have agreed to these GEMGEM Conditions of Carriage. We reserve the right to unilaterally modify, revise, amend, change or supplement these GEMGEM Conditions of Carriage without any prior notice.

As used in these GEMGEM Conditions of Carriage, "we," and "us," means GEMGEM and any of its applicable Affiliates and "you" and “Consigner” means the applicant (if entering into these GEMGEM Conditions of Carriage as an individual) or the business the applicant is employed by or represents (if entering into these GEMGEM Conditions of Carriage as a business) and any of its Affiliates.

In the event there is a conflict between these GEMGEM Conditions of Carriage and the provisions of any other document executed between the parties, these GEMGEM Conditions of Carriage prevail. Unless defined in these GEMGEM Conditions of Carriage, all capitalised terms are as defined in the User Agreement between you and GEMGEM.

Scope of service
- 1.1 We will, subject to these GEMGEM Conditions of Carriage, pick up, transport and deliver Shipments (the “Services”).
- 1.2 We will collect each Shipment from your GEMGEM Seller Address at the time or during the time period specified to you through the use of Dashboard / Seller Central and will ship and deliver the Products to the GEMGEM Customer Address. You acknowledge and agree each Shipment will only be delivered to and collected from (for the purposes of returns) the GEMGEM Customer Address within GEMGEM Services delivery coverage area as set out in the Program Policies.
- 1.3 We may sub-contract all or part of the Services at our sole discretion.
Conditions of carriage
- 2.1 You hereby agree to use the Services only for the collection, shipping and delivery of Your Products listed on and purchased from or using the GEMGEM Site in accordance with the Selling on GEMGEM Service Terms and not for any other products listed/sold on websites/marketplaces other than the GEMGEM Site.
- 2.2 Prior to collection of any Shipment by us, you will ensure that: (a) all Your Product(s) included in the Shipment (i) are suitable for shipment via land transportation in a non-climate controlled vehicle in accordance with applicable Laws and these GEMGEM Conditions of Carriage, and (ii) are properly packaged for protection against damage and deterioration during collection, shipment and delivery in accordance with the Program Policies and/or the GEMGEM Conditions of Carriage; and (b) all necessary documents required in connection with the Shipment and/or customer returns including packing slips, invoices, advisory labelling and/or any other documents required by applicable Laws including but not limited to airway bills and related information, wherever applicable, are provided. We shall be under no obligation to enquire into the correctness or sufficiency of such information or documents.
- 2.3 You acknowledge and agree that, in accordance with the Program Policies and these GEMGEM Conditions of Carriage, you are responsible and liable for providing accurate weight and dimension details in accordance with our GEMGEM Weights policy in advance of the collection of each of Your Products and in accordance with these GEMGEM Conditions of Carriage. You agree that if these details are found to be incorrect, it could result in additional Fees being charged to you for the collection, shipment and delivery of Your Products and/or a retrospective claw back of fees along with applicable taxes.
- 2.4 You acknowledge that we may refuse (without liability) to collect, ship or deliver any Shipment or hold, cancel, postpone or return (without liability) any Shipment where we consider in our sole discretion that:
  - 2.4.1 the Shipment is unsuitable;
  - 2.4.2 the Shipment does not comply with these GEMGEM Conditions of Carriage;
  - 2.4.3 You are in breach of the GEMGEM Service Terms;
  - 2.4.4 the Shipment contains any GEMGEM Excluded Product;
  - 2.4.5 the Shipment would be likely to cause damage or delay to other shipments or persons;
  - 2.4.6 we cannot transport the Shipment safely;
  - 2.4.7 the Shipment contains products classified as hazardous material - unsuitable for transportation, dangerous goods, prohibited goods, banned or restricted articles by any applicable government department or other relevant organisation; or
  - 2.4.8 the carriage of the Shipment is prohibited by applicable Law or is in violation of any of these GEMGEM Conditions of Carriage.
- 2.5 The fact that we accept a Shipment does not mean that such Shipment conforms to applicable Laws or to these GEMGEM Conditions of Carriage.
- 2.6 You are responsible for raising or collecting from each Consignee any appropriate documentation including invoices, credit notes, delivery challans, airway bills or any other statutorily required documentation or information for reporting of both the shipment of any Shipments from your GEMGEM Seller Address and customer returns from the GEMGEM Customer Address using the Service. You will be solely responsible for clearing any Shipments held up at any check-posts or seized by tax authorities as a result of non-compliance of any required documentation requirements.
