Carousell is breaking down the barriers of buying through InstantBuy, an e-commerce-like experience with the assurance of inspected quality and post-purchase support from the most trusted sellers in the platform (“InstantBuy Seller Programme”).
Capitalised terms used but not defined herein, shall have the respective meanings given to them in Carousell’s standard Terms of Service.
“Buyer Data” means any Personal Data of the buyer or user of the Carousell Platform.
“Carousell Platform” means Carousell branded mobile application software (Singapore only) and the Carousell online marketplace accessible on the world wide web at http://sg.carousell.com.
“Intellectual Property Rights” means any patent, copyright, inventions, database rights, design right, registered design, trade mark, trade name, brand, logos, service mark, know-how, utility model, unregistered design, or where relevant, any application from any such right, know-how, trade or business name, domain name, top level domain or other similar right or obligation whether registered or unregistered or other industrial or intellectual property right subsisting in any territory or jurisdiction in the world.
“Live Listings” means any Listing successfully posted on the Carousell Platforms that has not been marked as sold.
“Personal Data” shall have the meaning ascribed to it under the PDPA.
“PDPA” means the Personal Data Protection Act 2012 of Singapore and its subsidiary legislation, as may be amended, supplement or substituted from time to time.
“Successful Transaction” means the completion of a sale of the Product via the Carousell Platform and the buyer has received the Product and no valid disputes are being raised by the buyer.
“You” means the party who participates in the Carousell InstantBuy Fashion Seller Programme. If you are using participating as an authorised InstantBuy Fashion seller for and on behalf of a registered business entity (“Entity”), the term “you” in this agreement shall mean the said Entity, unless the context does not otherwise permit.
2.1. Non-Exclusivity: You shall operate as a non-exclusive partner of Carousell.
2.2. Your responsibilities
2.2.1. Upload a minimum of thirty (30) fashion specific listings (each, a “Listing” and collectively, the “Listings”) such as apparels, footwear, bags & accessories sold by you (“Products”) onto the fashion category of the Carousell Platform through the existing Carousell channels, with such listings capped at a maximum of 2000 live Listings;
2.2.2. maintain an average of at least thirty (30) Live Listings at any given time;
2.2.3. follow the listing template provided by Carousell and ensure that Listings include at least the following: (a) high-quality photos that adhere to Carousell’s standards: good lighting, non-busy backgrounds and preferably modelled photos; and (b) actual and current pictures of the Products and are maintained in the right category, with accurate description on the condition, measurements, sale status and price;
2.2.4. be responsible to maintain the Listings and shall procure that each Listing shall at all times, be compliant with the marketplace rules and guidelines found on the Carousell webpage at: https://support.carousell.com/hc/en-us/categories/360002281174-Marketplace-Guidelines;
2.2.5. ensure that Listings are maintained in the right category, with accurate description, sale status and price;
2.2.6. ensure that all Products sold on the Carousell Platform are authentic and compliant with Carousell’s counterfeit policy found at https://support.carousell.com/hc/en-us/articles/360001820327-Carousell-s-Counterfeit-Policy- and offer a money-back guarantee for authenticity on all Products listed on the Carousell Platform;
2.2.7. keep all Listings updated on the Carousell Platform and ensure that all Products that have been sold on the Carousell Platform and/or other websites and Platforms are removed in a timely manner;
2.2.8. fully implement and transact via Carousell Protection (as defined in https://support.carousell.com/hc/en-us/articles/360020382834--Singapore-What-is-Carousell-Protection-) for all the Products sold on the Carousell Platform. For the avoidance of doubt, this includes meet-ups where payment and transactions must be through Carousell Protection;
2.2.9. offer a seven (7) days return policy to all buyers allowing a refund for all Products, conditional upon Products being unused and in the same condition as when it was delivered. You shall be responsible for inspection and ascertaining the eligibility of the return request. The seven (7) days period shall commence on the date the delivery of the Product(s) is completed / successful. Any dispute on the date of delivery shall be resolved with proof of delivery and/or tracking code provided by the delivery company. You shall be responsible to provide the proof of delivery and date of the delivery;
