Seller Terms and Conditions

Please read this agreement carefully, as it affects your rights and responsibilities under applicable law. By signing this agreement, you acknowledge that you have reviewed it and accepted it in full. If you do not accept the agreement in full or if the authorized signatory lacks the necessary authority to bind you, you must not accept the agreement. You and the authorized signatory must immediately refrain from using the website and its services entirely.

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Definitions

The terms written in capital letters have the following meanings unless otherwise specified in the agreement:

  1. "Subsidiaries" means, with respect to any entity—any other entity that is directly or indirectly controlled by that entity or that controls it, or is under joint control with it.

  2. "Authorized Signatory" means—the individual designated by the seller to be their representative on the FLOCALLY platform, legally binding the seller to accept the agreement on their behalf. This individual is either: (1) listed in the seller's commercial license or an equivalent license, or (2) authorized by the seller through a power of attorney or decision, or any other form of valid authorization.

  3. "Applicable Laws" means—the provisions of the laws, regulations, announcements, rules, bylaws, statements, certificates, judgments, decisions, decrees, or orders issued by any government authority in the region.

  4. "Confidential Information" means—information related to us and to services and customers that is not known to the general public, including any information that identifies or distinguishes some customers or reports, opinions, business secrets, procedures, operations, working methods, devices, products, sales, shipments, purchases, transfers, customer identification, inventory, income, profit, losses, expenses, and other information regarding services and related data, excluding data arising from the sale of products that include the sold products, prices, sales, quantities, transaction times, and technical or operational specifications related to services. For purposes of the agreement, customer data is always considered confidential.

  5. "Counterfeit Products" means—products that consist of imitations or contain descriptions designed and/or produced and/or sold by an unauthorized manufacturer, including copies, images, or unauthorized alternatives.

  6. "Customer" means—the end user of the related products and services.

  7. "Defective Product" means—products that are defective, incomplete, damaged, counterfeit, expired, or unfit for their intended purpose or any other product that fails to meet standards, lacks compliance, or is harmful.

  8. "Effective Date" means—the date on which the seller accepts the agreement on the electronic platform.

  9. "Fees" means—all fees and amounts owed to us by you under the agreement, including any implied fees, shipping fees, penalty fees for holding goods, and fees for any other service provided.

  10. "Intellectual Property" means—any patent, copyright, trademark, domain name, literary rights, business secrets, or any other intellectual property rights arising under the applicable laws, including all related registration rights and renewals.

  11. "Legal Documents" means—collectively, (1) terms of use, (2) sales terms, and (3) privacy policy available on the website as may be amended or changed from time to time.

  12. "Work Attachments" means—include: (1) the full commercial name, registered business address, contact information, such as the email address of the authorized signatory, business address, phone number, (2) a valid commercial license or equivalent license to sell products in the region, (3) VAT registration certificate (if applicable), and (4) tax registration certificate.

Interpretation

(A) References to provisions refer to the provisions of the agreement. Any reference to a legislative text or legal provision is a reference to it as amended and restated. Any reference to a legislative text or legal provision includes any secondary legislation issued under that legislation or legal provision.

(B) Any words that follow words like "includes" or "including" or "specifically" or similar expressions are interpreted without limitation, and are not restricted by the meaning of the preceding words.

(C) Any reference to a typographical or clerical error includes fax, registered mail, and electronic mail.

 

Eligibility and Registration

2.1 Use of the services is limited to: (A) parties legally able to enter into binding contracts and legally execute them under the applicable laws, (B) legally registered entities within the jurisdiction with the relevant licenses for the purposes of the agreement, (C) legal entities holding the relevant licenses and permits for the purposes of the agreement—if registered outside the jurisdiction—and have completed their registration for VAT purposes, and (D) any other person granted exceptions or approvals at our discretion.

2.2 You must provide us with the relevant supporting documents as part of the registration process for the seller’s account. You must provide us with supporting documents as requested, in addition to any other required information, to enable us to complete the registration of the seller’s account and provide the services. Any personal data you submit will be handled in accordance with our privacy policy.

