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1. INTRODUCTION

1.1 Welcome to the Shopee International Platform Program (“SIP Program”). This Program is an additional service provided by Shopee Philippines, Inc. and its affiliates (“Shopee”) where registered Sellers based in the Philippines (“Philippines Seller”) that list items for sale on or through the website www.shopee.ph (the “Philippines Site”) via a shop on the Philippines Site (“Philippines Shop”) may simultaneously list their products on and through the website, and mobile app, or any other internet domain property of Shopee (hereinafter collectively referred to as “Overseas Sites”). This International Platform Terms of Service (“SIP TOS”) is intended to cover the activities provided by Shopee to Philippines Sellers under this SIP Program including, without limitation, facilitating transactions between Philippines Seller and an overseas buyer (“Buyer”) under this SIP Program. If you are a Philippines Seller, you will be deemed to have consented to the terms and conditions of the SIP TOS and other policies, of which these SIP TOS forms a part, by your continued participation in the SIP Program. These SIP TOS supplement the Terms of Service and the other relevant policies – please read the Terms of Service and the other policies available on the Philippines Site as they contain important information regarding your rights and obligations. Any terms that are used in these SIP TOS that are not defined here will have the meanings given to such terms in the Terms of Service and/or the applicable policies. All terms and conditions described in these SIP TOS are subject to change at Shopee’s discretion pursuant to the Terms of Service.

1.2 Shopee reserves the right to change, modify, suspend or discontinue all or any part of this SIP Program at any time or upon notice as required by relevant laws. Shopee may release certain services of the SIP Program or their features in a beta version, which may not work correctly or in the same way the final version may work, and we shall not be held liable in such instances. Shopee may also impose limits on certain features or restrict your access to parts of, or the entire, SIP Program in its sole discretion and without notice or liability.

1.3 If you wish to withdraw from the SIP Program, you are required to contact us at +02 8 880 5200 or through the Philippines Site. Once we have received your instructions, we will proceed to remove your listings from the Overseas Sites. Please note that it may take up to 7 business days for all your listings to be removed from the Overseas Sites and you are required to continue to fulfil any orders made during this period.

1.4 In the event of any discrepancies between the terms in other policies and this SIP TOS, this SIP TOS shall continue to apply.

2. SALE OF ITEMS ON OVERSEAS SITES

2.1 You hereby expressly and unconditionally authorize Shopee to enable your shop and items to be listed for sale on your behalf on the Overseas Site. Shopee will optimize your shop and assist Buyers to place orders from your shop. Once a Buyer on the Overseas Site places an order, that order information will be synchronized and shown to you, and you must fulfil the delivery of the order.

2.2 You will decide the listing price of the items in the Philippines Shop (“Philippines Listing Price”) which Shopee may incorporate logistics costs, import and customs duties and taxes, exchange rate fluctuations and conversion, and factors relating to the Buyer (“Overseas Listing Price”); provided, that the Overseas Listing Price shall be based on the Philippines Listing Price.

2.3 You will decide the category and quantity of items for sale in your Philippines Shop. If you enroll in the SIP Program, all items listed by you on the Philippines Shop will be listed on the Overseas Shop by default, unless (i) otherwise limited by Shopee, (ii) the items are restricted in accordance with the laws of the Philippines, or (iii) you request specific items to be excluded from the Overseas Sites.

2.4 Once an order is placed by a Buyer on an Overseas Site, Shopee will inform you of the type and quantity of the items ordered, and you will be responsible for preparing and arranging for the order to be shipped to the warehouse in the Philippines designated by Shopee.

2.5 Once the item has arrived at Shopee's warehouse in the Philippines, the item will be transported to the port of the country where the Buyer resides by a logistics service provider designated by Shopee.

2.6 Shopee will, on your behalf, assist Buyers during the transaction process on the Overseas Site.

2.7 You agree that each sale through the SIP Program will only be consummated, and title and risk to the item will only be transferred to the Buyer, at the time the Buyer has received the item without any claims/disputes in accordance with the Shopee Guarantee policy. For the avoidance of doubt, Shopee shall not take title, or bear any inventory risk, of any goods sold through the SIP Program at any time whatsoever.

2.8 Sales proceeds for completed SIP Program transactions, after deducting fees payable to Shopee, related costs and charges (including but not limited to return and logistics costs), as well as relevant duties and tax deductions will be credited to you upon expiry of the Shopee Guarantee, unless you have applied for the Simplified Billing Cycle (as defined below). For the avoidance of doubt, Shopee shall be entitled to retain the difference (if any) between the Overseas Listing Price and the Philippines Listing Price as part of the service fee applicable to the SIP Program.

