Zenith Exquisite LLC Terms and Conditions for platform transactions by EU/EEA/UK Consumers
Part A: Version updated on 15 June 2022, effective as of 30 June 2022
THANK YOU FOR USING ZENITH EXQUISITE LLC.
THESE TERMS AND CONDITIONS FOR EU/EEA/UK CONSUMERS RELATE TO ZENITH EXQUISITE LLC AND ONLY APPLY TO CONSUMERS FROM THE EUROPEAN UNION/EUROPEAN ECONOMIC AREA AND FROM THE UNITED KINGDOM. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY!
These Terms and Conditions for EU/EEA/UK Consumers (this “Contract”) describe the terms and conditions under which you, as a registered member who is also a consumer in the European Union/European Economic Area or in the United Kingdom, may conclude online transactions with third party sellers that are registered members of our Sites (as this term is defined below)] and supply certain product(s) or service(s) to consumers in the European Union/European Economic Area or in the United Kingdom, under the sale terms and conditions established by each third party seller, through websites, mobile sites, mobile applications and other online transaction portals owned, operated, branded or made available by Zenith Exquisite LLC (as defined below in clause 1.2) from time to time which relate to the Zenith Exquisite LLC e-commerce platform, including but not limited to the web and mobile-optimized versions of the website identified by the uniform resource locator “www.Zenith ExquisiteLLC.com”,
As you are acting as an EU/EEA/UK consumer, please note that to the extent mandatory statutory consumer protection regulations in your country of residence within the EU/EEA/UK contain provisions that are more beneficial for you (such as, as the case may be, withdrawal and conformity guarantee statutory rights), such provisions shall apply. More information on statutory rights for EU consumers can be found at https://sale.Zenith Exquisite LLC.com/__mobile/QnoLFBVfqY.htm.
- Application of this Contract and the Transaction Services
1.1 Acceptance. You agree that by registering, accessing or using our Transaction Services (described in clause 1.5 below), you are agreeing to enter into a legally binding contract with Zenith Exquisite LLC. If you do not agree to this Contract, do not access or otherwise use any of our Transaction Services. If you wish to terminate this Contract, at any time you can do so by closing your account and no longer accessing or using our Transaction Services (as defined in clause 1.5).
1.3 Members Only. When you register and join our Sites, you become a member (“Member(s)”). This Contract applies to you only if you are a Member but it will not affect your agreement with us or our affiliates concerning your membership services of the Sites under the Free Membership Agreement unless it is expressly stipulated in this Contract or in the Free Membership Agreement. If you close your account or your membership is terminated by us pursuant to our rights under the Free Membership Agreement, you will no longer be able to use our Transaction Services. However, if at the time of closing the account or your membership been terminated we identify that you have submitted a valid Online Transaction which has not yet been completed, we will make the proper arrangements for such Online Transaction to be completed or reimbursed, depending on the circumstances of the transaction and the cause for the termination of your membership.
1.4 Entire Agreement. This Contract is the only agreement between us regarding the Transaction Services and supersedes all prior agreements for said Transaction Services. This Contract incorporates by reference the documents, policies and rules listed below, as well as the related terms and agreements that may be provided by us and agreed by you when you engage with a feature of the Transaction Services, which you agree to comply with to the extent that they are applicable:
- Free Membership Agreement
- Intellectual Property Rights (IPR) Protection Policy
In some cases, you may be required to additionally enter into a separate agreement with Zenith Exquisite LLC or our affiliates or other third-party partners in connection with certain aspects of the Transaction Services not covered by this Contract (“Additional Terms”, including to the extent as applicable, if you contract services supplemental to those provided for in this Contract.
If there is any contradiction between the provisions of this Contract and the provisions of the Additional Terms, the Additional Terms shall govern the relevant types of Transaction Services or Online Transactions covered by such Additional Terms.
1.5 Transaction Services. Zenith Exquisite LLC provides an online transaction platform and ancillary services on the Sites (such platform and services, the “Transaction Services”) which allow Members to conclude online transactions for products or services within the Sites subject to the terms of this Contract. In particular, it will allow you to place, pay, conclude and receive fulfillment of orders for the online provision of products and services within the Sites (“Online Transactions”).
1.6 Changes to the Contract or the Transaction Services. We may modify this Contract (including, for the avoidance of doubt, the related terms and agreements included in clause 1.4 above), publish new rules (including dispute rules) or make changes to the functionalities or applications of the Transaction Services themselves (such as making upgrades, modifications, creating limits or suspending them). If we make any changes (except for formatting or error corrections) to this Contract (including any related documentation) or the Transaction Services themselves, or publish new rules, we will provide you notice through our Sites (including posting the newer version on the Sites) or by other means, to provide you the opportunity to review the changes or new terms with at least 15 days before they become effective (not being retroactive), although there might be instances (such as to comply with a legal requirement or address an unforeseen and imminent danger to protect you or a business user from fraud, malware, spam, data breaches or other cybersecurity risks) where we might need to give a shorter notice period.
