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Shopee Change of Mind Returns Program (“Program”) is a program on Shopee where certain sellers approved by Shopee (“CMR Seller”) will be able to enjoy the rights and privileges described in these Terms of Service (“CMR Terms of Service”) when Buyers create orders on Shopee during a CMR Run (defined below). By submitting an application to participate in the Program (or by continuing to participate in the Program), you shall be deemed to have consented to the terms and conditions described in this CMR Terms of Service.

These CMR Terms of Service supplement the Terms of Service, Privacy Policy, Refunds and Return Policy and the other Shopee Policies, of which these CMR Terms of Service forms a part. Any terms that are used in these CMR Terms of Service that are not defined here will have the meanings given to such terms in the Terms of Service and/or the applicable Shopee Policy. All terms and conditions described in these CMR Terms of Service are subject to change at Shopee’s discretion pursuant to the Terms of Service. 1. Program Term

a. A CMR Run refers to a single 1 calendar month period in which the CMR Seller participates in the Program, starting at 00:00:00 GMT+8 of the first calendar day of such period and ending at 23:59:59 GMT+8 of the last calendar day of such period. Shopee may revise the duration of the CMR Runs and/or the CMR Run schedule at any time at its sole discretion. b. Sellers who are not existing CMR Sellers must communicate their intent of participation (and submit all required forms and/or documents) through the Seller Center no later than 2 full calendar days prior to the commencement of the upcoming CMR Run. By way of illustration, if CMR Run 1 starts at 00:00:00 GMT+8 1st of January, Sellers must express their intent of participation no later than 23:59:59 GMT+8 29th of December.

   c.     An existing CMR Seller shall be deemed to have consented to participate in the upcoming CMR Run unless the CMR Seller has communicated its intent to discontinue in accordance with Clause 5 below. Such continued participation shall be deemed to have been approved by Shopee, unless notified otherwise by Shopee

d. Shopee shall have the sole and absolute discretion to determine whether or not to approve any Seller’s participation (including an existing CMR Seller’s participation) in a CMR Run, including the right to revoke any approval following an initial approval. Shopee shall have no obligation whatsoever to provide any Seller with any reasons for Shopee’s decision.

e. Once a Seller’s participation in the upcoming CMR Run is confirmed by Shopee, such Seller shall be considered a CMR Seller and must participate in the Program for the entire duration of the upcoming CMR Run. 2. Program Benefits

a. Marketing Support

i. During a CMR Run, each CMR Seller will receive such marketing support from Shopee as may be determined by Shopee at its sole discretion and notified by Shopee to CMR Seller from time to time, which may include (but is not limited to) the inclusion of Seller’s products in other Shopee in-app marketing materials.

b.   RSF Benefit

i. CMR Seller acknowledges that: 1. Buyers may apply for returns and/or refunds of purchased products (“Product”) from time to time in accordance with the Terms of Service and the Refunds and Return Policy (“RR”); and 2.  pursuant to the Refunds and Return Policy, CMR Seller may be required to bear certain return shipping fees (“RSF”): a.   For Mall / Cross Border / FBS Sellers, RSF refers to the shipping cost required to transport the Item from the Buyer to the relevant warehouse for inspection during a RR. b.  For all other Sellers, RSF refers to the cost required to transport the Item from the Buyer directly to the Seller during a RR. ii. Under the Program, CMR Seller’s liability to bear the RSF (if any) in respect of any RR arising out of any Eligible Order shall be waived, subject always to Clause 2(b)(v) and to such restrictions (including restrictions intended to deter fraudulent activities or abuse of benefits) as may be notified by Shopee to CMR Sellers in writing from time to time (“RSF Benefit”). Shopee may implement the RSF Benefit through such method as may be notified to CMR Sellers from time to time, including by not charging CMR Sellers for RSFs or by reimbursing CMR Sellers. For the purpose of this CMR Terms of Service, “Eligible Order” means any order generated on the Site that:

1. meets such minimum order value as may be notified by Shopee to CMR Sellers in writing from time to time; 2.  was generated when the relevant CMR Seller was enrolled in the Program; and 3.  was shipped out by the Seller to the Buyer. iii. For avoidance of doubt:

1. the RSF Benefit may be applied after the end of the CMR Run as long as the relevant RR had arisen from an Eligible Order generated during the CMR Run, even if the CMR Seller is no longer enrolled in the Program at the time that the RSF Benefit is applied; and 2. the RSF Benefit covers the RSF under the Refunds and Return Policy only, and does not cover any other shipping fee (including, but not limited to, fees for any return-to-seller deliveries).

iv. Shopee may at any time suspend the RSF Benefit and charge the full RSF (or any part thereof) if and when Shopee determines (at its sole and absolute discretion) that the CMR Seller has engaged in fraudulent or suspicious activity and/or transactions or is in breach of any Shopee Policy.

v. The RSF Benefit will only apply if the Buyer raises the relevant RR no later than the end of the 90 calendar day period commencing on the date on which the Eligible Order was created. By way of illustration, if the Eligible Order is created at 11:00:00AM GMT+8 on the 5th of April, the RR must be raised before 23:59:59PM GMT+8 on the 3rd of July in order for the RSF Benefit to apply.

    c. Return to Seller (RTS) Benefit

i. Under the Program, CMR Seller’s liability to bear the RTS Fees (if any) in respect of any failed delivery arising out of any Eligible Order shall be waived, subject always to Clause 2(c)(iii) and to such restrictions (including restrictions intended to deter fraudulent activities or abuse of benefits) as may be notified by Shopee to CMR Sellers in writing from time to time (“RTS Benefit”). Shopee may implement the RTS Benefit through such method as may be notified to CMR Sellers from time to time, including by not charging CMR Sellers for RTS Fees or by reimbursing CMR Sellers without the need for CMR Sellers to manually submit claims.

ii. The RTS Benefit shall only be applicable in respect of any Eligible Order where:

1.    the parcel was never acknowledged as successfully received by the Buyer;

2.    the parcel was successfully returned to the CMR Seller (“Return-to-Seller”); and

3.    the parcel consists of the same items and is of the same condition as at the time it was shipped out to the Buyer,

(each such Eligible Order that satisfies such conditions shall be deemed a “RTS Eligible Order”).

iii. For avoidance of doubt:

1.   “RTS Fees” refers to the total amount of shipping fees incurred in connection with an RTS Eligible Order, comprising (i) shipping fees incurred in respect of the delivery attempts to the Buyer, and (ii) shipping fees incurred in respect of the return of the RTS Eligible Order to the Seller.

