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Transaction Services Agreement

 

Part A:  New version - updated on 30 May 2021 (applicable from 15 June 2021)

 

 

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY! PLEASE PAY ATTENTION TO PROVISIONS THAT EXCLUDE OR LIMIT LIABILITY AND TERMS OF DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION, WHICH MAY APPEAR IN CAPITAL LETTERS. THIS AGREEMENT RELATES TO WWW.ALIBABA.COM, WWW.ALIEXPRESS.COM, WWW.ALIEXPRESS.RU, AND WWW.TMALL.RU.

(Note: This Transaction Services Agreement applies to you unless you are a consumer from the European Union using AliExpress. For consumers from the European Union using AliExpress, the Transaction Services Agreement that applies to you is available at Transaction Services Agreement for EU Consumers .)

 

 

Thank you for trading on Alibaba.com’s web-based transaction platforms.  This Transaction Services Agreement (this “Agreement”) describes the terms and conditions on which you conclude online transactions for products and services by using the websites, mobile sites, mobile applications and other online transaction portals owned, operated, branded or made available by Alibaba.com (defined below) from time to time which relate to (a) the Alibaba.com e-commerce platform including but not limited to the web and mobile-optimized versions of the websites identified by the uniform resource locator “www.alibaba.com” and the mobile applications of the Alibaba.com e-commerce platform (the “Alibaba Sites”); and (b) the AliExpress e-commerce platform including but not limited to the web and mobile-optimized versions of the websites identified by the uniform resource locators “www.aliexpress.com”, “www.aliexpress.ru” and “www.tmall.ru”, and the mobile applications of the AliExpress e-commerce platforms, (collectively the “AliExpress Sites”), (with Alibaba Sites and AliExpress Sites collectively the “Sites”).  This Agreement contains various limitations on Alibaba.com’s transaction services offered through the Sites as well as gives various powers and authority to Alibaba.com with respect to online transactions effected using Alibaba.com’s transaction services offered through the Sites.  This includes without limitation the power and authority to reject or cancel an online transaction, to refund the funds to a buyer or to release the funds to a seller.  You should read this Agreement and, to the extent as applicable, the relevant Transactional Terms (defined in clause 1.2 below), and other rules and policies of Alibaba.com (including those specified in clause 1.3), as well as (i) the Alipay Services Agreement made between you as a User (as defined below) and Alipay Singapore E-Commerce Private Limited (“Alipay”) (the “Alipay Services Agreement”), and (ii) the Alibaba.com Supplemental Services Agreement between you as a User and Alibaba.com (as defined below) (the “Alibaba.com Supplemental Services Agreement”) carefully which are hereby incorporated into this Agreement by reference.

 

1.  Application and Acceptance of Terms

1.1 Contracting Party. This Agreement is entered into between you (also referred to as “Member” hereinafter) and the Alibaba.com contracting entity determined in accordance with this clause 1.1 (“Alibaba.com” or “we”) for use of Alibaba.com’s certain transaction services offered through the Sites as described hereunder

 

If you are from outside mainland China, you are contracting with Alibaba.com Singapore E-Commerce Private Limited (incorporated in Singapore with Company Reg. No. 200720572D). 

 

If you are from mainland China, you are contracting with Alibaba.com Singapore E-Commerce Private Limited and Alibaba (China) Technology Co Ltd.  Alibaba (China) Technology Co Ltd provides technical support in connection with the transaction services utilizing its strengths in network technologies, etc

Notwithstanding anything to the contrary in the forgoing provisions of this clause 1.1, if you are resident in or access and use the AliExpress Sites from any of the Relevant Jurisdictions, you are contracting with Alibaba.com Singapore E-Commerce Private Limited. Alibaba.com Singapore E-Commerce Private Limited provides Transaction Services to Members who sell to buyers from any of the Relevant Jurisdictions. Alibaba.com Singapore E-Commerce Private Limited is a service provider for AliExpress Russia Holding Private Limited (incorporated in Singapore with Company Reg. No. 201917627W). “Relevant Jurisdictions” shall mean the Russian Federation, Azerbaijan, Armenia, Belarus, Georgia, Kazakhstan, Kyrgyzstan, Moldova, Turkmenistan, Tajikistan and Uzbekistan.