2.2.10. not persuade, induce, or attempt to induce buyers to transact outside the Carousell Platform and/or recover the Fees from buyers outside the Carousell Platform;
2.2.11. fully implement and provide shipping options to fulfil orders within three (3) days from payment for all Products;
2.2.12. maintain all communications with the buyer(s) on the Carousell Platform via the Carousell chat function and keep all transactions on the Carousell Platform;
2.2.13. respond to all queries as soon as possible but not later than twelve (12) hours and all Carousell operations team queries within twelve (12) hours;
2.2.14. display a high degree of accountability and adhere strictly to the Carousell community guidelines found at https://support.carousell.com/hc/en-us/articles/115007870388-Community-Guidelines;
2.2.15. grant to Carousell a worldwide, fully-paid and royalty-free licence host, store, use, display, reproduce, modify, adapt, edit, enhance, publish, advertise the Content, pictures and any relevant materials uploaded by you on the Carousell Platform (“Product Materials”) for the purpose of promoting the Products;
2.2.16. use best efforts to provide proof of transparency to Carousell users on its process of determining the condition of the Product(s) where requested by the said user; and
2.2.17. retain documents and records relating to the authenticity of every Product transacted through the Carousell Platform for a period of six (6) years after the completion of the transaction in question. You shall provide and furnish to Carousell all such documents and records for any investigation purposes within three (3) business days’ notice from Carousell.
2.3. Carousell’s responsibilities
2.3.1. raise awareness of this partnership through communications and publicity campaigns;
2.3.2. endorse the Partner with a “InstantBuy” badge on the Carousell Platform;
2.3.3. automatically upgrade the Partner to the “Super CarouBiz Package” as defined on https://support.carousell.com/hc/en-us/articles/360020081713--Singapore-What-is-CarouBiz-Carousell-For-Business-;
2.3.4. provide guidelines to determine the condition of the Products to be used by the Partner for Listings;
2.3.5. appoint a partner success representative responsible to support you as an authorised InstantBuy Fashion seller;
2.3.6. enable all transactions to be completed through a “Buy Now” button on the listing for all buyers to pay digitally via Carousell Protection; and
2.3.7. responsible for the development and maintenance of the Carousell Platform and its order management features.
3. Success Fee
The Parties agree that there shall be a success fee (“Success Fee”) payable by you to Carousell for each Successful Transaction. The amount of Success Fee payable is seven per. cent (7%) of the transaction price of the Product (inclusive of shipping fees) on the Carousell Platform.
You will be required to transact only on Carousell Protection and utilize the checkout process hosted on the Carousell Platform. Carousell shall release the amount due to you (less the Fees) once the buyer confirms receipt of the Product(s) on Carousell Protection.
4. Confidential Information
4.1. For the purposes of these Terms "Confidential Information" means, in relation to each party, any information which is disclosed to that party ("Receiving Party") and/or its Representatives by another party ("Disclosing Party") and/or its officers, employees, advisors and/or agents (“Representatives”) pursuant to or in connection with this Agreement, whether orally or in writing and includes information which relates to the business of any of the parties, personal data provided by any of the parties, or any of their principals', clients' or customers' transactions or affairs, such material is marked as being confidential or is by its nature intended to be exclusively for the knowledge of the Receiving Party alone.
4.2. The Receiving Party undertakes to the Disclosing Party that, except as provided by Clause 3.3 below or as authorised in writing by the Disclosing Party, it shall at all times:
4.2.1. secure and keep confidential all Confidential Information;
4.2.2. not disclose any Confidential Information to any other person except to its Representatives whose duties require them to possess or consider the Confidential Information and strictly on a “need to know” basis only; and who shall prior to such disclosure agree to keep such information confidential; and
4.2.3. not use the Confidential Information for any purpose otherwise than as contemplated by and subject of these Terms.