2.3 You acknowledge that we retain the right to delay or suspend the activation of the seller’s account or stop it for reasons including: (1) failure to meet verification requirements either fully or partially as set forth in section 2.1, (2) reasonable suspicion that the supporting documents submitted for the work agreement are false, incomplete, inaccurate, or expired, or (3) if you are managing activities not aligned with those specified in your commercial license or for any other reason we deem appropriate.

2.4 You acknowledge that we reserve the right to suspend or delay the activation of your seller’s account or its deactivation for reasons that include: 1) failure to fully comply with the verification requirements, 2) submission of false, incomplete, or expired documents, or 3) managing activities that contradict those listed in your commercial license or any other reason we deem necessary.

 

Services

We provide services to you as a seller, which allow you to showcase your products to registered customers on the electronic platform. According to the business model, the services we offer may include those provided by us, our partners, or third parties and may involve: (1) access to the electronic platform, (2) handling and processing customer orders (such as communication with the customer regarding the purchase process, collecting payment from the customer, and organizing the delivery process), (3) shipping the product from your warehouse to the customer, (4) collecting financial payments and processing financial transactions, (5) customer support services, and (6) advertising services.

3.2 We reserve the right to determine the nature of the content, external design, layout, functions, and all other aspects related to the platform and services, including the right to redesign, modify, remove, or change content, external appearance, design, functions, and all other aspects of the electronic platform and services, as well as delay, stop, or refuse to include any products at our discretion. We also reserve the right to suspend or block your seller account or transactions without prior notice, if necessary, for legal reasons or to ensure compliance with the agreement.

3.3 We do not control the content of third-party websites linked to the electronic platform, nor do we take responsibility for their operation or performance. Including any links to these third-party websites does not imply our endorsement of them.

3.4 We monitor your performance using basic measurement tools, including: (a) returns, (b) cancellations, (c) negative reviews of your products from final customers, (d) order fulfillment speed, (e) legally non-compliant products, and (f) sales performance. If performance does not meet the required standards, we may issue warnings and reserve the right to suspend or block your seller account without notice or liability. Additionally, we reserve the right to impose additional fees and/or penalties as we deem appropriate, including promotional fees.

Your Obligations

You agree to comply with the following obligations:

  1. Provide accurate product information and content, including descriptions, images, specifications, etc.
  2. Update any product information promptly on the electronic platform to ensure accuracy at all times.
  3. Deliver the products in compliance with packaging, labeling, and other requirements, and ensure they are delivered in good condition.
  4. Fill out product information and ship securely, ensuring no damage to the product quality.
  5. Obtain all necessary permits, approvals, and authorizations for product delivery.
  6. Organize the delivery process for products and manage any return, exchange, or refund requests during the quality review stage.
  7. Accept any returned product without objection if the return is justified by FLOCALLY or the customer.
  8. Update product prices to reflect any applicable taxes.
  9. Replace or exchange any returned products from customers.
  10. Assume responsibility for any general or specific product recall requests and/or safety warnings related to the products. Notify us immediately about any potential recall requests or safety warnings.

4.2 You understand that once you accept an order, you cannot cancel it for any reason, including product unavailability or pricing errors on your part. You acknowledge responsibility for any costs or expenses arising from the cancellation of an order.

Duration and Termination

  • 6.1 The agreement begins on the effective date and continues until terminated by either party as specified below.

  • 6.2 We may immediately cease your use of any services or terminate them if we decide: (1) You have committed a material breach of the agreement and have not addressed it within 5 days of being notified for resolution; (2) Your account has been used for suspicious, fraudulent, or illegal activity, or if our terms indicate the likelihood of such activities; or (3) Your use of the services has caused harm to other sellers, clients, or our legal relations, or if our terms indicate the likelihood of such harm.

  • 6.3 All rights and obligations related to the agreement terminate immediately upon its termination, except for the following: (1) You remain responsible for fulfilling any obligations related to transactions entered into before the termination, and any obligations due prior to termination or as a result thereof.