- Terms for specific Online Transactions
2.1 Refusal or Cancellation of Online Transactions. Zenith Exquisite LLC reserves the right to suspend to clarify and subsequently or directly refuse/reject or cancel any Online Transaction which we, acting reasonably, determine to be in breach of this Contract (including the related documents referred to in clause 1.4 above), or impose penalties or restrictions, for any relevant reason, including compliance with consumers’ protection, e-commerce, fraud, cybersecurity or intellectual and industrial property rights regulations or at the request of the competent authorities, without any liability for any losses or damages arising out of or in connection with such refusal or cancellation.
The assessment on the breach of this Contract will be conducted internally, by affected departments of Zenith Exquisite LLC, including Platform Governance, Risk control and/or Customer Service teams. The buyer will have the opportunity to provide the input it deems appropriate regarding the decision taken by Zenith Exquisite LLC.
Some situations that may result in an Online Transaction being rejected or canceled include, without limitation, those where problems are identified by our credit and fraud control department, where Zenith Exquisite LLC has reason to believe the Online Transaction is unauthorized, violates any law, rule or regulations or may otherwise subject Zenith Exquisite LLC or any of our affiliates to liability.
2.4 Transactions involving a third party finance provider. If you choose to obtain finance for an Online Transaction this section will apply to you and you agree that:
(a) we do not guarantee that any third party finance provider (the “Lender”) will finance such Online Transaction and we will not be liable to you in connection with any such third party financing;
(b) any financing of the transaction will be given by a third party not connected to Zenith Exquisite LLC and be subject to the terms and conditions of such Lender;
(c) we can disclose certain information (for instance, financial and contact data) we have collected from you to the Lender if any such information is necessary for the Lender to review your request for financing and execute the financing contract, as will be previously disclosed to you; and
(d) any dispute with the Lender in connection with the Online Transaction shall be resolved between you and the Lender and Zenith Exquisite LLC shall have no obligation to resolve or assist in any way in the resolution of such dispute.
- Transactions between you and seller
3.1 Online Order. In order to enter into an Online Transaction you must complete, submit and accept an online order using the applicable process on the Sites and complete such Online Transaction according to the terms of the online order and this Contract (including the related documents referred to in clause 1.4 above). You and seller will be responsible for ensuring that you have agreed to, and specified, all the relevant terms and conditions for the products or services in the relevant manner, including but not limited to the pricing, quantity, specifications, quality standards, inspection, shipping, etc., considering that all transactions concluded on the Sites shall enable Zenith Exquisite LLC as a marketplace to correctly calculate and collect tax to the extent as required by relevant laws and regulations. You shall be the importer on record for customs and taxation purposes, unless otherwise agreed upon between you and seller. For avoidance of doubt, we will remind you before placing the order on potential existence of additional tax and costs that cannot be reasonably calculated in advance but may be payable by you (e.g. import duties, tax and handling fees for products imported from third countries into the EU).
3.3 Transaction between you and a seller only. Each Online Transaction is made by and between you and a seller only and Zenith Exquisite LLC shall not be considered as a party to such Online Transaction, nor shall Zenith Exquisite LLC be deemed to represent you or the seller in such Online Transaction. Notwithstanding the above, as a provider of Transaction Services, Zenith Exquisite LLC may conduct formality review(s) of an Online Transaction. We will not be responsible for the quality, safety, lawfulness or availability of the products or services offered under any Online Transaction; or the ability of either you or the seller to complete any Online Transaction (except to the extent prohibited by applicable law). We and our affiliates and agents will not be held liable for any losses, damages, claims, liabilities, costs or expenses arising from any Online Transactions, including any breach, partial performance or non-performance of the Online Transaction by the other party to the transaction.
- Zenith Exquisite LLC Service Fees and Taxation
4.1 Service Fees. Zenith Exquisite LLC may charge service fees for Online Transactions as this may be announced from time to time by Zenith Exquisite LLC on the Sites. In case the Online Transaction adopts Zenith Exquisite LLC Services, you hereby authorize Zenith Exquisite LLC to instruct Zenith Exquisite LLC to deduct any service fees that are due and payable to Zenith Exquisite LLC under an Online Transaction and to pay the same to Zenith Exquisite LLC when Zenith Exquisite LLC releases any amount held by it under the Online Transaction. Neither Zenith Exquisite LLC nor Zenith Exquisite LLC has any control over, and are not responsible or liable for, the products or services that are paid for with our service.