- 2.7 We reserve the right to carry your Shipments by any route using multi-modal transportation according to our own handling, storage, movement methods and plans, and by use of our business associates, co-loaders, co-couriers, franchisees or other agents.
Your obligations
- 3.1 You agree that you shall:
  - 3.1.1 provide us with such information and such documents as we reasonably require from time to time.
  - 3.1.2 ensure that all Shipments are prepared and packed adequately to ensure safe carriage with normal care in handling. We shall not be liable for any damage or shortages occurring as a result of inadequate packing; provide accurate weight, dimension and content details on User Dashboard and Seller Central. You agree that if these details are found to be incorrect, this could result in a retrospective claw back of correct fees along with applicable taxes.
  - 3.1.3 hand over to us all Shipments scheduled during the respective pickup slot timings. You should determine the number of packages you can hand over on a daily basis and schedule pick-ups accordingly; and
  - 3.1.4 ensure that the information on the AWB matches the information for the Shipment on Seller Central.
Your representations and warranties
- 4.1 You represent and warrant that:
  - 4.1.1 any documents you provide to us and any documents accompanying any Shipment (including AWB, invoice, e-way bill and other documents) are true, correct and complete in all respects and are compliant with all applicable Laws; and
  - 4.1.2 no Shipment will contain any Products that may not be carried under applicable Law or these GEMGEM Conditions of Carriage.
The AWB
- 5.1 You will securely affix the applicable AWB to each Shipment.
- 5.2 The AWB is non-negotiable and shall be prima facie evidence of the acceptance of a Shipment and of these GEMGEM Conditions of Carriage and evidence of conclusion of the contract between you and us.
- 5.3 You agree that the AWB shall be prima facie evidence of the weight or volume and dimensions of a Shipment as well as any other particulars of the Shipment stated on the AWB. Information on an AWB shall not constitute evidence against us.
Delivery of Shipments
- 6.1 We are not obliged to deliver any Shipment to the Consignee personally. We may deliver to someone other than the person named the AWB if, exercising our discretion, that person appears to have authority to accept delivery of the Shipment on behalf of the Consignee. Such delivery shall be a valid discharge of Q-Express's obligations under these GEMGEM Conditions of Carriage.
- 6.2 We may use an electronic device to obtain proof of delivery and you agree that you will not object to us relying on a printed copy of the same as evidence merely on the grounds that the information concerned is obtained and stored in electronic form.
Undeliverable Shipments
- 7.1 We may consider a Shipment to be undeliverable (an “Undeliverable Shipment”) if:
  - 7.1.1 the Consignee's address is incomplete, illegible, incorrect or cannot be located;
  - 7.1.2 the Consignee is not present, or fails or refuses to accept delivery or sign or pay for delivery of any Shipment.
  - 7.1.3 the Consignee does not pay any COD specified as required on the AWB in full;
  - 7.1.4 the Shipment would likely cause damage or delay to other shipments, or injury to persons;
  - 7.1.5 the Shipment contains prohibited items;
  - 7.1.6 the Shipment's contents or packaging are damaged to the extent that re-wrapping is not possible; or
  - 7.1.7 the Shipment is detained or otherwise unable to clear free zone or Emirate boundaries.
- 7.2 We shall make reasonable efforts to return any Undeliverable Shipment to your GEMGEM Seller Address. Where return is not practicable, we may dispose of or destroy any Undeliverable Shipment. You agree that title to each such disposed or destroyed Shipment may, at our discretion, transfer to us as necessary for it to dispose of or destroy the Shipment. You agree to pay for any costs or expenses incurred in connection with the return, disposal, or destruction of any Undeliverable Shipment.
COD
- 8.1 Where COD due from the Consignee, we will make reasonable efforts to collect the COD on your behalf.
Inspection
- 9.1 You acknowledge and agree that we retain an express right of inspection in respect of all Shipments and reserve the right to inspect (or allow a third-party to inspect) any Shipment. We may return or dispose of or destroy any Shipment that we determine in our sole discretion creates a safety, health or liability risk to us, our personnel or any third-party. You agree that title to any Shipment to be disposed of or destroyed may, at our discretion, transfer to us as necessary for it to dispose of or destroy the Shipment. You agree to pay for any costs or expenses incurred in connection with the return, disposal, or destruction of any Shipment under this Condition.
- 9.2 We shall not be liable in any circumstances for any delay, loss, damage and/or resultant claims due to seizure or detention of shipments in the course of transit by competent authorities.
Limitation and exclusion of liability
- 10.1 You agree that the limitations on and exclusions of our liability set out in this Condition 10 apply on a per Shipment basis shall apply to our aggregate liability under these GEMGEM Conditions of Carriage and the GEMGEM Service Terms collectively.
