Yoho Marketplace Terms of Service

Yoho Marketplace Terms of Service (the “Terms of Service”)

1. Scope

Yoho Hong Kong Limited, together with its subsidiaries or affiliated companies are collectively referred to as “we”, “us”, the “Company” or “YOHO”, owns and operates the Yoho online marketplace (the “Platform”. A registered seller (“you” or the “Merchant”) may list and sell its products or services to the public via the Platform. The Platform is currently under the domain name of www.yohohongkong.com but may extend to different websites or mobile applications in the future. 

You will have the opportunity to sell your products on the Platform. YOHO is entitled to accept purchases on behalf of the seller. The service provided by YOHO is limited to referring customers to you and accepting orders and payments on your behalf. In addition, we may provide you with sales analytics and additional marketing support at our sole discretion. This support may be reflective of the agreed level of commission.

By using the Platform or other related services provided by YOHO, you agree to be bound by the terms and conditions set forth in this Terms of Service.

You authorise us to accept binding orders from customers on your behalf.

YOHO may carry out changes to the Platform, or suspend the service, without notice.

2. YOHO’s rights and obligations

YOHO shall design, develop, operate, maintain and promote the Platform, and shall endeavour to make available the Platform for open facilitating transactions between you and end-customers.

YOHO shall have the right to terminate the relationship with you with immediate written notice if, in YOHO’s sole opinion, you bring or attempt to bring YOHO’s name into disrepute.

You acknowledge that the relationship between customers and YOHO is governed by the general terms and conditions available on the website.

3. Merchant’s rights and obligations

At your best efforts and good faith, you shall procure and make products available for sale through the Platform, and shall update the inventory level as soon as you become aware of any products running out of stock.

You shall provide comprehensive and up-to-date catalogues, materials, sales literature, product information and training concerning the products in English and Chinese in accordance with YOHO’s requirements.

You shall fulfil any customer order within the promised delivery window;

You shall provide continuing support and assistance to YOHO to facilitate the Platform’s operations and offer reasonable post-sales customer services.

You shall ensure that the products offered for sale on the Platform are on no less favourable terms than those offered by you to your other customers in Hong Kong.

You shall strictly comply with all applicable laws, rules and regulations in the Territory, including but not limited to the Trade Descriptions Ordinance (Cap 362), the Competition Ordinance (Cap 619), the Consumer Goods Safety Ordinance (Cap 456), the Supply of Services (Implied Terms) Ordinance (Cap 457) and YOHO’s policies and/or guidelines in relation to the operations of the Platform, fair trade practices and product safety;

You shall maintain a general or excess liability insurance policy which in aggregate is sufficient and appropriate to cover liabilities caused by or occurring in conjunction with the operation of your business on the Platform, including product liability and bodily injury, with policies naming YOHO and its assignees as additional insureds;

You shall not provide any products which may (a) constitute an infringement or offence under any applicable law; (b) be harmful or detrimental to YOHO or its reputation, or which violates any restriction or policy established by YOHO from time to time after such restriction or policy is communicated to you in writing; (c) expose either you or YOHO to the risk of any regulatory, legal or administrative action including prosecution under any applicable law; and

Upon YOHO’s request, you shall provide YOHO with supporting documents (such as credentials or certificates) for the purposes of verifying authenticity of products and their description and regulatory compliance.

4. Commission

You agree to pay us a fixed percentage of the gross revenue from the sales made through the Platform as commission. Depending on the category it may be appropriate to agree different commission percentages for certain items or product categories.

YOHO may start charging additional fees for the sale of goods through the platform at any point. These may include but are not limited to, listing fees, multiple photos fees and enhanced marketing fees. In the event of the introduction of further fees, you will be notified prior to their commencement in writing.

YOHO reserves the right to adjust the percentage commission, provided that suitable notice is served in advance to you. YOHO will give you adequate notice of any commission changes, in writing. This does not cover adjustments that constitute a material change of the contract terms, which would require an additional agreement on the change.

5. Customer online payment

In case of electronic payment by the customer (e.g. by credit card, debit card, or FPS), YOHO collects the payment for the relevant order in YOHO’s name on behalf of you, and pays it out to you according to the merchant agreement.

