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Terms and Conditions for Participating in the Bundatia Program on E-commerce Platforms

These Terms and Conditions (“Agreement”) govern the relationship between ZAFFIRO.AGENCY KLG (“ZAFFIRO”) and the individual (“User”) who registers to open an online shop for Ningbo Eliot International Trade Co., Ltd (“NEIT”) within the framework of a collaboration between NEIT and ZAFFIRO, known as the Bundatia Program.

By accepting these Terms and Conditions, the User agrees to the following provisions:

1. User Information

The User provides personal data including, but not limited to, name, address, email address, phone number, and credit card details for the purpose of opening, operating, and promoting their online shop. The User consents to ZAFFIRO using this data for marketing, promotional, and administrative purposes related to the shop and the Bundatia Program. All personal data will be stored securely and in compliance with the Swiss Data Protection Act (DSG). ZAFFIRO will not sell, rent, or share the User’s personal data with third parties outside of the purposes outlined in this Agreement without the User’s explicit consent.

2. ZAFFIRO’s Obligations

ZAFFIRO is responsible for compiling a comprehensive monthly sales report for the User’s online shop. This report will include, but is not limited to: total revenue, breakdown of sales, percentage share of fees, expenses incurred, and any other relevant financial data. ZAFFIRO ensures the data’s accuracy and commits to delivering these reports electronically, either through a secure online platform or email, by the end of the month following the reporting period. The reports will be transparent, following best accounting practices and standards, and will allow the User to gain a clear understanding of their shop’s financial performance.

3. Verification Fee

The verification fee is not levied by ZAFFIRO but by the marketplace operator for the purpose of validating the User’s payment method and ensuring the security of its platform. This fee, amounting to approximately 1 USD, will be charged on the User’s credit card at the initiation phase of opening an online shop. The User acknowledges and agrees to this one-time, non-refundable fee. ZAFFIRO bears no responsibility for this charge unless it is erroneously levied multiple times or in circumstances outside of the described process.

4. Remuneration

Revenue-Sharing Model

The User’s earnings are based on a revenue-sharing model derived from the online shop’s profits. The User is entitled to a 25% share of the net profits that ZAFFIRO receives from NEIT. Net profits are determined after all operating expenses, fees, and costs have been deducted from the gross revenue.

5. Payout

Earnings accrued by the User will be calculated monthly, covering sales from the 1st to the 31st of each respective month. Payouts will be made to the User at the end of the month following the billing period. The User will receive funds via the method they have selected in their profile, be it bank transfer, online payment platforms, or other agreed-upon methods. Any fees associated with the transfer or receipt of funds are to be borne by the User.

6. Definition of a Successfully Established Shop

A shop is considered ‘successfully established’ under the following conditions:

 

a) The shop has been officially opened on the platform specified by ZAFFIRO.

b) A mandatory waiting period of 2 weeks has been observed post the shop’s opening.

 

This 2-week waiting period is crucial for internal processing and to ensure the shop’s readiness for further setup and operations. NEIT will commence the setup and configuration of the shop only after the conclusion of this 2-week period.

7. Closure of Shops

The stability and continuity of shops are subject to various factors, many of which are beyond ZAFFIRO’s control. Platforms like Etsy, among others, have been known to occasionally close shops without explicit reasons. While ZAFFIRO strives to ensure the longevity and success of each shop, the following must be acknowledged by the User:

a) ZAFFIRO reserves the right to close any shop without prior notice if the User breaches any guidelines, terms, or fails to adhere to platform requirements. 

b) ZAFFIRO is not liable or responsible for the closure of shops by third-party platforms. No guarantees are provided regarding the permanence or uninterrupted operation of any shop. 

c) In the unfortunate event of a shop’s closure by a third-party platform, ZAFFIRO will make reasonable efforts to communicate with the platform and strive to reinstate the shop. However, the outcome is not guaranteed and is subject to the third-party platform’s discretion and policies.

Users are encouraged to frequently check the guidelines of third-party platforms, stay updated with their policies, and act responsibly to ensure the continuous operation of their shops

8. Shop Opening Requirements

To open a shop, the User must meet the following criteria:

  • Reside in one of the countries on the approved list.
  • Be at least 18 years old.
  • Own a personal credit or debit card. Prepaid cards are not accepted.

9. Shop Opening Procedure

The shop must be created with the assistance of ZAFFIRO and following the guidelines provided by ZAFFIRO. It’s imperative for the User to input their credit card details and personal information, including necessary documentation. Once the shop is created, the User must grant ZAFFIRO full access to the shop. During the setup process, the User must not log in to the shop at any time.