- 10.2 Our aggregate liability for any loss or damage to any Shipment under these GEMGEM Conditions of Carriage and the GEMGEM Service Terms collectively shall be non-existent and without regard to the commercial utility or special value to the Consignor.
- 10.3 The declared value of Shipments for carriage cannot exceed the invoice value.
- 10.4 Our acceptance for carriage of any Shipment bearing a declared value in excess of the allowed maximums does not constitute a waiver of any provision of or limits as to such Shipment.
- 10.5 We shall not be responsible for any losses, damages and/or claims on account of delay in pickup, transportation or delivery of any Shipment regardless of cause of such delays.
- 10.6 You will indemnify us for all losses, expenses, and any claims made against us by the Consignee or a third-party, arising where we do not deliver a Shipment because it is an Undeliverable Shipment.
Insurance
- 11.1 You may insure the shipments entrusted to us for carriage at your own cost and expense. In the event of any loss or damage to the shipment in such a scenario, we agree to provide you with a certificate of facts ("COF") upon your written request. You agree and acknowledge that the COF will be issued by us without admission of any claim and that we shall be discharged of all liabilities, if any arising out of the Shipment on acceptance of the COF.
No warranties
- 12.1 Save as expressly set out herein or as required under applicable Laws, we make no warranties, express or implied.
Liabilities not assumed
- 13.1 We shall not be liable for loss of or damage to any Shipment arising from causes beyond its reasonable control including but not limited to:
  - 13.1.1 force majeure or any Act of God;
  - 13.1.2 any consequences of war, armed conflict, invasion, act of foreign enemy, hostilities (whether war or not), civil war, riot, rebellion, insurrection, military or usurped power or confiscation, acts of terrorism, requisition or destruction of or damage to property by or under the order of any government or public or local authority, strike, lock-out;
  - 13.1.2 seizure or forfeiture under legal process;
  - 13.1.4 error, act, default, omission, mis-statement or mis-representation by you, the Consignee or any other party claiming interest in the shipment;
  - 13.1.5 the violation of any of the terms and conditions contained on the AWB or in these GEMGEM Conditions of Carriage, tariff or other terms and conditions applicable to the Shipment;
  - 13.1.6 damage to articles packed and sealed in a Shipment by you, provided that the seal is unbroken at the time of delivery and the Shipment retains its basic integrity;
  - 13.1.7 the erasure of data from or the loss or irretrievability of data stored on magnetic tapes, files or other storage media, or erasure or damage of photographic images or soundtracks from exposed film;
  - 13.1.8 the act, default or omission of any public authority carried out in connection with the entry, exit or transit of any Shipment; or
  - 13.1.9 accidents to vehicles and other conveyances carrying any Shipment.
Miscellaneous
- 14.1 The laws of Australia New South Wales govern these GEMGEM Conditions of Carriage and all of their terms and conditions, without giving effect to any principles of conflicts of laws.
- 14.2 Any dispute, claim, difference or controversy arising out of, relating to or having any connection with these GEMGEM Conditions of Carriage, including any dispute as to their existence, validity, interpretation, performance, breach or termination or the consequences of its nullity and any dispute relating to any non-contractual obligations arising out of or in connection with it, shall be referred to and finally resolved by arbitration. The number of arbitrators shall be one. The seat or legal place of arbitration shall be in Hong Kong. The language used in the arbitral proceedings shall be Cantonese and English. We and you each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, GEMGEM and you each waive any right to a jury trial.
- 14.3 Because we are not your agent, or the Consignee’s agent for any purpose, we will not act as either party's agent in connection with resolving any disputes between participants related to or arising out of any transaction.
- 14.4 You may not assign these GEMGEM Conditions of Carriage, by operation of law or otherwise, without our prior written consent. Subject to that restriction, these GEMGEM Conditions of Carriage will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under these GEMGEM Conditions of Carriage through one or more of our Affiliates. Our failure to enforce your strict performance of any provision of these GEMGEM Conditions of Carriage will not constitute a waiver of our right to enforce such provision or any other provision of these GEMGEM Conditions of Carriage subsequently.
- 14.5 If any provision of these GEMGEM Conditions of Carriage 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.
- 14.6 These GEMGEM Conditions of Carriage 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.

