Terms and Conditions of ZALORA Advertising Platform Services

Last Updated On 20 December 2023

Terms and Conditions of ZALORA Advertising Platform Services

These Terms and Conditions shall be entered into with the Client separately and independently by each ZALORA entity based on the country where the Services are being performed.

(1)

Where the Services are being performed in Singapore, Hong Kong, and Taiwan, “ZALORA” shall be Jade E-Services Singapore Pte.Ltd. (UEN No. 201134432E) existing under the laws of Singapore, having its registered office at 7 Temasek Boulevard, #35-01/02/03 Suntec Tower 1, Singapore 038987

(2)

Where the Services are being performed in Malaysia, “ZALORA” shall be Jade EServices Malaysia Sdn. Bhd. (Company Registration No. 201101044885) existing under the laws of Malaysia, having its business address at Unit 13-1, Level 13, Mercu 3, No.3, Jalan Bangsar, KL Eco City, 59200 Kuala Lumpur, Malaysia.

(3)

Where the Services are being performed in the Philippines, “ZALORA” shall be BF Jade E-Services Philippines Inc. (Securities and Exchange Commission Registration No. CS201122067) existing under the laws of the Philippines, having its principal office at MCX E-Commerce Center, Daang Hari and Daang Reyna Junction, Muntinlupa-Cavite Expressway (MCX) Rotunda, Brgy. Poblacion 1776 Muntinlupa City.

(4)

Where the Services are being performed in Indonesia, “ZALORA” shall be PT. Fashion Marketplace Indonesia (Company Registration No. 120214061962) existing under the laws of the Republic of Indonesia, having its registered office at Capital Place Lantai 26, Jl. Jenderal Gatot Subroto Kaveling 18, Kuningan Barat, Mampang Prapatan, Jakarta Selatan, DKI Jakarta - 12710.

In these Terms and Conditions, your company shall be referred to as the “Client”.

ZALORA and the Client shall each be referred to as a “Party” and collectively the “Parties”.

The Client agrees and acknowledges that the Services provided by each ZALORA entity are separate and independent of the other entities and each ZALORA entity providing Services enters into a contract on its own.

This page sets out the terms and conditions (the “Terms and Conditions”) on which your company may engage us to provide marketing support services (“Services”) to promote your company's goods on the ZALORA Platforms. Please read these Terms and Conditions carefully before signing up to the Ordering Platform or placing any order (“Order”) for our Services. By signing up to the Ordering Platform or for our Services, you indicate that your company accepts these Terms and Conditions and that your company agrees to abide by them.

1. Definitions and Interpretation

1.1 In these Terms and Conditions, the following definitions apply:

(a)

“Ads Wallet” means the wallet located in the Ordering Platform;

(b)

“Client’s Materials” means all works and materials provided by the Client to ZALORA for the performance of the Services, including but not limited to trademarks, logos, articles, photos, videos, and music;

(c)

“Fees” shall mean all Fees to be paid by the Client to ZALORA as set out in the Order;

(d)

“Services” shall mean the services to be performed by ZALORA which are described in an Order;

(e)

“Order” means an order submitted by the Client to purchase Services, and which includes a description of the Services depending on the selection made by the Client;

(f)

“Ordering Platform” means the ZALORA ads platform (also known as MARKETINGbyGFG), where Orders for Services can be placed;

(g)

“Taxes” means any government-imposed taxes, charges and levies in relation to the Fees, including direct and indirect taxes, where applicable;

(h)

“Wallet Credit” means the balance which is contained in the Ads Wallet;

(i)

“ZALORA Platforms” means the website(s), app(s), social media account(s) (including but not limited to Facebook, Instagram, X, TikTok) and other advertising services or platform accounts owned by, controlled by, managed by or are the subject of a contract for services with ZALORA;

1.2 Capitalized definitions in the Order(s) shall have the same meaning in these Terms and Conditions.

1.3 Unless the context requires otherwise:

(a) words and expressions that are defined in any statute or regulation shall bear the same meaning in these Terms and Conditions;

(b) words importing the singular number shall include the plural and vice versa;

(d) references to persons shall include bodies of persons whether corporate or incorporate.