  • 6.4 Upon termination of your services, your account will be immediately canceled. This cancellation does not waive our rights to collect any outstanding debts or amounts owed to us, and we retain the right to claim them.

Intellectual Property

  • We are granted an exclusive, royalty-free, worldwide license to use all your materials for the services, including sublicensing the aforementioned rights to our companies, provided that we do not alter any of your trademarks from the form you provided (except for resizing trademarks as necessary for display, as long as the proportional relationship of these trademarks remains unchanged), and comply with your removal requests regarding specific uses of your materials (provided you cannot do so using the standard features available through the website or the applicable service), as long as nothing in the agreement prevents or weakens our right to use your materials without your consent to the extent permitted by law (e.g., fair use under copyright law or reference use under trademark law or a valid license from a third party).

    7.2
    You may not use the name "FLOCALLY" or its trademarks or slogans in any advertisements, promotional campaigns, or materials without the prior written consent of the owning company or permission to use them. Upon obtaining such consent, the name "FLOCALLY" and its trademarks and slogans must be used in full compliance with the terms of the approval and guidance issued by FLOCALLY.

    7.3
    It is declared and confirmed that the products do not infringe on any intellectual property of any third party. In case we are notified by another seller, customer, trademark owner, or any third party or by a court or administrative or governmental order that: (a) the products or part or trademark of the product infringe intellectual property rights of others (whether registered or not), FLOCALLY may remove these products from the website (if deemed appropriate) in its sole discretion, without incurring any costs or liability, or request you to remove these products within a reasonable timeframe by mistake. Any claims by third parties regarding intellectual property infringement arising from the sale of products or use of the products fall solely under your responsibility.

Seller’s Declarations, Warranties, and Commitments

  • 8.1 The seller commits and warrants the following:

    • (1) They are properly organized according to local laws and are in good standing to carry out business activities in the region, holding all necessary registrations and permits.
    • (2) They have the full rights, authority, and capacity to enter into the agreement, execute any actions, grant rights, licenses, and approvals under the agreement.
    • (3) Any information provided by either party or their affiliates is accurate and complete at all times.
    • (4) They comply with all relevant laws in performing their obligations and exercising their rights under the agreement.
    • (5) They comply with all data protection laws in force in the applicable region.
    • (6) Regarding products offered for sale through the website, the seller affirms:
      a. They have clear ownership of the products.
      b. They are either the legal owner or an authorized licensee or approved distributor of their trademark.
      c. The products meet the required quality and safety standards of the region.
    • (7) Unless otherwise stated on the site, all products are new, original, and free from defects, and not labeled or marked incorrectly.
    • (8) The seller is solely responsible for any obligations resulting from the purchase and use of products by users or third parties.
    • (9) The seller has obtained all necessary approvals, authorizations, licenses, and permits to offer the products for sale on the website from all relevant regulatory authorities.
    • (10) The seller commits to providing any necessary after-sales services, including warranty and replacement services.
    • (11) The seller has the authority to grant licenses under the terms of the agreement, and any content provided as part of the services or products...

Combating Counterfeiting

  • 9.1 It is prohibited to list or sell counterfeit products on the electronic platform.

    9.2 You must not offer or sell any products that belong to another person without the right to do so, or that violate or infringe upon the rights of others, including intellectual property rights, privacy rights, publicity rights, or products that promote unauthorized or illegal copies of another individual’s work protected by copyright. This includes but is not limited to infringing patents, trademarks, copyrights, proprietary rights, trade secrets, publicity rights, or privacy rights. Selling counterfeit or stolen goods or engaging in fraudulent activities that breach any applicable law in the region is strictly prohibited.

    9.3 We reserve the right to investigate and determine whether the products sold on the platform are authentic. If we decide, at our sole discretion, that a product is counterfeit, we may impose a fine of up to 100,000 EGP without the need for a court order. This penalty is in addition to any fines imposed by government authorities or agencies.

    9.4 You agree to our right to withhold any amounts due to you as collateral for resolving any issues related to counterfeit products, including internal investigations or settlements of such issues with customers and/or third parties.

