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The Shopee Affiliate Marketing Solutions Program is an additional service on the Platform where Shopee-registered Sellers (“Participating Seller” or “you”) may engage Shopee Mobile Malaysia Sdn. Bhd. and its affiliates (together, “Shopee”) to provide marketing solutions (the “Program”).

These Terms and Conditions, together with the Shopee Terms of Service and the other Shopee Policies and any other terms and documents expressly incorporated herein, each as may be amended, supplemented or replaced from time to time (together, these “Terms and Conditions”) is entered into by and between you and Shopee, and govern the provision of the Program and your access to the Platform.

You will be deemed to have consented to these Terms and Conditions by your continued participation in the Program. These Terms and Conditions are subject to change at Shopee’s discretion pursuant to Section 7.2 of these Terms and Conditions.

1. DEFINITIONS

1.1 “Affiliate” means a third party that provides services to Participating Sellers under the Program.

1.2. “Affiliate Media” means all advertising media (including but not limited to websites, applications and newsletters, social media pages, Affiliate networks’ sub affiliates, and their owned and brokered media) registered to the Program by the Affiliate that provide services to Participating Seller under the Program.

1.3. “Affiliate Links” means advertising materials made available by Shopee to Affiliate via the Program, including graphics, artwork, text, files, URLs and HTML or JavaScript code.

1.4. “Completed Purchase” means a fully completed verified sale and purchase transaction of a Product between a Buyer and a Seller on the Platform in accordance with Shopee’s policies, which results directly from a Buyer accessing the Platform via Affiliate Links placed on Affiliate Media, and such Buyer:

(a) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real life person;

(b) is not using pre-populated fields;

(c) completes all of the information required for the Completed Purchase within the time period allowed by Shopee; and

(d) is not later determined by Shopee to be fraudulent, incomplete, unqualified or a duplicate.

1.5. “Platform” means any platform operated by Shopee, which includes the Shopee mobile applications available on the Apple App Store or Google Play and the Shopee websites.

1.6. “Product” means any item listed or service offered on Platform by Participating Sellers for sale to Buyers.

1.7. “Prohibited Content” means any content or term that:

(a) Promotes or is related to illegal activities (illegal drugs, phishing, terrorism, criminal activities, contests, pyramid schemes, or chain letters).

(b) Promotes or is related to tobacco, gambling, or weapons.

(c) Is related to pornographic or obscene material.

(d) Is related to excessively graphic or explicit violence.

(e) Is defamatory, inappropriate, or profane.

(f) Is discriminatory or constitutes “hate speech”, whether directed at an individual or a group, and whether based upon the race, sex, creed, national origin, religious affiliation, sexual orientation, or language of such individual or group.

(g) Promotes or contains viruses, worms, corrupted files, malware, cracks, or other materials that are intended to or may damage or render inoperable software, hardware, or security measures.

(h) Promotes personal pleasure products or lingerie.

(i) Promotes tobacco or tobacco related products, including without limitation, electronic cigarette/e-juices that contain nicotine.

(j) Promotes alcoholic products.

1.8. “Term” has the meaning set forth in Section 9.1.

1.9. “User” means any registered valid user of the Platform, which includes both buyers (“Buyers”) and Sellers (“Sellers”) on the Platform.

2. PARTICIPATION REQUIREMENTS

2.1 Participating Seller shall provide any information requested by Shopee and shall ensure such information is true, accurate and complete, for the purpose of registration for the Program. Any false or inaccurate information submitted to Shopee shall be deemed as grounds for termination of Affiliate’s participation in the Program. Shopee may accept or reject Participating Seller’s application at its sole discretion and for any reason.

3. AFFILIATE SERVICES

3.1. Through the Program, Participating Seller may order services from Affiliates (“Affiliate Services”) on and through the Platform under the following models: (a) pay-per-sale (“PPS Affiliate Services”); and (b) pay-per-post (“PPP Affiliate Services”).

3.2. Participating Seller acknowledges and agrees that: (a) Shopee shall not be responsible for the provision of the Affiliate Services by Affiliates, and Shopee does not guarantee any Completed Purchases through participation in the Program; (b) Participating Seller shall be responsible for and bound by all information and instructions submitted by Participating Seller on and through the Platform (including, but not limited to, Commission Rates and Post Fees); (c) Shopee’s records shall be the sole, final and conclusive evidence of performance of the Affiliate Services and payment of the Commission Fees / Post Fees and shall be binding on Participating Seller for all purposes whatsoever in connection with this Program; and (d) it shall not attempt to defraud Shopee or any other person, and shall ensure that no information provided to Shopee in connection with this Program is false, inaccurate or misleading.

