SELLER AND FREELANCER AGREEMENT 

Last Updated December 22^nd, 2024 

Welcome to Octopios! 

These are the terms and conditions of the Seller Agreement ("Agreement") between you and OCTOPIOS ECOMMERCE COMPLEX - L.L.C - S.P.C and its affiliates (“Octopios”) regarding the use of Octopios.com or any mobile applications (collectively referred to herein as “Octopios Marketplace”) to sell your products. 

By completing the registration process and clicking the “Register” button, you agree to be bound by this Agreement, the User Terms and Conditions (“Terms”), Product Listing Policy and Privacy Policy, which are incorporated by reference in this Agreement. This Agreement will not take effect unless and until you have fully activated your seller account and have been verified by Octopios. 

Octopios may update this Agreement at any time. Any changes to this Agreement will be posted on this page. Once posted, the new Agreement will be effective immediately. By continuing to access Octopios Marketplace or use its services, you will be considered to have accepted the updated Agreement. 

1. Seller Use of Octopios Marketplace

1.1 A commission will be charged for each transaction per the commission structure set out in Annex 1, or as separately agreed between the parties.  

1.2 This Agreement is between the sellers (“Seller(s)”, or “You”) and Octopios.    

1.3 Your eligibility to register as a Seller and the creation of your account is described in the Terms.  

1.4 A Seller account will have the following core features (which may be added to or modified, or suspended for maintenance purposes, from time to time at the sole discretion of Octopios): 

• Company Profile: allows each Seller to display and edit basic information about its business, such as year and place of establishment, estimated annual sales, number of employees, and products and services offered, etc. 
• Products: allows each Seller to display and edit descriptions, specifications and images.  

1.5 Octopios has the right to change, upgrade, modify, limit or suspend any functionalities or applications, at any time, temporarily or permanently, without prior notice.  

2.Seller Responsibilities  

2.1 You represent and agree that: 

• You have full power and authority to accept this Agreement and to fulfill your obligations under this Agreement; 
• The information and documents submitted during the registration process are true, accurate, current and complete, and You will maintain and update all information and documents to keep them true, accurate, current and complete while your Octopios account is active; 
• You consent to Octopios including information about You or your business in our database, and authorize Octopios and our affiliates to share or use the information as described in our Privacy Policy; 
• You are solely responsible for obtaining all required licenses, permits and certifications for the Content (as defined in the Terms) that You submit, post or display; 
• Content that You submit, post or display for sale is not counterfeit or stolen and does not otherwise violate any of copyright, patent, trademark, trade name, trade secrets or any other rights of any third party; 
• You have the right and authority to sell, trade, distribute or export the products listed on Octopios Marketplace, and the listing of these products does not violate any third-party rights (for example, exclusive agency or distribution agreements); and 
• Neither You, your company, its directors and officers nor affiliates are the subject of any trade restrictions, sanctions or other legal restrictions of any country, international organization or jurisdiction. 

2.2 You further agree that the Content that You submit, post or display will: 

• be true, accurate, complete and legal; 
• not contain information that is defamatory, libelous, threatening, harassing, obscene, explicit, offensive, or otherwise objectionable; 
• not contain information that is discriminatory or promotes discrimination; 
• not violate the Product Listing Policy, the Terms, or any other additional agreements with Octopios; 
• not violate any applicable laws and regulations or promote any activities which may violate them; and 
• not post any link directly or indirectly to other websites which include content that violates the Terms. 

2.3 Additionally, you agree that You will: 

• carry on activities on Octopios in compliance with any applicable laws and regulations; 
• conduct your business transactions with other Octopios users in good faith; 
• carry on your activities according to this Agreement, and any other applicable agreements; 
• upload all requested order data for every transaction to the Octopios Marketplace; 
• not use Octopios to defraud any person or entity; 
• not impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity; 
• not manipulate feedback through multiple user accounts or third parties, by leaving positive feedback for yourself, or unjustified negative feedback for another user; 
• not copy, reproduce, download, republish, sell or distribute any information, text, images, graphics, video clips, sound, directories, files, databases or listings, available on or through Octopios for any purpose;  
• not engage in spamming, phishing or spreading viruses; 
• not use Octopios solely to collect information about other users;  
• not use information provided to You during the course of a transaction on Octopios to solicit additional sales offline; and 
• not engage in any activities that would create liability for Octopios.   

2.4 In its sole discretion, Octopios has the right to remove a posting or listing or suspend or terminate any account, if it learns of a violation or suspected violation of any of the points under Clauses 2.1-2.3, or for any reason it considers appropriate. Octopios will not be liable for compensation or damages to the Seller. 

