Terms & Conditions
This services agreement contains the terms that govern your access to and use of the services and is an agreement between Diamond ICQ Limited (Diamond ICQ) 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.
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 Diamond ICQ’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 Diamond ICQ ("Your Credit Card") as well as valid bank account information for a bank account or bank accounts accepted by Diamond ICQ ("Your Bank Account").
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).
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:
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 Diamond ICQ (including any potential liability of Diamond ICQ to a third party), we may elect to:
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.
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:
Any terms that expressly survive according to the applicable Service Terms will also survive termination.
You grant us a royalty-free, non-exclusive, worldwide right and licence, for the duration of your original and derivative intellectual property rights, to use, any and all of Your Materials for the Services or other Diamond ICQ product or service, and to sublicense the foregoing rights to our Affiliates and operators of Diamond ICQ 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 Diamond ICQ Site or Service); provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a licence from you or your Affiliates under applicable Law (e.g. referential use under trademark law, or valid licence from a third party).
Each party represents and warrants that:
You will defend, indemnify and hold harmless us, our Affiliates, and our and their respective officers, directors, employees, and agents (the "Diamond ICQ 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:
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.
to the maximum extent permitted by law you acknowledge and agree that:
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.
to the maximum extent permitted by law and subject to section 7.2, Diamond ICQ 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 Diamond ICQ party has been advised of the possibility of those costs or damages:
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 Diamond ICQ in connection with the particular service giving rise to the claim.
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 Diamond ICQ 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 Diamond ICQ expressly agrees to receive taxes or other transaction-based charges in connection with tax calculation services made available by Diamond ICQ and used by you. You agree to and will comply with all Tax Policies. Unless otherwise stated, all fees payable by you to Diamond ICQ under this Agreement or the applicable Service Terms are exclusive of any applicable taxes, and you will be responsible for paying Diamond ICQ any of Your Taxes imposed on such fees. All payments made by you to Diamond ICQ 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 Diamond ICQ 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:
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.
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 Diamond ICQ 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 Diamond ICQ and you.
Without limiting any rights an Diamond ICQ Affiliate may have (at Law or otherwise) under or in respect of this Agreement, the Diamond ICQ 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 Diamond ICQ Affiliate, subsisted in or were suffered by the Diamond ICQ Contracting Party.
13.3 Third Parties:
14. Suggestions and Other Information
If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to any Diamond ICQ Site or Service (including any related Technology), you will in providing that material to us, to the extent necessary and authorized by law, irrevocably grant to us, a royalty-free and worldwide license on all right, title, and interest in and to the suggestions for the duration of protection of the underlying rights. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content. 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.
We will provide at least 15 days advance notice in accordance with Section 18.6 for changes to the Agreement.
However, we may change or modify this Agreement at any time with immediate effect:
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.
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 Diamond ICQ, 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.
18.1 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.
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 Diamond ICQ, 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:
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.
Because Diamond ICQ 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, Diamond ICQ 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.
Diamond ICQ 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.
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 Diamond ICQ 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 Diamond ICQ. 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 Diamond ICQ to our Merchant Services Team by using the contact us form available on our website or by emailing us.
18.7 Entire Agreement:
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.
We may make available translations to this Agreement and the applicable Service Terms and Program Policies, but the English version will control.
19. Diamond ICQ Advertising Service Terms
The Diamond ICQ Advertising Agreement applies to your use of the Ad Services (as defined in the Diamond ICQ Advertising Agreement).
By registering for or using Ad Services, you accept the Diamond ICQ Advertising Agreement, which may be updated from time to time by Diamond ICQ in accordance with its terms. The Diamond ICQ Advertising Agreement is available on our website. In the event of any conflict between the General Terms or Program Policies and the Diamond ICQ Advertising Agreement with respect to Ad Services, the Diamond ICQ Advertising Agreement will prevail to the extent of the conflict. If the Diamond ICQ 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.
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.
Diamond ICQ Associated Properties - means any website or other online point of presence, mobile application, service or feature, other than an Diamond ICQ Site, through which any Diamond ICQ Site, or products or services available on any of them, are syndicated, offered, merchandised, advertised, or described.