Indemnification

  • 10.1 You agree to defend, indemnify, and hold harmless FLOCALLY, including its parent companies, subsidiaries, affiliates, directors, officers, agents, employees, suppliers, contractors, and licensors, from any claim, loss, damage, settlement, cost, expense, or other liability arising out of or related to: (1) your non-compliance with applicable laws, (2) your products, including their offer, sale, use, labeling, packaging, fulfillment, returns, cancellations, or modifications, (3) your materials, and any actual or alleged infringement of any intellectual property of any kind, any personal injury, death, or property damage related to them, (4) taxes, fees, or tax collection, or failure to collect or remit taxes, or non-compliance with tax obligations, (5) product liability for damages arising from your product, or (6) actual or alleged breach of any representation you made.

    10.2 In our opinion, if any claim adversely affects us, we may choose to appoint legal counsel to represent our interests, and you will remain liable for the claims. We may withhold any amounts due to you from us or deduct them from your account or credit card for any expenses we incur regarding these claims.

    10.3 When the core of the claim is a dispute between you and the client but FLOCALLY is incorrectly named as the defendant in the dispute, you agree to provide all assistance to FLOCALLY to have it removed as the defendant in this claim.

    10.4 The provision of notice regarding the claim does not relieve you of any liability you may have to us.

Confidentiality and Personal Data

  • 11.1 You may receive confidential information while using the services. You agree that during the term of this Agreement and for years after its termination: (1) all confidential information remains our exclusive property except for personal client data owned by the relevant client, and (2) confidential information will only be used as reasonably necessary to participate in the services, (3) confidential information will not be disclosed to any other person except as required by law, (4) you will take all reasonable steps to protect the confidential information from any unauthorized use or disclosure as expressly allowed in this Agreement, and (5) you will retain confidential information only as long as necessary to participate in the services or to meet legal obligations (such as taxes), and in all cases, this information will be deleted when the service ends or when it is no longer needed to meet legal obligations.

Amendments and Changes

  • We reserve the right to change any of the terms of this agreement, modify, replace, or remove them, or add to them at any time by providing a one-week notice at a minimum.
    12.2 We may change the agreement or modify it at any time with immediate effect:

    1. for legal or regulatory reasons, or to prevent fraud and misuse, or for security reasons;
    2. to change the current features or add additional features to the services (provided that it does not have a significantly adverse effect on your use of the services);
    3. to limit products or activities deemed unsafe, inappropriate, or offensive.
      12.3 Your continued access to the website and/or services and/or platform FLOCALLY after the date of any modification to the agreement constitutes your acceptance of such changes. If you do not agree with any modifications or changes to the agreement, you may not use the website and/or services and must terminate the agreement.

Governing Law and Jurisdiction

  • This agreement is governed by the laws of the Arab Republic of Egypt. The parties are subject to the exclusive jurisdiction of the courts of the Arab Republic of Egypt.

General Provisions

  • 14.1 Waiver: If either party fails to enforce any provision of this agreement at any time or for any period, such failure should not be interpreted as a waiver of the right to enforce that provision or option at any other time.
    14.2 Force Majeure: We are not responsible for any delay or failure in performing any of our obligations under this agreement due to circumstances beyond our reasonable control.
    14.3 Assignment: You may not assign your rights or transfer them under this agreement, either in whole or in part, without our prior written consent. We may assign or transfer this agreement or any rights or obligations under it, in whole or in part, without your consent or notice.
    14.4 Relationship Between the Parties: You and we are independent contractors, and nothing in this agreement creates a partnership, joint venture, agency, or employment relationship between us. You do not have authority to make offers or accept proposals on our behalf.
    14.5 Dates: All references to days, dates, months, and years in this agreement are based on the Gregorian calendar.
    14.6 Severability: If any provision of this agreement is found to be unlawful, void, or unenforceable for any reason, that provision shall be deemed severable from the agreement and shall not affect the validity and enforceability of the remaining provisions.