Additionally, ZAFFIRO reserves the right to initiate the opening of one or more online shops (Amazon, Zaffiron etc.) of ZAFFIRO’s choice without the direct supervision or explicit consent of the Registrant. In such cases, all other terms and conditions outlined in this Agreement will still apply to the operation of the shop(s).

10. Operational Responsibility

Upon setting up the shop, ZAFFIRO assumes full responsibility for its operation. This includes, but is not limited to, product listing, pricing, marketing activities, and customer interactions. This model operates similarly to a franchise system, where ZAFFIRO takes on all operational responsibilities. This ensures that the User has no tax or legal obligations concerning the shop’s business activities.

11. Data and Privacy Assurance

The User is required to share certain personal and financial information for the purpose of setting up and running the shop. ZAFFIRO pledges to handle such data with utmost care, ensuring its confidentiality and protection against unauthorized access, as per prevailing data protection laws. 

For information regarding the collection, use, and disclosure of your personal information, please refer to our Privacy Policy, which is incorporated into these Terms and Conditions by reference.

12. Tax Implications and Responsibilities

Given ZAFFIRO’s complete operational control over the shops, the User is exempted from direct business-related tax obligations. However, the revenue shared with the User may be subject to personal income tax or other forms of taxes as per the User’s local jurisdiction. It remains the User’s responsibility to report such income, if necessary, and manage any personal tax implications. Users are advised to consult with their local tax advisors or authorities for clarity.

13. Intellectual Property Rights

The User acknowledges and agrees that all intellectual property rights related to the online shop, including but not limited to trademarks, logos, copyrighted materials, designs, and patents, belong solely and exclusively to NEIT. Any unauthorized use, reproduction, or misrepresentation of these intellectual property rights is strictly prohibited without the prior written consent of NEIT. Users found in violation of this clause may face legal consequences and termination of this Agreement.

14. Termination

a) By ZAFFIRO: ZAFFIRO.AGENCY KLG reserves the right to terminate this Agreement under the following circumstances:

  • Material breach of any provision by the User.
  • Unauthorized use of intellectual property.
  • Any actions or behaviors that might harm ZAFFIRO’s reputation or business. 

Upon termination for any of the aforementioned reasons, the User’s access to the online shop, participation in the Bundatia Program, and any pending payouts will be suspended or withheld.

b) By User: This Agreement has a minimum term of 2 years, during which the User may not terminate the Agreement. After the initial 2-year term, the User may terminate this Agreement by providing written notice of at least 30 days to ZAFFIRO. Upon termination by the User, the User may not be entitled to any unpaid remuneration or future earnings from the Bundatia Program and must return the $50 reward if the shop is closed by the User.

15. Dispute Resolution

For all disputes arising from or in connection with this Agreement, including any disputes about the validity, interpretation, performance, or termination of the Agreement, the parties agree to first attempt to resolve the matter amicably through negotiations. If the parties are unable to reach a resolution within 30 days, the dispute shall be referred to mediation or arbitration in accordance with the rules and procedures of the Swiss Chambers’ Arbitration Institution (SCAI) or any other mutually agreed-upon mediation or arbitration organization

16. Governing Law and Jurisdiction

This Agreement is governed by and interpreted in accordance with the laws of Switzerland. Any legal action or proceedings arising from or in relation to this Agreement must be brought exclusively in the courts of Basel, Switzerland. Both parties waive any objections based on lack of personal jurisdiction or forum non conveniens.

17. Entire Agreement

This Agreement represents the complete understanding and agreement between ZAFFIRO and the User, superseding all prior negotiations, discussions, and agreements, whether oral or written, related to the subject matter contained herein.

18. Modification of Term

ZAFFIRO.AGENCY KLG retains the right to modify, revise, or replace these Terms and Conditions at its discretion. If a revision is significant, ZAFFIRO will provide at least 30 days’ notice prior to any new terms taking effect. Material changes will be determined solely at ZAFFIRO’s discretion. Continued participation in the Bundatia Program by the User after modifications signifies acceptance of the revised terms.

19. Good Faith, Loyalty, and Common Sense

The parties undertake to act in good faith and to apply common sense within the framework of this Agreement. In the event of ambiguities or disputes arising from this Agreement, the parties undertake to find an amicable solution in the spirit of good faith and taking into account common sense.

Amended as of January 05, 2023