1.4 Any reference in these Terms and Conditions to any statute or statutory provision shall be construed as referring to that statute or statutory provision as the same may from time to time be amended, modified, extended, re-enacted or replaced (whether before or after the date of these Terms and Conditions) and including all subordinate legislation made under it from time to time.

1.5 Headings contained in these Terms and Conditions are for reference purposes only and shall not be incorporated into these Terms and Conditions and shall not be deemed to be any indication of the meaning of the clauses and sub-clauses to which they relate.

1.6 If there is conflict in meaning between these Terms and Conditions and an Order, these Terms and Conditions shall prevail. These Terms and Conditions constitute the whole agreement between the Parties and supersedes and replaces any prior written or oral agreements, representations, or understandings between them. Any term in any document furnished by the Client which is in any way inconsistent with or in addition to the terms contained in these Terms and Conditions herein is expressly rejected

2. Orders

2.1 The Client may procure the Services to be performed by ZALORA by submitting an Order on the Ordering Platform. Each Order shall be made in the following manner:

(a) On the Ordering Platform, the Client shall select, from the various package(s) being offered to the Client, the relevant packages which set out the Services that the Client wishes to purchase. Upon confirmation of the selected packages, an Order shall be submitted to ZALORA for consideration.

(b) After ZALORA has considered the Order submitted, the Client will receive a confirmation setting out whether the Order has been accepted or rejected by ZALORA. Each Order submitted, for which ZALORA has sent a confirmation to the Client communicating acceptance, constitutes a binding contract incorporating these Terms and Conditions.

2.2 Once an Order has been confirmed by ZALORA, no amendment may be made to it except by agreement of Parties to the Order.

2.3 The Client hereby agrees that Orders may be placed by ZALORA on behalf of the Client where the Client has provided authorisation for ZALORA to manage the Client’s Ordering Platform account. Any Orders placed by ZALORA on behalf of the Client shall be deemed automatically confirmed and may not be amended by the Client.

3. Payment

3.1 For each Order accepted by ZALORA, the Client will receive an invoice setting out the Fees payable to ZALORA in the relevant currencies, through the relevant payment methods and in accordance with the payment terms stated in the Order.

3.2 Within the Ordering Platform, Fees may be paid via credit card, wire transfer or a deduction of Wallet Credits.

3.3 If the Client fails to pay any undisputed Fees in accordance with the payment terms, such past due payments shall accrue daily interest at the rate of 6% per annum.

3.4 Unless otherwise agreed, ZALORA shall commence performance of the Services only after its receipt of the Fees in full.

3.5 ZALORA may set off the Fees against any amounts due from any ZALORA or affiliate to the Client, whether under an Order or any other agreement.

3.6 All Fees and payments arising from any Order shall be subject to indirect Tax at the prevailing rate, where applicable. ZALORA shall receive its Fees and payments net of Taxes and without any withholdings, deductions or set-offs. For the avoidance of doubt, all Taxes, charges and levies shall be borne by the Client, where applicable.

4. Wallet Credits

4.1 Wallet Credits may be obtained in the following ways:

(a) purchased by the Client on the Ordering Platform through the relevant payment methods and in accordance with the payment terms set out therein;

(b) marketing commitment credited by ZALORA based on a separate agreement between the Parties; and/or

4.2 Unless otherwise agreed, only Wallet Credits that have been purchased by the Client on the Ordering Platform through credit card or wire transfer can be used for campaigns outside of the ZALORA website or mobile app.

4.3 Wallet Credits are non-refundable, as may be permitted by law, and have a fixed validity period. The validity of the Wallet Credits will be shown on the Ordering Platform.

4.4 The Client will receive three (3) expiration reminders as notification of any expiring Wallet Credits (excluding free credits).