4.2 Third Party Fees Not Included. If you decide to acquire or purchase any service or product from others in connection with the Online Transaction (eg repair service, logistics fulfilment service, etc.), you will need to pay separately any fees (as well as, where applicable, corresponding taxes) related to such service or product. It shall be your responsibility to settle the fees with such third party vendors.
4.3 Taxes, Financial Charges Not Included. All fees charged by Zenith Exquisite LLC are exclusive of any taxes (such as VAT), duties or other governmental levies or any financial charges. Applicable taxes (such as VAT) will be displayed to you in advance and charged to you on top of the fees. You agree to pay and be responsible for any such taxes, duties, levies or charges for the use of the Transaction Services in addition to our service fees. You further agree that you are responsible for paying any and all applicable taxes associated with the Online Transactions on Zenith Exquisite LLC (including, without limitation, any applicable VAT) and agree to indemnify Zenith Exquisite LLC for failing to pay any applicable taxes. In the event Zenith Exquisite LLC is required by any applicable law to collect or withhold any taxes or duties, you agree to pay such taxes or duties to Zenith Exquisite LLC. You will also be liable for any financial charges for remission of funds to you, and Zenith Exquisite LLC shall have the right to pay such charges from such funds. Zenith Exquisite LLC and Zenith Exquisite LLC shall have the right to deduct any financial charges incurred as a result of providing the Transaction Services and the party receiving the funds will bear the costs of such bank charges.
- Member’s Responsibilities
5.1 Provision of Information and Assistance. You agree to give all notices, provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for the completion of the Online Transactions and Zenith Exquisite LLC’s provision of the Transaction Services so that the product or services object of the Online Transaction with a seller can be correctly delivered (including, for instance, for customization of the product, where applicable; to facilitate delivery by providing accurate payment method details, addresses, contact details or alternative delivery and pick-up options). If your failure to do so results in delay in the provision of any Transaction Service, cancellation of any Online Transaction, or disposal of any funds, Zenith Exquisite LLC shall not be liable for any losses or damages arising from such default, delay, cancellation or disposal.
5.2 Member’s undertakings. You represent and warrant that:
(a) you will use the Transaction Services in good faith and in compliance with all applicable laws and regulations, including laws related to anti-money laundering and counter-terrorism financing;
(b) all information and material you provide in connection with the use of the Transaction Services is true, lawful and accurate, and is not false, misleading or deceptive;
(c) you will not use the Transaction Services to defraud Zenith Exquisite LLC, our affiliates, or other Members or users of the Sites or engage in other unlawful activities (including without limitation dealing in products prohibited by law).
(d) you will not use the Transaction Services in connection with any Online Transaction that (1) may infringe Zenith Exquisite LLC’s or any third party’s legitimate or proprietary rights including copyright, trademarks, patents or other intellectual property rights; (2) may be in breach of the Intellectual Property Right (IPR) Protection Policy; or (3) may be in breach of this Contract or the Zenith Exquisite LLC Supplemental Services Agreement.
5.4 Obligations to Pay Taxes. You shall be solely responsible for payment of any taxes (such as VAT), duties or other governmental levies or any charges or fees that may be imposed on any products or services purchased under or in connection with the Online Transactions, except where Zenith Exquisite LLC is obliged to collect tax on sales you make through us under applicable laws and regulations. For avoidance of doubt, we will remind you before placing the order on potential existence of additional tax and costs that cannot be reasonably calculated in advance but may be payable by you (e.g. import duties, tax and handling fees for products imported from third countries into the EU).
5.5 Feedback System. You will not undermine the integrity of our feedback system, such as providing positive feedback on oneself on the Sites using secondary Member IDs or through third parties, using threats of negative feedback or low detailed seller ratings to get something that was not part of the original listings, or by providing unsubstantiated negative feedback on another Member on the Site, or misusing feedback so that a negative comment is left with a positive rating.
Confidentiality and Personal Data
6.1 Confidential Obligations. You shall keep confidential all confidential information provided by other Members of the Sites or by Zenith Exquisite LLC or any of its affiliates in connection with any Online Transaction or the Transaction Services, without prejudice to the exercise of your rights under applicable laws and regulations.
6.2 Confidential Information. All information and material provided by another Member of the Sites or by Zenith Exquisite LLC or any of its affiliates will be deemed to be confidential information unless such information or material is already in the public domain or has subsequently becomes public other than due to your breach of the confidential obligations.
