Logbooked Commerce Product Merchant Agreement
The following terms ("Program Terms") apply when you use any service (each a "Merchant Commerce Feature") that we make available for you to display, facilitate the sale, lease or rental of, and/or sell, lease or rent goods or services to users (each a "User") of Logbooked Products.
We may display product or service listings that you create ("Product Listings") on the Logbooked Products. If you implement or have previously implemented any Logbooked Tools (as defined in our Logbooked Business Tools Terms), you acknowledge that these Program Terms apply in connection with the Merchant Commerce Features, including for optimisation on Merchant Commerce Features such as Logbooked's Marketplace feature.
Your Product Listings must comply with our Commerce Policies and applicable law. You must not use the Merchant Commerce Features in connection with any Product Listings directed or fulfilled for activities, individuals or entities that are located in a country or region that is subject to comprehensive US sanctions law or that would otherwise breach applicable US or non-US trade sanctions laws.
You are solely responsible for the contents of your Product Listings (including description, price, fees, tax that you calculate, any required legal disclosures and any offers or promotional content).
You are responsible for displaying any sales, privacy or other terms that you want to apply to your interactions with Users. Any such terms do not bind us and must not conflict with the Programme Terms and our other applicable terms and policies.
You grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide licence to host, use, distribute, modify, run, copy, publicly perform or display, translate and create derivative works of any data, content and other information provided by you or accessed by us in connection with the Merchant Commerce Features (collectively, "Product Content"), including photos, videos and Product Listing content, in connection with the Logbooked Products.
Any tools that we provide in connection with Merchant Commerce Features, including tools to allow you to view information about past transactions or to calculate default delivery rate, tax rate or other data are provided as a convenience only, and you use them at your sole discretion and risk. We may also offer to fund promotions, discounts and other incentives ("Funded Incentives") directly to Users to encourage engagement with Product Listings, and any refunds on transactions involving Funded Incentives will be allocated between the User and us on a pro-rata basis. You acknowledge that our utilisation of Funded Incentives does not alter your obligations under these Programme Terms.
The following terms also apply to any tool we provide that allows you to calculate tax rates ("Tax Calculation Tool"):
- We provide no representation, warranty, guarantee or advice, and we disclaim any responsibility to verify the following:
- the accuracy of the tax rules or methodology in the Tax Calculation Tool,
- the application of taxes to your products or of the tax jurisdiction assignment functionality tax rates of applicable taxes, including but not limited to sales and use tax, goods and services tax (GST), value-added tax (VAT) and other applicable taxes ("Applicable Taxes"), and
- whether or not the amounts that we collect on your behalf satisfy your obligations to collect Applicable Taxes. You are responsible for reviewing and determining the correct calculation settings, including your obligation to collect Applicable Taxes, tax nexus, product tax code assignments and all related information for your products. The calculation of Applicable Taxes is based on your calculation settings and information that you provide to Logbooked for the jurisdiction(s) where you have an obligation to calculate, collect and remit Applicable Taxes.
- Except for sales dispatched or delivered to jurisdictions where we are required to collect and remit Applicable Taxes on your behalf ("Marketplace Facilitator Jurisdictions"), any amounts collected and remitted using the Tax Calculation Tool will be remitted to you.
- The Tax Calculation Tool is limited to the calculation of Applicable Taxes and does not calculate or collect any product-based excise taxes or any fees or surcharges. The Tax Calculation Tool calculates tax based on the entire amount of the transaction (including sale price, delivery fees and any other charges subject to tax).
- You must maintain documentation of all relevant tax information, including records of paying all taxes to the appropriate tax authorities. You represent that the tax registration number and all other information that you provide to us are accurate and current, and you will immediately update any such information in case of changes. We reserve the right to confirm the validity of your seller account information (including your tax registration number) and request additional information from you or government authorities as permitted by law. You agree to provide information to us upon request in the time prescribed.
- Except as otherwise provided for in these Programme Terms, you agree that we are not obliged to determine whether taxes apply, and we are not responsible for collecting, reporting or remitting any taxes arising from any transaction. If a taxation authority requires us to pay any of your taxes, you will promptly reimburse us for the amounts paid on your behalf or resulting from your sales in the jurisdiction.
We are not responsible for managing, paying for or fulfilling any sales that result from your Product Listings.
You may only use Service Providers in connection with the Merchant Commerce Features if they act on your behalf and are bound by an agreement to protect Transaction Data at least as much as is required under these Programme Terms. A breach of these Programme Terms by any of your Service Providers will be deemed a breach by you. "Service Providers" means anyone who directly or indirectly provides services to you or to third parties on your behalf.