4.5 Any Wallet Credits that are not utilised during their validity period shall expire, as may be permitted by law. However, the Client agrees that ZALORA shall have the right to utilise, for and on behalf of the Client, any Wallet Credits which have a validity period remaining of three (3) months or less. The decision to exercise its right to utilise expiring Wallet Credits shall be at ZALORA’s sole discretion. The Client will receive a notification prior to the start of the utilisation of any expiring Wallet Credits (excluding free credits). Selection of the Services in order to utilise expiring Wallet Credits may be discussed with the Client but where this is not practicable, Client agrees that the Services shall be selected by ZALORA in its sole discretion.

5. Parties’ Covenants and Warranties

5.1 ZALORA:

(a) shall endeavour to perform the Services in all material respects during the relevant dates and periods agreed with the Client in the relevant Order. If ZALORA is unable to perform any Services set out in an Order for any reason, ZALORA shall re-perform such Services on the dates or periods to be agreed between the Parties. This shall be the Client’s sole remedy for any failure to perform the Services.

(b) shall be responsible for complying with all applicable laws and regulations, including media content and advertising laws, regulations and guidelines. ZALORA reserves the right to approve, reject, cancel or remove any Client’s Materials or URL link provided to it if, in its reasonable opinion, such Client’s Materials are likely to or have infringed applicable laws and regulations, contains offensive, disparaging, violent, political or religious content, is likely to infringe third party’s intellectual property rights, or is likely to bring ZALORA into disrepute.

(c) warrants to the Client that it is a business duly organized and in good standing in its jurisdiction of organization and has full power and authority to execute and be fully bound by these Terms and Conditions.

5.2 The Client:

(a) shall provide all documents, the Client’s Materials and all other information which are necessary for ZALORA’s performance of the Services in a timely manner. If ZALORA’s performance of the Services is prevented or delayed by any act or omission of the Client, ZALORA shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client. However, any failure of the Client to provide the necessary Client’s Materials for ZALORA’s performance of the Services shall be deemed as the Client’s failure and ZALORA shall not be required to perform such Services;

(b) shall comply with all applicable data privacy and data protection legislation and regulations as may be amended from time to time (“Data Legislation”) in relation to any personal data or personal information (as may be defined under any Data Legislation) which may be disclosed by ZALORA to the Client under these Terms and Conditions or accessed by the Client in connection with these Terms and Conditions (“ZALORA Personal Data”). The Client shall protect the ZALORA Personal Data against unauthorized access or disclosure using at least a standard equivalent to the requirements set out in the Data Legislation. The Client shall not disclose or transfer the ZALORA Personal Data to any third party without ZALORA’s prior written consent. Upon any termination of an Order or ZALORA’s written notice, the Client shall delete all copies of ZALORA Personal Data in its possession or control. The Client shall immediately notify ZALORA of any breach of this Clause.

(c) shall comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption which are hereby incorporated into these Terms and Conditions by reference. ZALORA shall have the right to audit for compliance with this Clause.

(d) warrants to ZALORA that:

(i) it is a business duly organized and in good standing in its jurisdiction of organization and has full power and authority to execute and be fully bound by these Terms and Conditions.

(ii) it owns the Client’s Materials or has obtained all necessary licences, consents and permissions for ZALORA’s use, storage, display, reproduction, communication to the public and making available of the Client’s Materials under these Terms and Conditions;

(iii) the Client’s Materials:

(a) are factually accurate;

(b) do not contain any fraudulent, deceptive, or misleading statements;

(d) do not infringe third party’s intellectual property rights;

(e) will not in any manner that causes any reputational damage to ZALORA or any third party;

(iv) ZALORA’s use, storage, display, reproduction, communication to the public and making available of the Client’s Materials in accordance with the performance of the Services shall not infringe the rights of any third party or violate any applicable law, regulation, code or guideline.