4. PPS AFFILIATE SERVICES

4.1. The following provisions apply to PPS Affiliate Services.

4.2. Participating Seller shall specify the relevant details in respect of the Affiliate Services to be provided as set out on the Platform, including the applicable fees that shall be payable to an Affiliate for each Completed Purchase (“Commission Rate”).

4.3. The “Commission Fee” for PPS Affiliate Services for each Completed Purchase shall be calculated by multiplying the Commission Rate by the Net Completed Purchase Value. For the purposes of these Terms and Conditions, “Net Completed Purchase Value” means the total value of a Completed Purchase less any discounts, shipping fees, voucher fees, and other rebates such as Shopee Coins. All Commission Fees paid to, and received by, Affiliates are exclusive of all sales, service, use, consumption, value-added, goods-and-services, business and any similar taxes, which Shopee will charge in addition to the Commission Fee. The Commission Fee determined by Shopee shall be conclusive, final and binding on Participating Seller.

4.4. Shopee may charge a service fee (exclusive of Sales and Services Tax (""SST"") from the Commission Fee in accordance with the rates stated on the Platform website or as separately agreed between Affiliate and Shopee in writing.

4.5. The Commission Fee shall be payable upon completion of each Completed Purchase and shall be automatically deducted by Shopee from (i) the proceeds of each Completed Purchase, (ii) Participating Seller’s wallet balance upon system validation, (iii) adjustments in STS account, or (iv) manual payment by Participating Seller following receipt of invoice from Shopee via the payment method specified in such invoice. In the event that Shopee is unable to deduct any Commission Fee from Participating Seller’s wallet balance due to insufficient funds or payment of the Commission Fee is overdue, Shopee may suspend Participating Seller’s wallet or take any other action (including but not limited to deductions from escrow accounts) until such time as Participating Seller pays the overdue Commission Fees to Shopee.

4.6. Where agreed between Participating Seller and the Affiliate, Participating Seller may provide a sample of the relevant Product (“Product Sample”) free of charge to the Affiliate within the timelines set out on the Platform. In such cases, Participating Seller acknowledges and agrees that:

(a) Participating Seller shall be responsible for shipping and other fees, and shall ensure that the Product Sample is the same as the actual product (including, but not limited to, quality and appearance). Shopee shall not be responsible for any issues arising from the Product Sample;

(b) the Product Sample shall be retained by Affiliate, even in the event that the relevant Affiliate Services are cancelled or otherwise terminated prior to completion of the Affiliate Services; and

(c) failure to carry out the above steps may lead to the Affiliate Services being automatically cancelled.

4.7. Each party will pay all taxes that it owes under these Terms and Conditions. All Commission Fees paid to, and received by, Affiliates are inclusive of all sales, service, use, consumption, value-added, goods-and-services, business and any similar taxes.

5. PPP AFFILIATE SERVICES

5.1. Subject to availability, the following provisions apply to PPP Affiliate Services.

5.2. Participating Seller may initiate conversations on the Platform with potential Affiliates and agree on the Affiliate Services to be provided, the applicable fees payable for each post of Affiliate Media made by an Affiliate (the “Post Fee”) and the relevant date of posting.

5.3. Upon agreement between Participating Seller and Affiliate, a binding order will be formed (a “PPP Order”). In respect of each PPP Order, Participating Seller shall provide a Product Sample free of charge to the Affiliate within the timelines set out on the Platform. Participating Seller acknowledges and agrees that:

(a) Participating Seller shall be responsible for shipping and other fees, and shall ensure that the Product Sample is the same as the actual product (including, but not limited to, quality and appearance). Shopee shall not be responsible for any issues arising from the Product Sample;

(b) the Product Sample shall be retained by Affiliate, even in the event that the relevant PPP Order is cancelled or otherwise terminated prior to completion of the Affiliate Services; and

(c) failure to carry out the above steps may lead to the PPP Order being automatically cancelled.