 

1.2 Transactional Terms. Alibaba.com provides an online transaction platform and ancillary services on the Sites (such platform and services, the “Transaction Services”) which allow registered members of the Sites to conclude online transactions for products or services within the Sites subject to the terms of this Agreement.  Alibaba.com may publish transaction rules, dispute rules and other rules and policies for any type of online transactions and any subsequent amendments or modifications (“Transactional Terms”) as may be made from time to time.  Such Transactional Terms are expressly incorporated into this Agreement by reference and you agree to be bound by such rules and policies.

 

1.3 General Terms. You agree that you shall also comply with relevant rules and policies published on the Sites which are also incorporated into this Agreement by reference (“General Terms”).  The General Terms include without limitation:

 

1.4 Binding Agreement. This Agreement, including the Transactional Terms and the General Terms, and, to the extent as applicable, the Alipay Services Agreement and the Alibaba.com Supplemental Services Agreement, form a legally binding agreement between you and Alibaba.com in relation to your use of the Transaction Services.  By accessing and using the Transaction Services, you agree to accept and be bound by this Agreement.  Please do not use the Transaction Services if you do not accept all of the terms of this Agreement.

 

1.5 Amendments. Alibaba.com may amend any terms of this Agreement including the Transactional Terms, the General Terms, the Alibaba.com Supplemental Services Agreement and other related agreements  at any time, except to the extent prohibited by applicable law, by posting the relevant amended and restated version on the Sites.  The amended terms shall be effective immediately upon posting, except to the extent prohibited by applicable law.  We will endeavor to give you advance notice of material changes to this Agreement.  By continuing to use the Transaction Services, you agree that the amended terms will apply to you.  This Agreement may not otherwise be amended except in writing by an authorized officer of Alibaba.com.

 

1.6 Language Version. If Alibaba.com has posted or provided a translation of the English version of any terms of this Agreement, including the Transactional Terms, the General Terms and other related agreements, you agree that the translation is provided for convenience only and that the English language version will govern your use of the Transaction Services, except to the extent prohibited by applicable law.

 

1.7 Alibaba.com Affiliates.  Some of the Transaction Services may be supported by our affiliates.

 

1.8 Additional Terms.  In some cases, you may be required to additionally enter into a separate agreement with Alibaba.com or our affiliates in connection with the Transaction Services (“Additional Terms”).  If there is any contradiction between the provisions of this Agreement and the provisions of the Additional Terms, the Additional Terms shall govern the relevant types of Transaction Services or Online Transactions (defined below in clause 2.1), as appropriate.

 

1.9 Membership Services.  This Agreement does not affect your agreement with us or any of our affiliates concerning your subscription and use of the membership services of the Sites, unless otherwise stipulated in this Agreement or the relevant service agreement.

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2.  Transaction Services

2.1 Transaction Services.  Alibaba.com’s Transaction Services are designed to facilitate registered members of the Sites to place, accept, conclude, manage and fulfill orders for the provision of products and services online within the Sites (“Online Transactions”), which may include certain services which will be either supported by (i) Alipay or its affiliates, or (ii) Alibaba.com. Alibaba.com reserves the right to change, upgrade, modify, limit or suspend the Transaction Services or any of its related functionalities or applications at any time temporarily or permanently without prior notice without any liability for any losses or damages arising out of or in connection with such suspension or termination. Alibaba.com further reserves the right but shall not be obliged to introduce new features, functionalities or applications to the Transaction Services or to future versions of the Transaction Services. All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise expressly stated by Alibaba.com.