6. Intellectual Property Rights

The Client hereby grants ZALORA a non-exclusive, perpetual, royalty-free, worldwide licence to use, store, display, reproduce, communicate to the public and make available the Client’s Materials on the ZALORA Platforms for the purposes of (a) ZALORA’s performance of the Services, and (b) internal non-commercial reference and archival. ZALORA shall not use the Client’s Materials for any other purpose. Unless otherwise specified in writing, all works and materials produced by ZALORA under an Order for the Client shall be owned by ZALORA.

Except as expressly stated in these Terms and Conditions: (i) nothing in these Terms and Conditions shall affect either Party’s ownership in its own intellectual property rights; and (ii) neither Party transfers, assigns, sub-licenses or otherwise grants the other Party any right, title or ownership interest in any of its intellectual property rights.

7. Confidentiality

Each Party undertakes that it shall not during the duration in which the Order is in force and for a period of three (3) years after termination, disclose to any person any confidential information concerning the business and affairs of the other Party, except that a Party may disclose confidential information (a) to its directors, officers and employees on a need to know basis for the purposes of performing this agreement; (b) is subject to an obligation to disclose under law, or that is required to be disclosed by any competent regulatory authority; or (c) with the prior written consent of the disclosing Party. Confidential information does not include information about a Party that is already legitimately in the public domain without breach of any obligation of confidentiality.

8. Liability

Neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party (a) of an indirect or consequential nature or (b) which consists of any economic loss or other loss of turnover, profits, business or goodwill.

The Client shall indemnify and hold harmless ZALORA and their affiliates, shareholders, directors, employees, agents, successors, and assigns (“Indemnified Party”) from and against any and all liabilities, costs (including court costs and attorney’ fees), penalties, fines, damages, and losses, suffered or incurred by an Indemnified Party in connection with (a) any claim of actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the supply, marketing, sale or use of the Client’s Materials in accordance with these Terms and Conditions, or (b) the negligent performance, fraud or wilful misconduct of the Client or its directors, officers, employees, professional advisors or subcontractors.

Except with respect to any liability arising under this Clause, the maximum aggregate liability in relation to any liability arising under any Order for (a) ZALORA on the one hand, or (b) the Client which executed the Order on the other hand, shall be an amount equal to the Fees payable by the Client under the Order.

9. Force Majeure

Neither Party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control (including but not limited to natural disasters, pandemics, epidemics, riots, insurrection, war, or threat of war, civil disturbance, terrorism, fire, or restrictions, public regulations, prohibitions, interferences or measures of any kind on the part of any governmental, parliamentary or local authority, or degradation of telephone or other communications services, including but not limited to, degradation of all or part of Internet services affecting the ZALORA Platforms) (“Force Majeure Event”), provided that the affected Party gives the other Party prompt written notice of, and takes reasonable steps to mitigate the effects of, the Force Majeure Event. Either Party may immediately terminate any Order by providing written notice if the effects of a Force Majeure Event extends beyond thirty (30) days.

10. Disclaimer of Warranties

The ZALORA Platforms and the Services are provided on an “as-is,” and “as available” basis. Other than as expressly stated herein, ZALORA hereby disclaim all representations and warranties, express or implied, including but not limited to any implied warranties of merchantability or fitness for a particular purpose and including any implied warranties arising from course of dealing or course of performance. Without limiting the generality of the foregoing, ZALORA specifically disclaims any warranty regarding (a) the ZALORA Platforms, (b) the number of persons who view, access or click on the Client’s Materials, (c) any benefit that might be obtained from having the Client’s Materials promoted hereunder, (d) the quality of clicks, actions, impressions, or installs delivered or how much of a listing is displayed across the network, and (e) the error-free, disruption-free or interruption-free nature of the ZALORA Platforms and Services. Further, ZALORA does not guarantee any return on investment.

11. Termination

Either ZALORA or the Client may terminate any Order (a) upon fifteen (15) days prior written notice to the other Party, or (b) immediately upon written notice to the other if (1) other Party materially breaches any provision of these Terms and Conditions and fails to cure the breach, if such is a curable breach, within five (5) days after notice thereof, or (2) the other Party becomes insolvent or files a voluntary or involuntary petition in bankruptcy, a receiver is appointed for the assets of the other Party, or the other Party makes an assignment for the benefit of creditors.