Diamond ICQ Contracting Party - means the party outlined below.
|Service||Diamond ICQ Contracting Party|
|Selling on Diamond ICQ||Diamond ICQ Limited|
|Fulfilment by Diamond ICQ||Diamond ICQ Limited|
|Payment Collection Service||Diamond ICQ Limited|
|Selling Partner APIs||Diamond ICQ Limited|
|Other Services||Diamond ICQ Limited|
Diamond ICQ Site - means, as applicable, the website the primary home page of which is identified by the URL www.DiamondICQ.com, and any successor or replacement of such website.
Confidential Information - means information relating to us, to the Services or Diamond ICQ customers that is not known to the general public including, but not limited to:
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 Diamond ICQ 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 Diamond ICQ 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 Diamond ICQ to you, for your use in managing your orders, inventory, and presence on the Diamond ICQ Site or any other online point of presence, currently located at www.Diamond ICQ.com, and includes any successor or replacement of website.
Service - means each of the following services: Selling on Diamond ICQ, Fulfilment by Diamond ICQ, the Selling Partner APIs, the Payment Collection Services and Diamond ICQ Advertising, together in each case with any related services and materials we make available including any programs described in the Program Policies on the Diamond ICQ 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 Diamond ICQ 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 Diamond ICQ Service; or
have fulfilled or otherwise processed through the Fulfilment by Diamond ICQ 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 Diamond ICQ 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 Diamond ICQ, shipping, gift wrapping, or other actions by Diamond ICQ in relation to Your Products pursuant to the Fulfilment by Diamond ICQ 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 Diamond ICQ Site.
Selling on Diamond ICQ Service Terms
The Selling on Diamond ICQ Service ("Selling on Diamond ICQ") is a Service that allows you to offer certain products and services directly on the Diamond ICQ Site.
These Selling on Diamond ICQ Service Terms are part of the Agreement, but, unless specifically provided otherwise, concern and apply only to your participation in Selling on Diamond ICQ.
BY REGISTERING FOR OR USING THE SELLING ON DIAMOND ICQ SERVICE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE AGREEMENT, INCLUDING THESE SELLING ON DIAMOND ICQ 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 Diamond ICQ 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 Diamond ICQ 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 Diamond ICQ Site, or provide any URL Marks for use, or request that any URL Marks be used, on the Diamond ICQ Site.
S-1.2 Product Listing; Merchandising; Order Processing.
We will enable you to list Your Products on the Diamond ICQ Site, and conduct merchandising and promote Your Products in accordance with the Agreement (including via the Diamond ICQ Associated Properties or any other functions, features, advertising, or programs on or in connection with the Diamond ICQ Site). We may use mechanisms that rate, or allow shoppers to rate, Your Products and your performance as a seller and Diamond ICQ may make these ratings and feedback publicly available. We will provide Order Information to you for each order of Your Products through the Diamond ICQ 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 Diamond ICQ Service Terms.
S-1.3 Shipping and Handling Charges.
For Your Products ordered by customers on or through a Diamond ICQ 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.
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 Diamond ICQ 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 Diamond ICQ Site or Service is unavailable following the commencement of a transaction. You will route any payments to customers in connection with Your Transactions through Diamond ICQ 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 Diamond ICQ 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:
You will pay us:
"Selling on Diamond ICQ Subscription Fee" means the fee specified as such on the Selling on Diamond ICQ for the Diamond ICQ Site at the time such fee is payable. With respect to each of Your Transactions:
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:
S-6 Diamond ICQ’s Websites and Services.
Diamond ICQ has the right to determine, the design, content, functionality, availability and appropriateness of its websites, selection, and any product or listing in the Diamond ICQ Stores, and all aspects of each Selling Service, including your use of the same. Diamond ICQ may assign any of these rights or delegate any of its responsibilities.
Selling on Diamond ICQ Definitions
Diamond ICQ-Fulfilled Products means any of Your Products that are fulfilled using the Fulfilment by Diamond ICQ Service.
Diamond ICQ Refund Policies means the return and refund policies published on the Diamond ICQ Site and applicable to products and services offered via that Diamond ICQ Site.