2.5 Seller represents, warrants and undertakes that:

• it shall obtain and retain throughout the Term all third party and regulatory approvals, licenses, consents and rights necessary to perform its obligations under this Agreement, including with respect to the supply of the Products in the UAE; 
• it shall fully comply and will at all times continue to fully comply with all applicable law including, without limitation: 
• anti-bribery, anti-corruption, export control and sanctions laws; 
• consumer protection laws; 
• import regulations, including with respect to type approvals; and 
• customs duties and other applicable taxes under the Applicable Law. 
• the supply of the Products in accordance with this Agreement does not infringe any third party’s Intellectual Property Rights; 
• the Products conform to the required quality and safety standards in the UAE; 
• all Products are new (and not refurnished or used) and free from any defects in design, material and workmanship; and 
• the Products conform to the description provided to the Buyer by Supplier. 

3.Transactions Between Buyers and Sellers  

3.1 Through its website and related applications, Octopios provides a marketplace for buyers and sellers to interact with one another for the sale and purchase of products. Octopios does not represent either buyers or sellers in any transaction and is not a party to any agreement between them. 

3.2 Buyers and sellers must agree on and create their own contractual terms and upload the order details of each transaction to the Octopios Marketplace. 

3.3 Octopios does not control the quality, legality, safety, pricing or availability of the products offered for sale on octopios.com, the ability of sellers to complete a sale or the ability of buyers to complete a purchase.  

3.4 By accessing or using Octopios Marketplace, You accept the risks of conducting any transaction, as well as any related activities, such as storage, shipment, delivery, and return of products.    

3.5 Octopios is not liable for unsatisfactory or delayed performance, losses, damages or business interruptions as a result of products which are unavailable, damaged or not delivered.   

3.6 Octopios may, but is not required to, mediate or attempt to resolve any dispute or disagreement between buyers and sellers, but will not be responsible for the resolution of such dispute.   

3.7 Please Contact Us to report any issues or violations of these terms.   

3.8 UAE Sellers will accept the returns of items or orders from customers within the time frame that is stipulated by Octopios, based on the return & refund policy. Octopios will have the responsibility of delivering the items back to the seller within 5 days after the return request has been approved  

3.9 International Sellers will accept the returns of items or orders from customers within the time frame that is stipulated by Octopios, based on the return & refund policy.   

4.Invoicing and Taxes  

4.1 The primary invoicing relationship is between Seller and Buyer; therefore, Seller will not issue any invoices to Octopios for the sale of products. Seller are solely responsible for issuing and submitting an invoice to the Buyer directly, as agreed between Seller and Buyer, but at latest at the time of delivery.  

4.2 Where applicable, for Octopios to transfer the sales proceeds, you must upload a copy of each transaction tax invoice and proof of delivery to the Seller Centre. Payment will be made per Clause 5. 

4.3 Octopios will issue an invoice to You for any commissions or other fees to be paid by You, with VAT included, as applicable.   

4.4 You will be responsible for collecting, reporting, and payment of all applicable taxes. If Octopios collects taxes from a buyer on your behalf as part of a transaction payment, you remain liable for reporting and payment to the proper authorities. 

5.Transaction Processing and Payment of Sales Proceeds 

NOTE: This clause applies to all purchases made through the Buy Now feature, in addition to negotiated transactions when payment is made by the Buyer through credit card, bank transfer, or cash on delivery (COD) transactions.   

5.1 You authorize Octopios to act on your behalf solely for purposes of:

• collecting and processing payments from the Buyer,  
• refunds and adjustments for your transactions,  
• receiving and holding sales proceeds from the Buyer,  
• remitting sales proceeds to your bank account, or 
• withholding or offsetting sales proceeds from other sales and deducting amounts You owe to Octopios, or that are under dispute with the Buyer. 

5.2 Octopios is only obligated to pay sales proceeds to You when the transaction payment is made by the Buyer. Under no circumstances will Octopios be liable for any claim of non-payment by the Buyer.  

5.3 When Octopios receives payment from the Buyer for an order, you agree that the Buyer has fulfilled its obligation to pay You and You will not pursue the Buyer directly for payment of funds. 

5.4 Before remitting sales proceeds to you, Octopios will deduct the following amounts:  

• refunds due to buyers for the return of products or order cancellations; 
• any resolution of a dispute in favor of the Buyer; and 
• any commission, logistics or other fees due to Octopios, per this Agreement or any other agreement with Octopios.  

5.5 For orders sold by Sellers in the UAE and are delivered, and invoices that are uploaded to the Seller Centre between the 1st and 15th of each month, Octopios will pay the net amount due to You within 7 working days. Net proceeds for all orders delivered and invoices uploaded after the 15th of each month will be paid within 7 working days of the following month. Proceeds will be paid to the bank account provided to Octopios. If the bank account details that have been provided to Octopios are not correct, you will be paid per the above schedule, based on when the correct information is provided to Octopios. 

5.6 For orders sold by Sellers outside the UAE, payments will be processed based on the agreed payment channel.  

5.7 If a refund is made to a Buyer for the return of products, order cancellation or as resolution in a dispute, Octopios may:

• offset any amounts that are payable by You to Octopios from any sales proceeds that may be owed to you; or  
• invoice You for amounts due to Octopios, which must be paid upon receipt; or 
• obtain reimbursement from You through any other legal action.  