4.3. Clause 3.2 of these Terms shall not prohibit disclosure of any Confidential Information to any other persons where the Receiving Party can demonstrate that such Confidential Information:
4.3.1. was generally available to the public or enters the public domain through no improper action or inaction by the Receiving Party or by anyone to whom the Receiving Party lawfully disclosed the Confidential Information at the point of such disclosure;
4.3.2. was available to the Receiving Party on a non-confidential basis prior to disclosure by the Disclosing Party;
4.3.3. was independently developed by the Receiving Party whether on its own or jointly with a third party or third parties who have had no access to or knowledge of the said Confidential Information; or
4.3.4. is required to be disclosed by any law, judicial order or decision or regulation or rule of any governmental or regulatory authority, whether in Singapore or elsewhere.
4.4. The provisions of this Clause 4 shall survive any termination or expiration of these Terms.
5. Representation, Warranties and Indemnities
5.1. Each party represents to the other parties hereto that:
5.1.1. such Party has full authority and capacity to enter into, execute and deliver these Terms and to perform its obligations and the transactions contemplated hereby;
5.1.2. the agreement and entry into these Terms by such party and its compliance with the terms thereof, do not and will not conflict with or result in a breach of any terms of, or constitute a default under, any agreement, obligation or instrument to which such party is a party or by which it is bound.
5.2. You represent and warrant to Carousell that:
5.2.1. you are the sole owner of the entire right, title and interest in the Product and Content or has the right to license or sublicense the same for which a license is granted under these Terms;
5.2.2. all Products sold on the Carousell Platform are authentic; and
5.2.3. any and all information which has been given in writing or made available by or on behalf of you to Carousell, in relation to the subject matter of these Terms, at any time was when given and remains, true, complete and accurate and not misleading in any way.
5.3. You agree to indemnify and hold harmless Carousell on a full indemnity basis against:
5.3.1. all losses, damages or other liabilities, whether direct or consequential including but not limited to legal costs, Carousell may incur or suffer arising from or in connection with the Products listed by you;
5.3.2. third party intellectual property claims, arising from or in connection to your Content and/or the Products sold by you; and
5.3.3. all actions or claims which may be made against Carousell by reason of the breach of your obligations under these Terms and/or any acts or omissions which may have caused loss, distress, or damage to any person or property.
6. Carousell's Rights
6.1. Subject to clause 6 and 7 below, you acknowledge and agree that Carousell reserves the right, at any time and from time to time to modify or discontinue, temporarily or permanently, the InstantBuy Fashion Seller Programme, (or any part thereof) and shall not be liable in any way to you for any modification, suspension or discontinuance of the InstantBuy Fashion Seller Programme.
6.2. Carousell shall have the right to nominate a representative to, at any given time, access to your Carousell account and insights and be entitled to make copies of all documents and related information solely for the purposes of verifying the number of transactions.
6.3. Carousell shall have the further right to remove your Listings on the Carousell Platform at any time and from time to time should any of these listings are deemed by Carousell to be non-compliant with Clause 2 in these Terms or our Terms of Service and Carousell shall not be liable in any way to you for any indirect or consequential losses, loss of profits or loss of business suffered by you arising out of or in consequence of such removal.
6.4. Notwithstanding anything to the contrary herein, you acknowledge and agree that Carousell shall have the right, at any time and from time to time, to remove all endorsements given to you in relation to the “InstantBuy” badge on the Carousell Platform in the event where Carousell deems that you have failed your obligations set out in Clause 2 of the Agreement and Carousell shall not be liable in any way to you for any indirect or consequential losses, loss of profits or loss of business suffered by you arising out of or in consequence of such removal.
6.5. Ownership of all rights, titles and interest in and to all Intellectual Property Rights of Carousell or embodied in the Carousell Platforms. Nothing contained in these Terms shall be deemed to transfer any such right, title or interest to you in any way.
7. Suspension and Termination
7.1. Either you or Carousell may terminate these Terms or your participation as an authorised InstantBuy Fashion seller by giving the other party one (1) month’s prior written notice.