YOHO shall only pay you the proceeds, net of commission and other fees, from sales of products when such revenue is not subject to any refund or chargeback requests filed by any financial institution, payment processing company, customer or other third party and is not otherwise deemed to be a suspicious transaction in YOHO’s sole opinion.

You will keep receipts of deliveries to customers for at least 180 days and make those available on request. YOHO reserves the right to withhold payment in respect of such orders if you fail to present any evidence of fulfilment.

6. Indemnification

The Merchant shall fully indemnify and hold harmless Yoho, and its respective officers, employees, consultants, agents and representatives against any and all claims, demands, liabilities, damage and/or expenses arising at any time, including without limitation (a) by reason of any gross negligence, fault, deliberate omission or wilful misconduct of the Merchant of its employees, consultants, agents and representatives; (b) by reason of any breach by the Merchant of any of its undertakings, warranties or obligations hereunder (including any breach of applicable laws, rules and regulations by the Merchant); and (c) product liability.

The Merchant shall fully indemnify and keep YOHO fully indemnified against all claims, demands, liabilities, damage and/or expenses arising at any time from any infringement or alleged infringement of any intellectual property rights, including without limitation, copyright, proprietary interests, trade secrets, confidentiality, patent, registered design, trademark or trade name by or in connection with the use of distribution or resale or possession of the products and/or the associated software.

7. Privacy

Both parties are obliged to treat confidentially the content of this Terms of Service, as well as all other information and data they acquire in connection with the partnership, and not use it for purposes outside the scope of this contract or pass it on to third parties. This obligation shall survive the termination of the contract. Both parties are obliged to follow privacy laws and accordingly handle all data related to customers, suppliers and business partners.

8. Intellectual property

The Merchant grants to YOHO and its affiliates a non-exclusive and royalty-free licence to display the intellectual properties of the Merchant for the purposes of facilitating the sale, purchase, and promotion of the products and performing its obligations in relation to operating the Platform. YOHO acknowledges that, unless otherwise agreed in writing, it will not acquire any intellectual property rights and that they are, and shall remain, vested in the Merchant or its licensors.

Both parties acknowledge and agree that YOHO may use pre-existing proprietary software, methodology techniques, tools, algorithms or other intellectual properties and that YOHO may also create additional intellectual properties (together “Yoho Intellectual Property) in the performance of its obligations. The Merchant acknowledges that, unless otherwise agreed in writing, it will not acquire any right, title, or interest in respect of all Yoho Intellectual Property and that they are, and shall remain, vested with YOHO or its licensors.

9. General terms and conditions

We reserve the right at any time without any justification to revise the content of our site, the Platform (including all the services offered by us) and these terms and conditions. Any changes to these terms and conditions will be posted on our Platform or site and by continuing to use our site, the Platform or any of our service following any such change you will signify that you agree to be bound by the revised terms and conditions of use. This right includes the right to change any of the documentation which forms part of these terms and conditions.

If and to the extent that any provision hereof is held to be illegal, void, or unenforceable, such provision shall be given no effect and shall be deemed not to be included in this Terms of Service but without invalidating any of the remaining provisions hereof.

No failure or delay by any party in exercising any right or remedy provided by law under or pursuant to this Terms of Service shall impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy.

You shall not assign or otherwise deal with its rights and obligations under these terms and conditions, whether in whole or in part without our written consent.

Neither party shall be entitled to rely on any agreement, understanding or arrangement that is not expressly set forth hereof unless YOHO expressly agrees to adhere to them in writing.

Save for the subsidiaries or affiliated companies of YOHO, no other person who is not a party to this Terms of Service has any right under Contracts (Rights of Third Parties) Ordinance (Cap 623) of Hong Kong to enforce any term and/or benefit hereof.

This Terms of Service is governed by the laws of Hong Kong. The courts of Hong Kong shall have exclusive jurisdiction to hear and determine any suit, action or proceedings, and to settle any dispute, which may arise out of or in connection with this Terms of Service.