Buyaa Merchant Service Agreement
I. Parties and Validity of Agreement
This Agreement is entered into between the operator of Buyaa Platform (Party A) and the admitted merchants (Party B). When Party B clicks "I have read and agree, start onboarding" on the APP, it means Party B voluntarily, truthfully and fully accepts all clauses hereof, and agrees to all management rules, charging standards and penalty policies published by the Platform. This Agreement shall take effect immediately upon confirmation and be legally binding on both parties.
II. Platform Service Scope
1. Party A operates the Buyaa information display platform and provides Party B with store homepage setup, product/service information release, information retrieval and display, as well as online chat channels connecting buyers and merchants. The Platform merely serves as an information display medium.
2. The Platform does not support online transactions, including online order placement, online payment, online order management, collection of payment on behalf of merchants, fund settlement and logistics fulfillment. All price negotiations, payments, goods handovers and after-sales services shall be completed offline between consumers and Party B. The Platform will not participate in any actual sales activities and shall not guarantee or be liable for any offline transactions.
3. Party B acknowledges that all product photos and graphic materials uploaded by Party B upon listing products are automatically granted a perpetual, non-exclusive, royalty-free license to Party A. Party A may use such images for platform promotion, homepage display, social media marketing and merchant product publicity without obtaining additional consent from Party B or paying any image licensing fees. Party B warrants that it holds complete and legal copyrights for all uploaded images. If any third-party claims or disputes arise out of copyright infringement, all liabilities and compensation shall be borne solely by Party B. This image licensing clause shall remain effective regardless of store cancellation or termination of this Agreement.
4. Party A reserves the right to formulate and revise platform category specifications, information release rules, onboarding fee standards, advertising rates and penalty mechanisms. Revised rules shall take effect upon publication in the merchant backend.
5. Party A has the authority to review all information released by Party B. It may remove, block or restrict exposure of non-compliant content, and issue warnings, suspend product release permissions, temporarily hide store pages or permanently ban merchant accounts.
III. Merchant Qualification Undertakings
1. Party B warrants that it is a legally operating entity holding all government permits and licenses required for its corresponding products and services.
2. All identity documents, business licenses and qualification certificates submitted by Party B are authentic, complete and valid without forgery or alteration.
3. Party B guarantees that all products and services published comply with the laws and regulations of the Republic of Djibouti. It is prohibited to publish contraband, controlled goods, counterfeit and shoddy products or items infringing third-party intellectual property rights.
4. If Party B submits fake qualifications or releases illegal or non-compliant content, Party A reserves the right to directly close the store and terminate services. All administrative, civil and criminal liabilities arising therefrom shall be borne exclusively by Party B.
IV. Standards for Information Release and Business Operations
Party B undertakes to comply with the following provisions:
1. All product titles, descriptions, prices, images, business addresses and contact information published on the Platform shall be true and objective. False promotion, exaggerated descriptions and misleading the public are strictly forbidden.
2. Party B shall not upload images or copywriting that infringe third-party copyrights.
3. The Platform only provides a messaging channel. All communications, negotiations and transactions between Party B and consumers are conducted offline on a voluntary basis. Party B shall bear full responsibility for the quality and after-sales service of goods sold offline. The Platform shall not bear any legal liability for the quality of goods sold offline by Party B.
4. Party B is prohibited from publishing fraudulent information, inducing fraud, or posting fake store addresses or contact numbers.
5. Party B shall not make any promises or guarantees to consumers in the name of the Buyaa Platform.
6. Party B shall not send mass spam advertisements or harassing messages via the Platform’s messaging system.
V. Fee Terms
1. Party B shall pay the onboarding service fee in accordance with the standards published by the Platform to obtain access to store information release functions. Normal use of merchant services is only available after full payment of the onboarding fee.
2. Advertising promotion is an optional value-added service. If Party B purchases advertising services, it shall pay advertising fees at the published rates.
3. Refund policies for all paid onboarding fees and advertising fees shall be subject to official notifications released by the Platform after payment.
4. All taxes incurred from Party B’s business operations shall be declared and paid by Party B itself to the competent tax authorities of the Republic of Djibouti.
5. The Platform shall not charge any transaction commission based on offline turnover. The Platform cannot track offline transaction volumes and shall not confirm any actual offline transaction amounts.
VI. Penalty Mechanism for Violations
Party B acknowledges that if Party B breaches this Agreement or any published platform rules, Party A may independently judge the violation and impose one or more of the following sanctions:
• Remove single product listings, block content or reduce exposure;
• Issue a written warning to the merchant;
• Restrict permissions to publish new products;
• Temporarily suspend store display;
• Permanently close the store and blacklist the entity from future re-onboarding;
• Recover all losses suffered by the Platform from third-party claims or administrative penalties caused by Party B’s misconduct.
VII. Intellectual Property and Data Provisions
1. All intellectual property rights to the Buyaa trademark, logo, APP software, system and interface design belong exclusively to Party A.
2. All platform access data and user behavior data collected by the Platform are the property of Party A.
3. Party B is only granted the right to release store information. Transferring, leasing or selling merchant accounts to any third party is forbidden.
VIII. Confidentiality Obligations
Party B shall keep confidential internal platform information including charging policies and backend operational rules and shall not disclose or disseminate such information to external parties. This confidentiality obligation survives the termination of this Agreement.
IX. Term and Termination of Agreement
1. This Agreement shall take effect on the date Party B clicks to agree to onboarding. The service term is determined by the valid onboarding cycle purchased by Party B.
2. This Agreement shall terminate under the following circumstances: Party B voluntarily submits a store cancellation application; Party A permanently bans the store due to violations; Party B fails to renew fees upon expiry of the onboarding service term.
3. Upon termination of this Agreement, clauses concerning image licensing, confidentiality obligations and liability for breach of contract shall remain legally valid.
X. Disclaimer
1. Party A only provides online information display services and shall not participate in, control or guarantee any offline transactions between Party B and consumers. All quality disputes, payment conflicts, personal injury or property losses arising from offline sales shall be resolved through consultation or local judicial proceedings between the transaction parties. Party A shall not be liable for any compensation.
2. The Platform does not guarantee customer leads or offline sales conversions and makes no commitment regarding business performance.
3. If platform services are temporarily interrupted due to network failures, communication outages, government regulatory measures or force majeure, Party A shall restore services within reasonable limits and shall not pay compensation to Party B.
XI. Governing Law and Dispute Resolution
1. This Agreement is governed by the laws of the Republic of Djibouti.
2. Any disputes arising hereunder shall first be resolved through friendly negotiation. If negotiation fails, disputes shall be exclusively submitted to the Commercial Court of Djibouti for resolution.
XII. Confirmation Clause
By clicking "I have read and agree", Party B confirms the following: I have fully read and understood all clauses of this Agreement; I clearly acknowledge that Buyaa is merely an information display platform with no online transaction functions, and all actual sales transactions take place offline voluntarily; I voluntarily accept all platform rules and shall bear all operational risks and legal liabilities arising from my business activities, without any duress or material misunderstanding.