2.9 You are entitled to a simplified billing cycle ("Simplified Billing Cycle"), in which Shopee will pay you the proceeds of the sale after deducting any fees payable to Shopee and taxes for each SIP Program transaction within 07 business days from the date the items arrive at the warehouse specified by Shopee in the Philippines. For the avoidance of doubt, even if you are subject to Simplified Billing Cycle, all terms in this SIP TOS will continue to apply to you. Upon the occurrence of a Non-Completion Event (defined below), you agree to refund to Shopee the relevant sale proceeds received as well as all costs, fees and charges associated with the Non-Completion Event; and hereby authorise Shopee to, without prejudice to its other rights and remedies in the law or Shopee policies, deduct such amounts from your Seller Balance or Shopee account without your further approval.

2.10 Shopee reserves the right to discontinue the Simplified Payment Cycle by giving you 7 days' prior notice.

2.11 Goods that are sold to Buyers through the SIP Program and have been exported outside of the Philippines shall not be returnable to the Philippines Seller or refundable to Buyers by Philippines Sellers. Subject to Clause 2.7, in the event of customer dissatisfaction relating to the goods, Philippines Seller agrees that Shopee: (i) may provide a remedy to the Buyer (at its sole discretion), (ii) may dispose of the item (at its sole discretion), and (iii) has no obligation to return the item to Philippines Seller.

2.12 If an SIP Program transaction cannot be completed for any reason before the goods have been exported outside of the Philippines ("Non-Completion Event"), you have the right to request a return of the item at your own expense within 03 business days from the date of the Non-Completion Event ("Return Request Period"). If you do not request a return of the item within the Return Request Period, you are deemed to have waived your right to request a return of the item, and you hereby agree and authorize Shopee to destroy or dispose of the relevant item at your expense. If you request a return/fund of the item, you shall bear all costs associated with its return to you. The returned item can be returned to you at the warehouse designated by Shopee or the address designated by you in the Philippines.

3. YOUR RIGHTS AND OBLIGATIONS

3.1 The operation of your Philippines Shop and the process of listing and selling goods on the Philippines Site will not change due to the SIP Program. You will continue to transact in accordance with the Shopee policies of the Philippines Site, and you will remain responsible for customer service on the Philippines Site. Shopee is responsible for customer service for overseas Buyers.

3.2 You undertake to deliver the item according to the description and declare the weight of the item truthfully in the Seller Centre.

3.3 Before shipment, you shall properly package the item in accordance with national or industry standards of the importing country, and the packing standards specified on the Philippines Site. Shopee shall not be liable for, and you shall hold Shopee harmless from, any Non-Completion Events caused by your failure to comply with this clause.

3.4 Until the item is transferred to the Buyer, you understand and agree that you bear all risks associated with the item and the transportation of the item to the Buyer. You undertake that you have insured the full value of the item with appropriate coverage (including but not limited to risks associated with successful delivery of the item to the Buyer). In the event that the item is damaged or lost during transit, you agree that Shopee shall not be liable for any damages, costs, expenses, or charges arising from such damage or loss of the item; and Shopee will, on behalf of you and Buyer, work with the logistics company to handle the relevant issues. You hereby expressly agree to the outcome of the settlement between Shopee and the logistics company in relation to lost or damaged Goods.

3.5 You agree to issue invoices to Buyers in connection with each successful transaction through the SIP Program within 05 days from the date you receive an invoice request from Shopee or Buyer. You shall ensure that all taxes, fees and charges applied to the item or included in the price of the item (if any) are applicable in accordance with law and reflected in your invoice. Shopee does not provide any legal or tax advice in this regard, and assumes no legal or tax liability in connection with your sale of items overseas or your participation in the SIP Program. You agree to provide Shopee with evidence of any taxes, fees, charges you have incurred (other than personal income tax). For the avoidance of doubt, unless expressed separately by each item, the price of items shown on the invoice shall be construed as inclusive of all taxes, fees and charges (except personal income tax).

3.6 Orders will be subject to reasonable inspection by Shopee and Shopee may reject any product or order that is damaged, does not comply with the requirements in the order, is not properly described in the listing of the item, is not properly packed, or has grounds to be considered counterfeit/counterfeit or violates Shopee's Terms of Service or Policies.