5.4. Participating Seller shall make payment of the applicable Post Fee to Shopee within the timelines stipulated on the Platform. All Post Fees paid to, and received by, Affiliates are inclusive of all sales, service, use, consumption, value-added, goods-and-services, business and any similar taxes. In the event of mutual cancellation of a PPP Order, Shopee shall refund the Post Fee to the Participating Seller via the payment method initially used to pay the Post Fee.

5.5. Shopee may charge a service fee (exclusive of SST) from the Post Fee in accordance with the rates stated on the Platform website or as separately agreed between Affiliate and Shopee in writing.

5.6. Affiliate’s commencement of the Affiliate Services being conditional on Shopee’s due receipt of the Post Fee.

5.7. Participating Seller shall: (a) be responsible for reviewing and monitoring performance of the Affiliate Services; and (b) shall provide confirmation of completion of the Affiliate Services within the timelines stipulated on the Platform, failing which the Participating Seller shall be deemed to have accepted completion of the Affiliate Services (“PPP Confirmation”). Upon PPP Confirmation, Shopee shall release the Post Fees to the relevant Affiliate.

5.8. Participating Seller acknowledges and agrees that:

(a) cancellation of a PPP Order (other than system auto-cancellation) requires mutual consent of Participating Seller and the relevant Affiliate;

(b) Participating Seller’s failure to comply with the applicable timelines set out on the Platform may lead to automatic termination of the PPP Order; and

(c) any disputes in connection with PPP (including, but not limited to, payment of the Post Fees and performance of the Affiliate Services) shall be raised to and resolved by Shopee, with Shopee having sole discretion to determine the outcome (including but issuing partial refunds / payments of the Post Fees). Participating Seller shall provide all information and documents, as well as assistance, required by Shopee in connection with disputes.

6. RESPONSIBILITIES OF PARTICIPATING SELLER

6.1. Business Conduct. Participating Seller may not contractually bind Shopee or make any representations on behalf of Shopee. Participating Seller will not engage in any unconscionable, false, deceptive, misleading, or fraudulent conduct. Participating Seller may request for Shopee to request (based on Shopee’s sole discretion) an Affiliate to remove any Affiliate Media.

6.2. Content

(a) Content produced by Affiliates is owned exclusively by the Affiliates. Participating Seller therefore is not allowed to reuse content created and produced by Affiliates without explicit permission;

(b) Any content created for Participating Seller or on its behalf or offered to it must not include any material that is owned, trademarked, copyrighted, protected by trade secret, or proprietary to any third party (this includes using another person’s image or likeness) unless you or the Affiliate has obtained the necessary rights and consents for the use of such content;

(c) Any content created for Participating Seller must not contain any Prohibited Content;

(d) Participating Seller shall abide by requirements imposed by the Malaysian Code of Advertising Practice (“MCAP”) and/or any other applicable rules or regulations. If Shopee becomes aware of advertising or other campaigns facilitated through the Platform that do not comply with the MCAP and/or any other such applicable rules or regulations, Shopee shall have the right (exercise at its sole discretion) to require the applicable Affiliate(s) to suspend provision of the Affiliate Services; and

(e) Content must not contain any links that lead to e-commerce platforms other than Shopee.

7. RESPONSIBILITIES AND RIGHTS OF SHOPEE

7.1. Platform. Shopee will operate and maintain the Platform. No changes relating to the features or functionalities of the Platform will affect the validity and enforceability of these Terms and Conditions.

7.2. Changes to these Terms and Conditions. Shopee may, at Shopee’s discretion, update, amend, or modify Terms and Conditions. If Shopee updates, amends, or modifies Terms and Conditions, Shopee will make reasonable efforts to notify Participating Seller of the updates, amendments, or modifications, including by publishing the modified Terms and Conditions on the Platform’s website, by email, or by instant message. Participating Seller will check the Platform periodically for such updates and notices. The modified Terms and Conditions take effect on publication. By continuing to use the Platform, Participating Seller agrees to be bound by the updated, amended, or modified Terms and Conditions. If Participating Seller does not agree to be bound by the updated, amended, or modified Terms and Conditions, Participating Seller must terminate or discontinue its participation in the Program.

7.3. Changes to Platform / Program. Shopee may, at Shopee’s discretion, amend, suspend or update any feature of the Program and Platform (including its operation) without prior written notice to Participating Seller.