You may only use any User's data, content or other information that you receive from Logbooked in connection with your use of the Merchant Commerce Features ("Transaction Data") as follows:
- in accordance with our terms and policies, including, as applicable, our Pages Terms and our Logbooked Platform Policies),
- to support the transaction(s) arising from the User's use of the Merchant Commerce Features and
- in accordance with any other consent that you have received from the User. If the consent that you have received from a User conflicts with the Programme Terms, then the Programme Terms will control. Subject to Section 8, you may not share Transaction Data with anyone except Service Providers, or as required to comply with applicable law. Transaction Data includes data received through any Merchant Commerce Features that we may at our discretion provide to facilitate your communication with Users ("Communication Tools").
Notwithstanding section 9, you may not use Transaction Data for marketing purposes, including for building user profiles, unless either
- the applicable User has provided prior express consent using a feature that we may at our discretion make available for Users to provide such consent, or
- you have received the same data from the User independently of the Merchant Commerce Features and obtained the User's consent to use it for marketing purposes. You may not, in any circumstances, use the Communication Tools for marketing purposes.
The following terms apply if you use a Merchant Commerce Feature that allows Users to initiate payments to you:
- You must comply with our technical documentation with respect to any such Merchant Commerce Feature.
- Your payments will be processed by a third-party payment processor with whom you have a direct relationship, in accordance with their terms of service, and not by us.
- You are solely responsible for determining, collecting, withholding, reporting and remitting Applicable Taxes, duties, fees, surcharges and additional charges for sales that result from your Product Listings. For sales dispatched or delivered to Marketplace Facilitator Jurisdictions where we are required to collect and remit Applicable Taxes on your behalf, we will automatically calculate, collect and remit Applicable Taxes to the Marketplace Facilitator Jurisdictions on your behalf in accordance with applicable law. Except as provided for in Section 12 below, any fees, commissions or other amounts payable to us are exclusive of any Applicable Taxes, and to the extent that taxes are required to be collected or withheld, you will pay such taxes in addition to the amounts otherwise payable. You are also solely responsible for all Applicable Taxes on any payments to you in connection with incentive programmes offered by us.
- If you have opened an account with a payment processor via a Logbooked Product or linked your existing payment processor account to a Logbooked Product:
- Except as expressly provided for in the Merchant Policies, you are solely liable for any refunds issued on your behalf and any chargebacks in connection with the Merchant Commerce Features. You authorise us to access, use and interact with your payment processor about the Merchant Commerce Features on your behalf, including with respect to authorisations, captures, refunds, cancellations and the execution and monitoring of activity related to the Merchant Commerce Features. You also authorise us to receive data from your payment processor to allow us to determine chargeback rates and refund rates for all of your transactions.
- Any transaction may be refunded or cancelled if we believe that it breaches these Programme Terms, the Purchase Protection Policy, the Merchant Policies or our Terms of Service ("Terms"), or if we believe that cancellation may prevent financial loss. Other actions that may be taken on your account include, as permitted by applicable law: placing a delay on a payment for a period of time, limiting payment methods for a transaction, limiting your ability to make a sale or deactivating your account.
- If you have not opened an account with a payment processor via a Logbooked Product or linked your existing payment processor account to a Logbooked Product:
- You may receive tokenised payment credentials for each transaction. You may only use those tokenised payment credentials for the transaction for which you received them.
- For transactions completed with these tokenised payment credentials, the consumer maintains all rights under applicable law and network rules with respect to chargebacks and other disputes related to those transactions. In the event of a dispute,
- our token solution provider ("TSP") has the right to initiate a chargeback and
- you have the same rights and responsibilities with respect to a chargeback initiated by the TSP as you would with respect to any other chargeback.
The Merchant Commerce Features are part of the "Logbooked Products" under the terms, and the Terms continue to apply to your use of the Merchant Commerce Features. Without limiting the foregoing, you agree that the provisions in the section titled "Disputes" in the Terms apply to these Programme Terms, your use of the Merchant Commerce Features and your interaction with users of the Logbooked Products. To the extent that you use other Logbooked Products, these Programme Terms are part of any terms that apply to your use of those Logbooked Products, and those other terms continue to apply. In the event of a conflict between these Programme Terms and any other terms, the Programme Terms shall govern solely with respect to your use of the Merchant Commerce Features to the extent of the conflict. We may change or update these Programme Terms at any time without notice as we deem necessary to the full extent permitted by law, and your continued use of the Merchant Commerce Features constitutes acceptance of those changes. These Programme Terms will be terminated in the event of any termination of the Terms.