4. DISCLOSURE OF INFORMATION

4.1 You acknowledge and agree that your legal information on the Philippines Site including any information or documents you have provided to Shopee as a Seller may be disclosed by Shopee at the request of any government authorities whether in the Philippines or overseas (such as import and export declarations, and invoice issuance) to protect the legitimate rights and interests of consumers and implementation of laws and regulations.

4.2 You shall not disclose to third parties any non-public information or data provided to you by Shopee.

5. SHOPEE'S RIGHTS AND OBLIGATIONS

5.1 Shopee reserves the right to vary or limit the type and quantity of items in the Overseas Shop.

5.2 Shopee reserves the right to decide on the optimization of Overseas Shops and arrange other activities such as marketing, communication, and trade promotion.

5.3 Shopee reserves the right to charge you fees in accordance with this SIP TOS.

5.4 Shopee reserves the right to correct the declared weight of the item without notifying you if you fail to honestly or accurately declare the weight/weight of the item.

6. LIMITATIONS OF LIABILITY; INDEMNITY

6.1 Shopee does not assume any express or implied warranties or guarantees, or other liability to you in relation to the SIP Program.

6.2 Shopee is not a party to the transaction between you and the Buyer, and does not have any obligation to participate in any dispute resolution process related to an order placed with you by a Buyer. You will independently assume legal responsibility for all claims, disputes, and liability associated with all sales in the SIP Program.

6.3 By listing and selling items through the SIP Program, you are directly entering into a sales transaction with Buyers. Except for the rights and obligations stipulated in these SIP TOS, Shopee shall not assume any responsibility or warranty for the items that you list for sale. Shopee is not responsible for any damages, investigations, or penalties, including damages caused to any third parties, arising from the listing of your items. Shopee reserves the right to cancel any order created through the SIP Program in the event that the transaction violates or is likely to violate the law or the Shopee Policies.

6.4 You agree to indemnify, defend and hold harmless Shopee, and its shareholders, subsidiaries, affiliates, directors, officers, agents, co-branders or other partners, an employees (collectively, the "Indemnified Parties") from and against any and all claims, actions, proceedings, investigations, regulatory inquiries and suits (hereinafter a “Proceeding”) and all related liabilities, damages, settlements penalties, fines, costs and expenses (including, without limitation, any legal fees or other dispute resolution expenses) incurred by any Indemnified Party arising out of or relating to: (a) any transaction made on the Overseas Sites, or any dispute in relation to such transaction, (b) the Shopee Guarantee, (c) your violation or breach of any term of these Shopee International Platform Terms of Service or any policy guidelines referenced herein, (d) your use or misuse of any of the Services, (e) your breach of any law or any intellectual property rights or other rights of a third party, or (f) any Content uploaded by you.

6.5 In the event of any Proceeding against or directed at Shopee or any Indemnified Parties in any Philippine or overseas jurisdiction in which your products are listed for sale pursuant to the SIP Program, you agree that Shopee or any Indemnified Parties subject to such Proceeding may implead or name you, or disclose your identity and related information, in any such Proceeding and that you, to the fullest extent permissible under the applicable law, (a) will consent to and will not oppose the exercise of jurisdiction over you in any such Proceeding, (b) will not assert any claims, counterclaims, or cross-claims against Shopee or any Indemnified Parties in any such Proceeding, and (c) will consent to accept service of process in connection with any such Proceedings, and will consent to service via email insofar as service via email is deemed to be a valid form of service under law.

7. FEES AND TAXES

7.1 Fees and charges under the Shopee Terms of Service and Shopee policies continue to apply to you.

7.2 Where the tax policy of the importing country (Buyer's country) imposes tax obligations on you, you agree to authorize Shopee and/or its affiliates and/or the Overseas Site to deduct the tax payable from your sales revenue, as well as any import and customs duties and fees. For the avoidance of doubt, you are solely responsible for declaring and paying personal income tax in accordance with Philippines law.

7.3 Shopee reserves the right to charge you a handling/support fee for merchandise-related violations (subject to VAT) in additional to any other measures.

8. WITHDRAWAL AND TERMINATION

8.1 Shopee may terminate your participation in the SIP Program at any time, with or without reason, including but not limited to the following:

(a) You breach any obligations, warranty or commitments under this SIP TOS;

(b) You breach any of Shopee's policies, terms, regulations, notices;

    (c) Shopee believes that you are not eligible to continue participating in the SIP Program.

Last updated 6 September 2023