7.2. Notwithstanding the generality of Clause 7.1 above, Carousell may suspend or terminate your Account and/or access and participation in the InstantBuy Seller Fashion Programme immediately upon written notice being given by Carousell to the Partner if any of the following events shall have occurred:
7.2.1. you breach any of your obligations under Clause 2 or any material terms of these Terms
7.2.2. (where applicable) you enter into liquidation proceedings or enters into a composition with its creditors or is under receivership or judicial management;
7.2.3. (where applicable) you commits an act of bankruptcy under any applicable law, is declared a bankrupt or has bankruptcy proceedings commenced against you or any such analogous event occurs under any provisions under applicable law;
7.2.4. you cease to carry on your business or substantially the whole of your business; or
7.2.5. you are guilty of any act or threatened act which brings Carousell or its related corporations or itself into disrepute or which in Carousell’s opinion is prejudicial to its interests;
7.2.6. in the event of any act, threats of, verbal and/or written abuse against any Carousell user, Carousell Representatives and/or officer. and/or
7.2.7. any part of these Terms ceases to comply with the laws of the Republic of SIngapore and, as a result, any one of the obligations herein cannot be legally performed.
7.3. In the event of a termination or expiration of these Terms (where applicable): (a) the Parties shall consult and use all reasonable efforts to agree an orderly programme for winding-up the activities of the InstantBuy Seller Programme; (b) these Terms and (unless otherwise agreed between the parties) shall automatically terminate except that: (i) the provisions of Clauses 4, 5 and this Clause 7 shall continue as surviving provisions surviving termination or expiration; and (ii) each party shall remain liable for any breach of its obligations which has occurred prior to termination; and (c) you are required to pay Carousell all fees due and payable (where applicable) under these Terms within ten (10) days from the effective date of such termination.
7.4. Termination of these Terms howsoever caused shall not affect the rights of either party under these Terms which may have accrued up to the date of termination.
8. Limitation of Liability
To the extent permitted under the law, Carousell shall not be held responsible and/or liable for: (a) the quality, merchantability or the fitness for any purpose or any other aspect of the Products and/or services offered by you and Carousell shall not at any time be responsible or held liable for any loss, injury, damage or harm suffered by or in connection with the Product and/or services provided by you; (b) the truth, authenticity or accuracy of the Listings, the ability of you to sell items or the ability of buyers to pay for items; (c) the delivery of any items by you; and (d) the true identity, age, nationality, or sense of humour of a user.. All disputes about delivery of, quality or performance of the Product and/or services shall be resolved directly between you and the buyer.
YOU ACKNOWLEDGE AND AGREE THAT YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE INSTANTBUY SERVICES AND YOUR PARTICIPATION AS AN AUTHORISED INSTANTBUY FASHION SELLER IS TO REQUEST FOR TERMINATION OF YOUR INSTANTBUY ACCOUNT AND/OR DISCONTINUE ANY USE OF THE INSTANTBUY SERVICES.
IN NO EVENT SHALL CAROUSELL OR ITS SUBSIDIARIES, AFFILIATES, PARTNERS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE INSTANTBUY SERVICES OR ANY THIRD PARTY CONTENT AND SERVICES, OR ARISING OUT OF OR IN CONNECTION WITH YOUR CONDUCT OR THE CONDUCT OF OTHER USERS IN CONNECTION WITH THE USE OF THEINSTANTBUY SERVICES INCLUDING WITHOUT LIMITATION DEATH, BODILY INJURY, EMOTIONAL DISTRESS AND/OR OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER USERS OR PERSONS YOU MEET THROUGH THE INSTANTBUY SERVICES, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT CAROUSELL WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CAROUSELL’S AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT OF FEES RECEIVED BY CAROUSELL IN RESPECT OF THE SERVICES GIVING RISE TO SUCH CLAIMS. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Nothing in these Terms shall apply to or in any way limit or exclude Carousell’s liability for: (a) death or personal injury caused by its negligence; (b) dishonesty, deceit or fraudulent misrepresentation; or (c) liability which may not otherwise be limited or excluded under any applicable laws and regulations.
