XMLShop Vendor Program Terms and Conditions
These XMLShop Vendor Program Terms ("Terms") are entered into by the Customer (Vendor) signing the XMLShop Service Application/Agreement form that references these Terms. These Terms govern the participation in the XMLShop Vendor Program (the "Program") and any and all interactions between the Customer and XMLShop. These Terms and the Service Application/Agreement are collectively referred to as "The Agreement." XMLShop and the Customer agree and acknowledge the following:
Participation in the Program is subject to XMLShop's prior approval and the continued compliance with the Terms found here. These Terms are subject to change and it is the Customers responsibility to stay up to date with any and all changes that may occur. XMLShop reserves the right to refuse any applicant or cancel the agreement with the Customer at any time in XMLShop's sole discretion. In addition, XMLShop reserves the right to investigate any activity by the customer that is prohibited in this Agreement. By signing the Agreement, The Customer is agreeing to XMLShop loading the Customers product list, and selling it through any and all channels at XMLShop's discretion. Furthermore the Customer agrees that there will be a sale fee for each order received through XMLShop, the sales fee will be the agreed percentage found on the XMLShop Service Application/Agreement formed signed by the customer.
Implementation and Operation of Product Information and Orders.
The Customer agrees to comply with the specifications provided by XMLShop to enable correct information about products and work properly on all channels that XMLShop chooses. The following specifications must be adhered to:
Service Level Agreement.
- Product Information. Product information must be uploaded with the following specifications. Failure to comply will lead to an inability for the Customer to participate in the Program. Any and all pictures that the customer uploads must be void of watermarks, due to being unable to sell them in other channels. Retail names must be absent in all product descriptions, product names, attached documents, etc.
- Price Competition. The Program utilizes a no price competition policy. All prices issued to XMLShop by the Customer will be adhered to by all channels used by XMLShop, and vice versa. If a separate agreement has been made in writing with the Customer than this section is to be discarded by the Customer with said agreement.
- Shipping. The Customer must provide XMLShop with their shipping policies. While XMLShop will allow the Customer to have different shipping prices for some of their shipping partners, overall these prices should in the end average.
- Financing Fees. Credit Card, PayPal, and other financing fees will be discussed and negotiated between XMLShop and the vendor. When the conclusion of negations has satisfied both XMLShop and the Customer, the agreed upon terms will be used.
- Etc. Orders. The Customer will not take mail, phone, or any other order referred to them by one of XMLShop's channels, without putting it through the XMLShop System. The sales fee for these items will be the same as agreed upon, unless otherwise specified in earlier negotiations.
- Inventory. The Customer is solely responsible for all maintenance and operation of the Program. This Agreement specifies that the Customer must update their own product; lists, pictures, prices, stock availability, etc. It is imperative that the Customer does this in order for complete continuity between the Customer and all other XMLShop's sales channels.
Upon the Agreement the Customer will maintain a pre-shipped cancellation percentage of below 1%. A "Pre-shipped Cancellation order" occurs when the Customer has failed to update their inventory with XMLShop, resulting in cancellation of incoming orders due to items not being in stock. This will be calculated by taking the number of pre-shipped cancellation orders in one month and dividing it by the total number of orders (including pre-shipped cancellation orders) occurring in the same month. This will also be calculated for the following orders:
- Shipping Error. Occurs when the address is correct in the system and the Customer ships order to a different address than specified on the order form.
- Item Error. The Customer ships an order that has the wrong item and/or fewer items than requested without contacting the order placer first.
- Quality Error. The Customer's inventory is to be less than 1% defective. A Quality error can result from a manufacturers defect or not packed correctly for shipping and handling.
The Program issues payment to the vendor first for each order that comes through the XMLShop system. Payment is to be issued from the Customer to XMLShop at the end of every month, for the agreed upon sales fee percentage. This payment must be received by XMLShop by the 10th of every month for the preceding month's sales activity occurring through the XMLShop System. XMLShop reserves the right to suspend and/or cancel the Program until said payment is received.
- Cancelled Orders. If the Customer receives an order through XMLShop that is fraudulent, cancelled, returned, etc XMLShop charges no sales fee for this transaction. XMLShop only charges a sales fee when the Customer makes the shipment, and the Customer first makes the money.
- Different Pricing Example. This section is a for instance only. It is intended only for the Customer who agreed upon XMLShop deciding pricing for its sales channels. All numbers are hypothetical and do not apply to the Customer reading it, unless it is the sales fee that the Customer and XMLShop have agreed to, shown on the XMLShop Application/Agreement Form. In this section the hypothetical customer will be referred to as "john" and is an imaginary entity.
- John sells didgeridoos for $100, and has an Agreement with XMLShop whose sales channels also sell johns didgeridoos for $100. In the Agreement a 20% sales fee was agreed upon. Thus John is willing to take $80 of the total sales money. John decided to let XMLShop change the pricing from his own. If XMLShop decided to sell the didgeridoos for $110, XMLShop would receive $30 and John would receive $80 still. If XMLShop decided to sell it for $90 than XMLShop would receive $10 and John would again receive $80 again.
The Customer through this Agreement allows XMLShop to use the Customer's logo, product information, and sales records through the XMLShop system for the following; presentations, marketing material, and financial reports.
XMLShop makes no guarantee regarding the level of impact the Program will have on the Customer's sales revenue. In addition, for the avoidance of doubt, XMLShop does not guarantee the Program will be operable at all times or during any down time (i) caused by outages to any public Internet backbones, networks or servers, (ii) caused by any failures of the Customer's equipment, systems or local access services, (iii) for previously scheduled maintenance or (iv) relating to events beyond XMLShop's control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where XMLShop or the Customer's servers are located or co-located.