Expected Ship Date means, with respect to any of Your Products, either:
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):
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 Diamond ICQ Service Terms, it means any and all such transactions through Selling on Diamond ICQ 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 Diamond ICQ to:
Subject to Section 2 of the General Terms of this Agreement, Diamond ICQ will remit funds to you in accordance with Section S-5 of this Agreement and these Payment Collection Service Terms. Diamond ICQ's obligation to remit funds collected by it on your behalf is limited to funds that have actually been received by Diamond ICQ less amounts owed to Diamond ICQ, and is subject to any withholding, deduction chargeback, reversal or claim made under or in relation to this Agreement. Without limiting Diamond ICQ's rights to collect any amounts you owe, Diamond ICQ'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 Diamond ICQ (a "Seller Account") and will represent an unsecured claim against Diamond ICQ (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, Diamond ICQ 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, Diamond ICQ 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.
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 months 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.
By shipping items to Diamond ICQ, you agree to be bound by the following terms below.
Diamond ICQ may change our terms and conditions from time to time, in which case, other conditions may apply.
Unless defined in these Terms, all capitalized terms are as defined. As used in these Service Terms, "we," "us," and "Diamond ICQ" means DiamondICQ.com (as the applicable Diamond ICQ Contracting Party) and any of its applicable Affiliates and "you" means the applicant (if registering for or using Diamond ICQ as an individual), or the business the applicant is employed by or represents (if registering for or using Diamond ICQ as a business) and any of its Affiliates.
Diamond ICQ 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 Diamond ICQ 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.
DIAMOND ICQ SHIPPING TERMS
As used in the Diamond ICQ 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.
Diamond ICQ Customer Address means the address set out on the invoice of Your Diamond ICQ Products given by the customer as the final destination for the delivery of Your Products.
Diamond ICQ Excluded Products means any product that is an Excluded Product, or is otherwise prohibited (including to the extent that those policies apply only to Diamond ICQ).
Diamond ICQ Products and Your Products means those of Your Products listed on and which are purchased from or using the Diamond ICQ Site which you wish to be collected and delivered to the customer using the Diamond ICQ Service.
Diamond ICQ Seller Address means the designated address that you have provided to Diamond ICQ for the collection of Diamond ICQ Products on your dashboard.
Diamond ICQ 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 Diamond ICQ 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 Diamond ICQ Services.
Eligible Orders means those orders that are placed after the Effective Date and are fulfilled by the Seller using the Services facilitated by Diamond ICQ.
Diamond ICQ 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 Diamond ICQ Conditions of Carriage and as consideration for your compliance with the Diamond ICQ Service Terms.
These Diamond ICQ 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 Diamond ICQ Conditions of Carriage. We reserve the right to unilaterally modify, revise, amend, change or supplement these Diamond ICQ Conditions of Carriage without any prior notice.
As used in these Diamond ICQ Conditions of Carriage, "we," and "us," means Diamond ICQ and any of its applicable Affiliates and "you" and “Consigner” means the applicant (if entering into these Diamond ICQ Conditions of Carriage as an individual) or the business the applicant is employed by or represents (if entering into these Diamond ICQ Conditions of Carriage as a business) and any of its Affiliates.
In the event there is a conflict between these Diamond ICQ Conditions of Carriage and the provisions of any other document executed between the parties, these Diamond ICQ Conditions of Carriage prevail. Unless defined in these Diamond ICQ Conditions of Carriage, all capitalized terms are as defined in the User Agreement between you and Diamond ICQ.
As used in these Diamond ICQ Conditions of Carriage, the following terms have the following meanings:
Diamond ICQ Customer Address means the address set out on the invoice of Your Diamond ICQ Products given by the customer as the final destination for the delivery of Your Diamond ICQ Products.
Diamond ICQ 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 Diamond ICQ ).
Diamond ICQ Products means those of Your Products listed on and which are purchased from or using the Diamond ICQ Site which you wish to be collected and delivered to the Consignee using the Diamond ICQ Service.
Diamond ICQ Seller Address means the designated address that you have provided to Diamond ICQ for the collection of Diamond ICQ Products on Seller Central.
Diamond ICQ Service has the meaning given to the term in the Diamond ICQ Service Terms.
AWB means the airway bill/ shipping label for a Shipment as provided by Diamond ICQ.
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 Diamond ICQ Service.
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