2.   The RTS Benefit may be applied after the end of the CMR Run as long as the relevant Return-to-Seller had arisen from an RTS Eligible Order generated during the CMR Run, even if the CMR Seller is no longer enrolled in the Program at the time the RTS Benefit is applied.

iv. Shopee may at any time suspend the RTS Benefit and charge the full RTS Fees (or any part thereof) if and when Shopee determines (at its sole and absolute discretion) that the CMR Seller has engaged in fraudulent or suspicious activity and/or transactions or is in breach of any Shopee Policy.

v. The RTS Benefit will only apply if the Return-to-Seller was initiated no later than the end of the 90 calendar day period commencing on the date on which the Eligible Order was created. By way of illustration, if the Eligible Order is created at 11:00:00AM GMT+8 on the 5th of April, the successful return must be completed before 23:59:59PM GMT+8 on the 3rd of July in order for the RSF Benefit to apply.

    d.  Change of Mind Returns i. CMR Seller acknowledges that in connection with the Program, Buyers may apply for a RR in respect of any Product forming part of any Eligible Order on the basis of a change of mind (i.e. without the need to raise issues relating to the quality of the Item) (“COM RR”), subject to and in accordance with the Refunds and Return Policy, and provided always that all of the Product(s) within the requested COM RR fall within the category of “Eligible Products” as identified and maintained by Shopee. Shopee shall have the sole and absolute discretion to determine from time to time which Products constitute Eligible Products.

ii. For avoidance of doubt, Buyers will be able to raise a COM RR on an Eligible Product as long as it formed part of an Eligible Order, even if CMR Seller is no longer enrolled in the Program at the time the COM RR is raised.

iii. CMR Seller acknowledges and agrees that Shopee’s decision in connection with any COM RR (including any decision under the Refunds and Return Policy) is final, conclusive and binding on CMR Seller.

3. Program Fee

a. Shopee charges a service fee (“Program Fee”) for each Eligible Order. The Program Fee is borne by the CMR Sellers, and may vary between different CMR Sellers and CMR Runs. The amount of the Program Fee applicable to a CMR Seller in a CMR Run shall be notified to such CMR Seller approximately 1 calendar month prior to the commencement of such CMR Run.

b. The Program Fee is inclusive of value-added tax. Shopee shall issue Official Receipts for the Program Fee upon request. Request for Official Receipts shall be made on or before December 31 of every calendar year.

c.    The Program Fee shall be charged by Shopee through such method as may be notified by Shopee from time to time, including by (i) deducting the Program Fee from the Buyer’s Purchase Monies following the completion of each Eligible Order and remitting the balance to the CMR Seller in accordance with Section 11.2 of the Terms of Service, or (ii) deducting the aggregate Program Fees in respect of all Eligible Orders completed in a particular calendar month from any monies due to the CMR Seller.

d. CMR Seller shall notify Shopee in the event that CMR Seller is required to withhold applicable taxes on the Program Fee, and shall provide the Certificate of Withholding Tax (BIR Form No. 2307) prior to Shopee remitting back the amount of withholding tax.

e. For avoidance of doubt:

i. the Program Fee shall be charged on all Eligible Orders, even if the CMR Seller is no longer enrolled in the Program at the time the Eligible Order is completed,  and/or a successful RR has been raised in respect of such Eligible Order; and

ii. the Program Fee applies in addition to any other fees under the Terms of Service and/or Shopee Policy, if applicable.

4. Each CMR Seller shall ensure that it represents and communicates accurate information in relation to the Program to any prospective Buyers.

5. Notice of Discontinuation

a. CMR Sellers participating in the current CMR Run who no longer wish to participate in the upcoming CMR Run can express their intent to discontinue their participation for the upcoming CMR Run by notifying Shopee through Seller Center.

b. Such intent of discontinuation must be communicated to Shopee no later than 2 full calendar day prior to the commencement of the upcoming CMR Run. By way of illustration, if the upcoming CMR Run starts at 00:00:00 GMT+8 1st January, CMR Seller must communicate its intent to discontinue before 23:59:59 GMT+8 29th December.

6. CMR Seller acknowledges and agrees that Shopee may for any reason, in its sole discretion suspend or terminate any CMR Seller’s participation in the Program (or any part thereof) with immediate effect, without notice or liability or compensation to such CMR Seller, and without prejudice to Shopee’s rights and/or remedies for any breach by the CMR Seller of these CMR Terms of Services. Grounds for such actions may include, but are not limited to:

a. CMR Seller being in breach of any of these CMR Terms of Service, any Shopee Policy or any other agreement the CMR Seller may have with Shopee;

b. CMR Seller has provided any incorrect, false or incomplete information to Shopee;

c. Shopee is of the view that the CMR Seller has caused harm (or is likely to cause imminent harm) to Shopee or any of its personnel, or has engaged in any potentially fraudulent or suspicious activity and/or transactions.

Last updated:  1 July 2023