8. CONFIDENTIAL INFORMATION

8.1. “Confidential Information” means all information that is confidential in nature including, but not limited to: (a) any proprietary information of a party to these Terms and Conditions disclosed by one party to the other that is in written, graphic, machine readable, or other tangible form and is marked “Confidential” or “Proprietary” or in some other manner to indicate its confidential nature; (b) the Shopee materials and all other non-public marketing or technical information, even if not marked as confidential; and (c) all information collected or developed by Shopee regarding its Users. Confidential Information also includes oral disclosures if that information would reasonably be understood to be confidential from the context of disclosure.

8.2. Exceptions. Confidential Information will not include any information that: (a) was publicly known and made generally available before the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (c) is already in the lawful possession of the receiving party at the time of disclosure; (d) is obtained by the receiving party from a third party without a breach of that third party’s obligations of confidentiality; (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (f) is disclosed by the receiving party pursuant to the disclosing party’s prior written approval.

8.3. Non-Use and Non-Disclosure. Each party will: (a) treat as confidential all Confidential Information of the other party; (b) not disclose that Confidential Information to any third party, except on a “need to know” basis to third parties that have signed a non-disclosure agreement containing provisions substantially as protective as the terms of this Section and such party has obtained the written consent to that disclosure from the party that provided the Confidential Information; and (c) not use that Confidential Information except in connection with performing its obligations or exercising its rights under these Terms and Conditions. Each party is permitted to disclose the other party’s Confidential Information if required by law so long as the other party is given prompt written notice of that requirement before disclosure and assistance in obtaining an order protecting that information from public disclosure.

9. TERM AND TERMINATION

9.1. Term. These Terms and Conditions takes effect on the date when Participating Seller accesses or otherwise participates in the Program and continues to be in effect until terminated in accordance with Section 9.2 or 9.3 (the “Term”).

9.2. Termination by Shopee. Shopee may unilaterally terminate Participating Seller’s participation in the Program (including in respect to a particular PPP Order) at its sole discretion and for any reason which Shopee deems appropriate with seven (7) days’ prior notice and disabling the campaigns setup. Shopee may terminate Participating Seller’s participation in the Program immediately (including in respect to a particular PPP Order) and without any prior notice if Participating Seller breaches its obligations under Terms and Conditions. If upon the termination of the participation, Participating Seller still has outstanding payment obligations to Shopee, Participating Seller is still obliged to fulfil all the remaining obligations immediately after the termination is effective.

9.3. Termination for Cause. These Terms and Conditions will terminate immediately upon:

(a) either party’s dissolution or ceasing to do business, or the institution by or against either party of insolvency, receivership, or bankruptcy proceedings or any other proceedings for the settlement of either party’s debts; or

(b) the occurrence of an event of Force Majeure (as defined in Section 13.4) that continues for more than 30 days.

9.4. Survival. The following provisions will survive the termination or expiration of Participating Seller’s participation in the Program: Sections 1, 8, 9, 10, 11, 12 and 13 and any other provisions that, by their nature, are intended to survive. All liabilities that accrued before the termination or expiration will survive the termination or expiration of Participating Seller’s participation in the Program.

10. REPRESENTATIONS AND WARRANTIES

10.1. Mutual Representations and Warranties. Each party represents and warrants that:

(a) it is duly organized, validly existing, and in good standing in the jurisdiction it is formed;

(b) its acceptance of these Terms and Conditions has been duly and validly authorized;

(c) these Terms and Conditions constitutes a valid, binding, and enforceable obligation upon its acceptance; and

(d) it will comply with all applicable laws in performing under these Terms and Conditions.

10.2. Representations and Warranties by Participating Seller. Participating Seller represents and warrants that:

(a) the acceptance and performance of these Terms and Conditions will not be in conflict with or constitute a default under the terms of any agreement, instrument, judgment, decree, or any order, statute, rule, or governmental regulation applicable to Participating Seller; and

(b) all information provided by Participating Seller to Shopee is complete, true, accurate and current, and that Participating Seller has the right to conduct its business, including offering its products or services.

11. INDEMNIFICATION

11.1. Participating Seller will indemnify, defend, and hold harmless Shopee and its affiliates and their directors, officers, and employees from and against all claims, actions, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any breach by Participating Seller of these Terms and Conditions; (b) any failure of Participating Seller to perform its obligations under these Terms and Conditions in compliance with all applicable laws; or (c) Participating Seller’s fraud, negligence or willful misconduct.