Definitions

As used in these GEMGEM Conditions of Carriage, the following terms have the following meanings:

GEMGEM Customer Address means the address set out on the invoice of Your GEMGEM Products given by the customer as the final destination for the delivery of Your GEMGEM Products.

GEMGEM Excluded Products means any product that is an Excluded Product, or is otherwise prohibited by the applicable Policies (including to the extent that those policies apply only to GEMGEM ).

GEMGEM Products means those of Your Products listed on and which are purchased from or using the GEMGEM Site which you wish to be collected and delivered to the Consignee using the GEMGEM Service.

GEMGEM Seller Address means the designated address that you have provided to GEMGEM for the collection of GEMGEM Products on Seller Central.

GEMGEM Service has the meaning given to the term in the GEMGEM Service Terms.

AWB means the airway bill/ shipping label for a Shipment as provided by GEMGEM.

COD means cash on delivery, means cash on delivery, being a cash payment to be paid by the customer to you to be collected by the Third-party Courier where set out on the AWB.

Consignee means the consignee set out on the relevant AWB.

Shipment means a package of Your Products to be delivered by us using the GEMGEM Service.

TERMS & CONDITIONS OF SALE PRODUCTS

The Seller certifies to GEMGEM that the Seller is the legal and rightful owner of the Property and has full right and authority to convey the same.
1. The Seller must present identification document(s).
2. The Seller declares under penalties of perjury that all statements provided to GEMGEM, herein contained, are true and correct.
3. The Seller’s Information is properly managed in accordance with the Private Information Protection Law. We will not use this information for any other purpose except for those mentioned above.
GEMGEM accepts receipt of the Property described herein, without any guarantees or warranties of any kind, either express or implied.
GEMGEM will not accept any stolen, fraudulently obtained goods or counterfeits. If the item(s) is later found to be any of the above, the customer shall compensate GEMGEM for all losses.
We shall rely upon the experience of the in-house specialists to determine the authenticity and condition of your items. The authentication and inspection procedure shall be conducted using reasonable and acceptable industry standards.
1. The Inspection of the Products shall take place at GEMGEM’s site of choosing. The Seller agrees that due to the nature of certain Products the authentication process may not be possible at the Seller site and require the authentication process to be conducted at a third-party appraisal centre (“Appraisal Centre”). The Seller authorizes GEMGEM to take the Product to Appraisal Centre for conducting Inspection.
2. The price of the Product shall be determined on authentication and shall be communicated to the Seller. GEMGEM and the Seller shall mutually agree on the price (“Listing Price”) of the Product(s).
In the event the specialists disapprove the Product’s authenticity and thereby reject the Product(s) due to this reason:
1. Such rejected Product shall not be listed.
2. Where the rejected Product has been inspected in house or at the Appraisal Centre, the Product shall be returned to the Seller at the sole expense of the Seller.
3. GEMGEM reserves the right to penalise the seller to the extent of 100% of the listed price of the product in such circumstances.
4. The Seller agrees to compensate GEMGEM for any losses incurred due to false declarations.
5. GEMGEM may, at its sole discretion, take penal actions or institute legal proceedings against the Seller in relation to any claim arising out of or in connection with authenticity of the Products.
6. GEMGEM reserves the right to report the Product(s) and Seller to respective brands and law enforcement authorities.
In the rare event that GEMGEM determines the Product to be counterfeit after the sale is concluded, the seller affirmatively agrees to pay back any seller payout for the Product(s), penalty fees as per GEMGEM terms, authentication and shipping fees for return of item
Once the Trade-in Product(s) is placed under consignment, the item will only be returned to the consignor after 60 days from the date of consignment upon request. If unsold no fees will be charged to arrange the return of item(s) to you at the end of the 60-day consignment term. Item(s) requested to be returned before the 60-day consignment term will incur a HKD600 administrative fee.
The consignor hereby declares that any consignments of raw diamonds/fancy colour diamonds/gems/18K platinum/gold are all of natural qualities without any artificial substances. The consignor further agrees to compensate GEMGEM for any losses due to false declarations.
The Seller hereby agrees to:
1. Allow GEMGEM to execute all such means and ways to ease the process of facilitating the transaction between the seller and buyer
2. Authorise GEMGEM to conduct any refurbishments it deems necessary including but not limited to repairs, cleaning and renewal.
3. Accept Cash/Cheque of the item value from GEMGEM at any time in exchange for the ownership of the item.
All offers made and accepted are binding.