6.4 Data Protection and Privacy Role of Sellers. EU/EEA/UK buyers are informed that sellers have their own data protection and privacy compliance responsibilities with respect to personal information of EU/EEA/UK buyers or other individuals’ data that the seller processes. While we contractually require that sellers ensure to Zenith Exquisite LLC, that in relation to such personal information they are and will be fully compliant with all applicable data protection and privacy laws, including without limitation maintaining their own records of such personal information independently of the platform (to the extent required under applicable laws), complying with direct marketing laws, and responding to requests by individuals to exercise their rights under such laws, neither Zenith Exquisite LLC nor any of its affiliates are responsible or liable for a seller’s fulfilment of their obligations under the applicable data protection and privacy laws. For the avoidance of doubt, in relation to such personal information the liability and obligations of Zenith Exquisite LLC and its affiliates under applicable data protection and privacy laws are entirely independent of and separate from the liability and obligations of sellers under such laws.
- Disclaimer and Limitation of Liability
7.1 No Warranty. You expressly agree that your use of the Transaction Services is at your sole risk. To the fullest extent permitted by applicable law, the Transaction Services are provided on the “as is”, “as available” and “with all faults” basis, and Zenith Exquisite LLC makes no representation or warranty that the Transaction Services will be uninterrupted, timely or error free. Zenith Exquisite LLC makes no representation or warranty with respect to the accuracy, truthfulness and completeness of the information provided by any Member of the Sites, in accordance with e-commerce regulations.
7.2 Exclusion and Limitation of Liabilities. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ZENITH EXQUISITE LLC, INCLUDING ITS AFFILIATES, WILL NOT BE LIABLE IN CONNECTION WITH THIS CONTRACT FOR LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, REPUTATION (E.G. OFFENSIVE OR DEFAMATORY STATEMENTS), LOSS OF DATA (E.G. DOWN TIME OR LOSS, USE OF, OR CHANGES TO, YOUR INFORMATION OR CONTENT) OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.
Some of these limitations and exclusions may not apply to you if your state, province or country does not allow the limitation or exclusion of liability for incidental or consequential damages, so the foregoing exclusions or limitations may not apply to you. You may also have other rights under your local law in your state, province or country that vary from state to state. Nothing in this Contract is intended to affect those rights if they are applicable to you.
Except as explicitly stated otherwise, legal notices shall be served on you by sending notices to the email address in your latest membership profile on the Sites. Notice shall be deemed given 24 hours after email is sent, unless we are notified that the email address is invalid. Alternatively, we may give you legal notices by mail to the address in your latest membership profile in which case the notice shall be deemed given 36 days after the date of mailing. Legal notices to us shall be provided at the address provided in clause 1.2 above or by courier or certified mail at 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong, for the attention of the Legal Department.
- Governing Law and Dispute Resolution.
This section is without prejudice to any rights you as European Union/European Economic Area/United Kingdom consumer may have under article 18 of the Brussels I Bis Regulation (OJ EU 2012 L351/1) or applicable UK regulations, which means that you may bring a claim regarding your statutory rights in the EU/EEA/UK country in which you live, generally in the courts of the place where you are domiciled.
9.1 Governing Law. This Contract is subject to Hong Kong laws. Such choice does not deprive you of the protection afforded by mandatory provisions in the laws of the EU/UK and the country of habitual residence, which means that you are entitled to any relevant rights and their exercise under EU/UK laws and the laws of the country of your habitual residence.
9.2 Amicable Negotiations. If any dispute or claim arises from or in connection with this Contract, an Online Transaction or your access to or use of the Transaction Services (“Dispute”), the relevant parties may resolve the Dispute through amicable negotiations.
The European Commission maintains an online dispute resolution platform, which can be found here: http://ec.europa.eu/odr.
9.7 Limitation Period. In any event, you may not make any claim against us or our affiliates under this Agreement after one year from the occurrence of the matter giving rise to the claim, unless otherwise provided by applicable law.
9.8 Injunctive Relief. Notwithstanding the foregoing provisions, either party may seek injunctive or other equitable relief against the other party in any court of competent jurisdiction (e.g. including the courts of your habitual residence) prior to or during the arbitration.
- General Provisions
10.1 Severance. If a court with authority over this Contract finds any part of it unenforceable, you and we agree that the court should modify the terms to make that part enforceable, taking its intent into consideration. If the court cannot do that, you and we agree to ask the court to remove that unenforceable part and still enforce the rest of this Contract.
10.2 No Waiver. If we do not act to enforce a breach of this Contract, that does not mean that we have waived our right to enforce this Contract.
10.3 Assignment. Zenith Exquisite LLC shall have the right to assign this Agreement (including all of our rights, titles, benefits, interests, and obligations and duties in this Agreement) to any of our affiliates and to any successor in interest. Zenith Exquisite LLC may delegate certain of Zenith Exquisite LLC rights and responsibilities under this Agreement to independent contractors or other third parties, provided that your rights under this Agreement are not reduced. You may not assign, in whole or part, this Agreement to any person or entity.