11.2. Procedure. Shopee will promptly notify Participating Seller of any claim that is subject to Section 11.1, and will permit Participating Seller to assume and control the defense of that claim. Shopee will, however, have the right to employ separate counsel and participate in the defense of claims at Participating Seller’s sole cost. Participating Seller will have the sole authority to defend, compromise, settle, or otherwise dispose of a claim, but it will not agree to any disposition or settlement of a claim that admits liability or imposes duties of performance or payment on Shopee without Shopee’s prior written consent. If the parties agree to settle a claim, Participating Seller will not publicize the settlement without first obtaining Shopee’s written permission.

12. LIMITATION OF LIABILITY

12.1. Disclaimer of Warranties. ALL MATERIALS AND AFFILIATE LINKS ARE PROVIDED “AS IS.” PARTICIPATING SELLER ACKNOWLEDGES AND AGREES THAT SHOPEE WILL HAVE NO LIABILITY ARISING FROM A FAILURE OF ANY SECURITY TECHNOLOGY OR PROCEDURE. SHOPEE DOES NOT WARRANT THAT THE SHOPEE MATERIALS OR AFFILIATE LINKS PROVIDED WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, SECURE, ACCURATE, COMPLETE OR ERROR-FREE, THAT DEFECTS, IF ANY, WILL BE CORRECTED, OR THAT THE SERVER THAT MAKES THE SAME AVAILABLE ARE FREE OF VIRUSES, CLOCKS, TIMERS, COUNTERS, WORMS, SOFTWARE LOCKS, DROP DEAD DEVICES, TROJAN-HORSES, ROUTINGS, TRAP DOORS, TIME BOMBS OR ANY OTHER HARMFUL CODES, INSTRUCTIONS, PROGRAMS OR COMPONENTS.

12.2. Disclaimer of Consequential Damages. SHOPEE WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO PARTICIPATING SELLER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTION CONTEMPLATED UNDER THESE TERMS AND CONDITIONS, INCLUDING LOST PROFITS OR LOSS OF BUSINESS.

12.3. Cap on Liability. UNDER NO CIRCUMSTANCES WILL SHOPEE’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY PARTICIPATING SELLER TO SHOPEE UNDER THESE TERMS AND CONDITIONS FOR THE 6-MONTH PERIOD PRECEDING THAT CLAIM.

12.4. Independent Allocations of Risk. EACH PROVISION OF THESE TERMS AND CONDITIONS THAT PROVIDES FOR A LIMITATION OF LIABILITY OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THESE TERMS AND CONDITIONS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS AND CONDITIONS, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THESE PROVISIONS FAIL THEIR ESSENTIAL PURPOSE.

13. MISCELLANEOUS

13.1. Subcontractors. Shopee may exercise its rights under these Terms and Conditions via its affiliates and subcontractors. Shopee will be responsible for the compliance of those affiliates and subcontractors with the terms of these Terms and Conditions.

13.2. Independent Contractor. These Terms and Conditions will not be construed as creating a partnership, joint venture, or agency relationship or as granting a franchise. The parties are independent contractors in the performance of these Terms and Conditions. Neither party is authorized to bind the other party to any liability or obligation or to represent that it has any authority to do so.

13.3. Press Release. Except as expressly set forth in these Terms and Conditions or as required by the laws of any jurisdiction, neither party will make any public announcement or press release regarding the cooperation contemplated by these Terms and Conditions without the prior consent of the other party. Any party required by law to make a public announcement regarding any matter related to the cooperation contemplated by these Terms and Conditions will solicit from and consider in good faith the other party’s feedback on the content of that public announcement.

13.4. Force Majeure. Neither party will be liable to the other party for any failure or delay in fulfilling an obligation (other than the financial obligations) under these Terms and Conditions if that failure or delay is attributable to circumstances beyond its control, including any fire, power failure, labor dispute, war, civil dispute, or government action (including any new law or regulation) or inaction (“Force Majeure”). The deadline for fulfilling the obligation in question will be extended for a period equal to that of the continuance of the Force Majeure event.