5.8 If Octopios determines that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to repeatedly violate this Agreement, the Terms or other policies, then Octopios is not obligated to act on your behalf to procure payments from the Buyer and may permanently withhold any payments to you.  

6.Third-Party Sites or Services  

6.1 Octopios may give You access to third-party sites or services through hyperlinks, API or other means. You should review the third-party terms and conditions, as Octopios has no control over and does not monitor such sites. Octopios will not be liable to You for the content of these sites or your use of them. 

6.2 Octopios may offer You third-party services, such as payment gateways, financing and delivery services. These services may be subject to a separate agreement between You and the service provider. Under no circumstances will Octopios be liable to You for the use of such services.  

6.3 Third-party services may be subject to separate fees. You will be informed of such fees prior to the performance of the services. 

7. Liability 

7.1 The services provided by Octopios and the products displayed on octopios.com are provided “as is”, “as available” and “with all faults”.  

7.2 You agree to defend Octopios, our affiliates, directors, officers and employees against any and all third-party losses, claims and liabilities (including legal costs) which may result from (i) your violation of any applicable laws or this Agreement; (ii) use of Octopios Marketplace or its services (or third-party services or sites offered through Octopios); (iii) your products, including the offer, sale, refund, cancellation, return, or adjustments; (iv) your taxes or the collection, payment, or failure to collect or pay your taxes, or the failure to meet tax registration obligations or duties; or (v) actual or alleged breach of any representations You have made. You agree to fully compensate Octopios for such losses.   

7.3 Octopios has the right to take control of any legal matter subject to Clause 7.2. 

7.4 Octopios will not be liable to pay any consequential, indirect, punitive or incidental damages (including but not limited to damages for loss of profits or savings, business interruption, loss of information), resulting from your use of Octopios Marketplace, or any third-party services or sites offered through Octopios. 

7.5 The above clauses will apply whether or not Octopios has been advised of, or should have been aware of, the possibility of any losses.

8.Cooperation with Authorities

8.1 Octopios has the right to cooperate fully with governmental or regulatory authorities or law enforcement in the investigation of any suspected criminal or civil wrongdoing.  As permitted by applicable laws and policies, Octopios may disclose a seller's identity and contact information regarding a seller's account, transactions or activities carried on octopios.com. Octopios will not be liable for damages due to such disclosure, and You agree not to bring any claim against Octopios for the disclosure. 

9.Term and Termination 

9.1 The term of this Agreement will begin on the date your registration is verified and continues until terminated by either Octopios or you. Octopios may terminate or suspend this Agreement or your account for any reason at any time. You may terminate this Agreement or any Octopios service for any reason, at any time, by closing your account.   

10.Force Majeure

10.1 Neither You nor Octopios will be liable for failing to fulfill any obligation under this Agreement that result from circumstances beyond either party’s reasonable control, such as natural disasters, pandemics or war.  

11.Intellectual Property

11.1 “Octopios” and its related logos and words on Octopios Marketplace are registered trademarks of Octopios and are protected by international trademark and other intellectual property rights and laws. Octopios’s trademarks may not be used in connection with any service or products other than Octopios, without its written consent. All other trademarks not owned by Octopios that appear on Octopios Marketplace are the property of their respective owners, who may or may not be affiliated with Octopios.  

11.2 Octopios is the sole owner or lawful licensee of all the rights and interests in Octopios Marketplace and its content. Octopios Marketplace and its content contain trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in Octopios Marketplace and its content belong to Octopios. All other rights are reserved. 

11.3 If You believe that any content on octopios.com violates your intellectual property or other third-party rights, please contact legal@octopios.com. 

12.Notices 

12.1 All notices or demands to Octopios must be made in writing and sent personally, by courier or by email to: Attn: Octopios Legal, Musaffah, Abu Dhabi, United Arab Emirates – Email: legal@octopios.com.  

12.2 All legal notices or demands on a seller will be delivered to the last known email address provided by to Octopios, unless otherwise required by specific laws or regulations. 

13.General Clauses 

13.1 Unless You have any additional agreements with Octopios, this Agreement represents the entire agreement between You and Octopios as to your use of the website and any related applications or services, overriding any prior written or verbal agreements that may have been made.  

13.2 This Agreement does not create an agency, partnership, joint venture, employment or franchise relationship between You and Octopios. 

13.3 If any clause of this Agreement is considered invalid or unenforceable, such clause will be deleted and the remaining clauses will remain valid and enforceable. 

13.4 If Octopios does not enforce its rights or act against any breach by You under this Agreement, it does not mean that Octopios is waiving its rights to enforce actions against You in the future.  

13.5 Octopios has the right to assign this Agreement to any person or entity. You may not assign this Agreement to any person or entity, without written consent from Octopios. 

13.6 This Agreement is governed by and construed according to the laws and regulations of the United Arab Emirates as applied in the Emirate of Abu Dhabi. Any dispute, difference, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, discharge and applicable remedies, will be subject to the exclusive jurisdiction of Abu Dhabi Courts.