9. Right to Vary
The parties agree that Carousell may change, modify, suspend or discontinue, whether temporarily or permanently, the whole or any part of the InstantBuy Seller Programme at any time, for any reason, by updating these Terms on the Carousell Platform or help desk. You will be bound by the term and amended InstantBuy Seller Programme through your continued participation as an authorised InstantBuy Fashion seller after the change(s) become effective. If you do not agree with any amendments you may elect to send a written notice to email@example.com to indicate the withdrawal from the Carousell InstantBuy Seller Programme.
10. Personal Data
10.1. By providing the Carousell with any Personal Data and information pursuant to the InstantBuy Seller Programme, you represent to the Carousell that you consent to and/or has obtained the consent of the relevant party to provide the Carousell with his/her information for the following purposes (“Purposes”): (a) his/her Personal Data and information being collected, used and retained by Carousell, its holding company, its subsidiaries and affiliates (where applicable) for the purposes of processing, administering and managing your participation as an authorised InstantBuy Fashion seller; and (b) the sharing of such Personal Data and information by Carousell and such other third party as the Carousell may reasonably consider necessary for the Purposes. Such third parties will only have access to the Personal Data to the extent necessary to perform their functions. In the event the Partner receives any Personal Data from the Carousell, you agree to: (a) comply with the directions of the Carousell and all relevant obligations under the PDPA; (b) keep the Personal Data under its control and ensure that it shall only process, use or disclose such Personal Data strictly for the purposes as notified to it and consistent with the terms of this Agreement; (c) ensure that it establishes and maintains effective technical and organisational security measures to safeguard the Personal Data from access or use; and (d) not transfer any Personal Data to a place outside of Singapore without the Carousell’s prior consent. Any capitalised terms used which are not defined herein but are defined in the PDPA or in the Terms shall bear the same meaning as set forth in the PDPA or the Terms (as the case may be).
11.1. You and Carousell are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms.
11.2. If any provision of these Terms is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of these Terms shall remain in full force and effect.
11.3. Except as provided herein, any failure by Carousell to exercise a right or require performance of an obligation in these Terms shall not affect Carousell’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach of these Terms constitute a waiver of any subsequent breach.
11.4. You shall not assign any rights or delegate any obligations herein without our prior written consent and any attempted assignment or delegation in contravention of this provision shall be null and void and of no force or effect.
11.5. These Terms constitute the entire agreement between you and Carousell and supersedes all prior or contemporaneous understandings and/or agreements between you and Carousell.
11.6. Any rights or remedies hereby conferred upon any party hereto shall be in addition to and without prejudice to all other rights, powers and remedies available to that party. No exercise or failure to exercise or delay in exercising any right, power or remedy shall constitute a waiver by that party of any other right, power or remedy or prevent the further exercise of that or any other right, power or remedy. Any party may, in its absolute discretion, release or compromise the liability hereunder of any other party hereto or grant to any such party time or other indulgence without affecting the liability of any other party hereunder.
11.7. A person who is not a party to these Terms shall not have any rights under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any term of these Terms.
11.8. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of these Terms.
11.9. Neither party has the power to bind the other or incur obligations on the other’s behalf without the other party’s prior written consent.
11.10. Any notice to be given hereunder shall be in writing and will be deemed given upon delivery if sent by email to the other party at such address as it may have specified. All notices and communications to Carousell can be delivered to Carousell in electronic form to the following email address: firstname.lastname@example.org. Any notice or communication to be provided to you under these Terms can and shall also be validly sent to the email address as provided by you.
11.11. The Parties agree that the terms and mechanics of the InstantBuy Seller Programme are confidential in nature and shall not be disclosed to any third party.
12. Governing Law and Jurisdiction
12.1. These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Singapore.
12.2. Each party irrevocably agrees that the courts of Singapore shall have the non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
Last updated on 21 September 2021