12. Consequences of Termination

Upon termination of any Order pursuant to Clause 9 or Clause 11:

(a) If the Services have merely been partially performed at the time of such termination, ZALORA shall refund to the Client a part of the Fees equivalent to the part of the Services which have yet to be performed, less the costs which ZALORA may have incurred following acceptance of such Order pursuant to Clause 2.1(b);

(b) If the performance of the Services have yet to commence at the time of such termination, ZALORA shall refund the full amount of Fees to the Client, less the costs which ZALORA may have incurred following acceptance of such Order pursuant to Clause 2.1(b);

(d) Upon the Client’s request, ZALORA shall as soon as practicable return to the Client, or at the Client’s option, destroy all material copies of the Client’s Materials except that ZALORA may retain one (1) copy for non-commercial internal reference and archival.

13. Governing Law

These (i) Terms and Conditions and (ii) any Order shall be governed by:

The laws of Singapore where the Services are being performed in Singapore, Hong Kong, and Taiwan;
The laws of Malaysia where the Services are being performed in Malaysia;
The laws of the Republic of the Philippines where the Services are being performed in the Philippines;
The laws of the Republic of Indonesia where the Services are being performed in Indonesia.

14. Dispute Resolution

The Parties shall try to resolve any dispute arising out of these Terms and Conditions and/or any Order (“Dispute”) by negotiation in good faith within thirty (30) days of a notice of a dispute from either party, failing which, either Party may refer the Dispute to be finally resolved as follows:

(1) Where Services are being performed in Singapore, Hong Kong, and Taiwan: By arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC for the time being in force. The seat of the arbitration shall be Singapore. The tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.

(2) Where Services are being performed in Malaysia: By the Malaysian courts.

(3) Where Services are being performed in the Philippines: By the Philippines courts.

(4) Where Services are being performed in Indonesia: By arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC for the time being in force. The seat of the arbitration shall be Singapore. The tribunal shall consist of one (1) arbitrator. The language of the arbitration shall be English.

15. General

We may amend these Terms from time to time. All amendments to these Terms and Conditions will be effective immediately. We will use commercially reasonable efforts to generally notify you of any material changes to these Terms, such as through a notice to you via the Ordering Platform. However, it is your sole responsibility to review these Terms regularly to check for such changes. We will also update the “Last Updated” date at the top of these Terms, which reflect the effective date of such Terms. Your continued use of the Services after the effective date of any change to these Terms will constitute your acceptance of that change. If you do not agree to the new Terms, you must inform us within seven (7) days after the date of the notice. If any change to these terms is found invalid, void, or for any reason unenforceable, that change is severable and does not affect the validity and enforceability of any remaining changes or conditions. The Client agrees that ZALORA may use personal information provided by the Client or its representatives in order to communicate with the Client about the Services, new products, services, content, and other offerings or for any other business purpose. Neither Party may assign nor transfer its rights to any third party without the written consent of the other Party. Save for the affiliate(s), no person who is not a Party shall have any right to enforce or enjoy the benefit of any of these Terms and Conditions. Any notice to be given under any Order shall be valid if it is in writing and delivered by email to the following email addresses: (a) for ZALORA, to the Partnerships Department at ads@zalora.com and Legal Department at legal@zalora.com and (b) for the Client, to the email address provided by the Client. All email notices shall be deemed to be duly served on the next working day following the date of the email. Failure by a Party to enforce at any time or for any period of time any provisions of these Terms and Conditions shall not be construed as a waiver of such provisions and shall in no way affect a Party’s right to later enforce such provisions. Nothing in these Terms and Conditions constitutes a relationship of principal and agent or partnership between the Client and ZALORA or any of its affiliates, employees, agents or subcontractors. Any provision of these Terms and Conditions which by implication is intended to continue in force on or after completion or termination of an Order shall survive the completion or termination of an Order.