13.5. Governing Law and Resolution of Disputes. These Terms and Conditions shall be governed by and construed under the laws of Malaysia. In the event of any dispute, controversy, claim or difference of any kind whatsoever arising between the parties in connection with these Terms and Conditions, including the breach, termination or validity of these Terms and Conditions, or in connection with the determination of any matters which are subject to objective determination pursuant to these Terms and Conditions (“Dispute”), which Dispute has been subject of a written notice by one party to the other (“Dispute Notice”), the parties shall attempt, for a period of thirty (30) days after the receipt by one (1) party of a Dispute Notice from the other party of the existence of a Dispute, to settle such Dispute in the first instance by mutual discussions between the senior management of each of the parties. If the Dispute cannot be settled by mutual discussions within the thirty (30) day period, it shall be referred to and finally resolved by arbitration administered by the Asian International Arbitration Centre in Kuala Lumpur in accordance with the Arbitration Rules of the Asian International Arbitration Centre (“AIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. There will be three (3) arbitrators and the language of the arbitration shall be English.

13.6. Notices. All notices under the terms of these Terms and Conditions will be deemed given as of the day they are received either by overnight courier, email, postage prepaid certified or registered mail, or facsimile, and addressed either to Shopee or Participating Seller at their respective addresses.

13.7. Assignment. Participating Seller may not voluntarily, involuntarily, or by operation of law assign any of its rights or delegate any of its obligations under these Terms and Conditions (in whole or in part), including by direct or indirect change of control, merger (whether or not Affiliate is the surviving entity), or operation of law, without Shopee’s prior written consent, which Shopee may withhold in its sole and absolute discretion. Any direct or indirect change of control of equity ownership or management or control of Participating Seller, whether or not Participating Seller survives as an entity, will be deemed an assignment and delegation of these Terms and Conditions that requires Shopee’s prior written consent. An assignment by Participating Seller will not relieve Participating Seller of its obligations under these Terms and Conditions unless Shopee expressly states otherwise in its written consent. Shopee will not release Participating Seller of its liability under these Terms and Conditions unless Shopee expressly states otherwise in its written consent. Shopee may voluntarily, involuntarily, or by operation of law assign any of its rights or delegate any of its obligations under these Terms and Conditions (in whole or in part) without Participating Seller‘s consent. Any purported assignment or delegation in violation of this Section 13.7 will be null and void. Subject to this Section 13.7, these Terms and Conditions will bind and inure to the benefit of each party’s respective permitted successors and permitted assigns.

13.8. Waiver. Any waiver of the provisions of these Terms and Conditions or of a party’s rights or remedies under these Terms and Conditions must be in writing provided in accordance with Section 13.6 to be effective. Failure, neglect, or delay by a party to enforce the provisions of these Terms and Conditions or its rights or remedies at any time will not be construed as a waiver of the party’s rights under these Terms and Conditions and will not in any way affect the validity of the whole or any part of these Terms and Conditions or prejudice the party’s right to take subsequent action. Exercise or enforcement by either party of any right or remedy under these Terms and Conditions will not preclude the enforcement by the party of any other right or remedy under these Terms and Conditions or that the party is entitled by law to enforce.

13.9. Severability. If any term, condition, or provision in these Terms and Conditions is found to be invalid, unlawful, or unenforceable to any extent, the parties will endeavor in good faith to agree to amendments that will preserve, as far as possible, the intentions expressed in these Terms and Conditions. If the parties fail to agree on an amendment, the invalid term, condition, or provision will be severed from the remaining terms, conditions, and provisions of these Terms and Conditions, which will continue to be valid and enforceable to the fullest extent permitted by law, and the tribunal will preserve, as far as possible, the original intention of the parties with respect to the severed term, condition, or provision.

13.10. Remedies Cumulative. No single or partial exercise of any right or remedy will preclude any other or further exercise of any other right or remedy. Rights and remedies provided in these Terms and Conditions are cumulative and not exclusive of any right or remedy provided at law or in equity.

13.11. Language. If these Terms and Conditions are executed in more than one language, then only the English version is binding on the parties.

13.12. Headings. Headings are used in these Terms and Conditions for reference only and will not be considered when interpreting these Terms and Conditions.

13.13. Integration. These Terms and Conditions constitute the entire agreement of the parties with respect to the subject matter of these Terms and Conditions and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to that subject matter. No terms, provisions, or conditions of any purchase order, acknowledgement, or other business form that either party may use in connection with the transactions contemplated by these Terms and Conditions will have any effect on the rights, duties, or obligations of the parties under, or otherwise modify, these Terms and Conditions, regardless of any failure of a receiving party to object to these terms, provisions, or conditions.

Last updated: 30 August 2023