 

2.2 Members Only.  Alibaba.com’s Transaction Services are only available to registered members of the Sites.  If your subscription to the paid or free membership of the Sites expires or is terminated early for any reason, you are not eligible to use the Transaction Services.  In the event that you have a valid Online Transaction under this Agreement at the point at which your paid or free membership registration on the Sites is terminated, Alibaba.com shall have the full discretion and authority to refund to Buyer and/or release to Seller (both Buyer and Seller as defined below) all or part of the funds under the Online Transactions as Alibaba.com considers appropriate in its sole discretion.   If you are a Seller, you are required to provide a valid bank account subject to verification and confirmation by Alibaba.com and our affiliates.

 

2.3 Types of Transactions. Alibaba.com’s Transaction Services are available to those types of Online Transactions permitted by Alibaba.com only.  For any type of Online Transactions, Alibaba.com may limit any or all of the Transaction Services to a specified group of members in accordance with the relevant Transactional Terms.  The types of Online Transactions and other benefits, features and functions of the Transaction Services available to a registered member may vary for different countries and regions.  No warranty or representation is given that the same type and extent of transactions, benefits, features and functions will be available to all members.

 

2.4 Lawful Items. The products or services of an Online Transaction using the Transaction Services must be lawful items and must not be otherwise prohibited or restricted by this clause 2.4.  You shall not use the Transaction Services in connection with any Online Transaction that:

 

(a) may infringe Alibaba.com’s or any third party’s legitimate or proprietary rights including but not limited to copyright, trademark right, patent or other intellectual property rights;

(b) may be in breach of the Product Listing Policy or the Intellectual Property Right (IPR) Protection Policy; or

(c) may be in breach of other terms of this Agreement including, but not limited to, the Transactional Terms, the General Terms and the Alibaba.com Supplemental Services Agreement.

Alibaba.com shall have the right to refuse or cancel any Online Transaction which it determines in its sole discretion to be in breach of this clause 2.4.

 

2.5 Refuse or Cancel Transactions.  Apart from clause 2.4, Alibaba.com reserves the right, at our sole discretion, to refuse or cancel any Online Transaction for any reason without any liability for any losses or damages arising out of or in connection with such refusal or cancellation. Some situations that may result in an Online Transaction being rejected or cancelled include where problems are identified by our credit and fraud control department, where Alibaba.com has reason to believe the Online Transaction is unauthorized, violates any law, rule or regulations or may otherwise subject Alibaba.com or any of our affiliates to liability.  Alibaba.com may also require additional verifications or information for any Online Transaction, and you agree to provide such verifications and information to Alibaba.com upon request.

 

2.6 Alipay Services and Alibaba.com Supplemental Services.

 

(a)(i) Alibaba.com may, through Alipay, provide certain services for certain Online Transactions (“Alipay Services”). Alipay Services are provided by Alipay Singapore E-Commerce Private Limited and its affiliates (collectively, “Alipay”) to receive payment of funds in support of Sites for the Online Transactions.  The Alipay Services are provided in accordance with the terms and conditions set out in the Alipay Services Agreement.

 

(a)(ii)  Alibaba.com may, through its affiliates provide certain services for certain Online Transactions (“Alibaba.com Supplemental Services”). Alibaba.com Supplemental Services are provided by Alibaba.com to receive payment of funds in support of Sites for the Online Transactions.  The Alibaba.com Supplemental Services are provided in accordance with the terms and conditions set out in the Alibaba.com Supplemental Services Agreement.

 

(b)   Buyer Protection Plan.  Alibaba.com may also provide buyer protection plan for certain Online Transactions.  In case of Seller who has been offered to subscribe to the buyer protection plan, upon entering into a separate agreement with Alipay or Alibaba.com (as the case may be), Seller may be required to provide deposits using the methods as designated by Alipay or Alibaba.com on the Sites to secure Seller’s due performance of obligations under the relevant buyer protection plan. Seller agrees to permit and hereby authorizes Alibaba.com to deduct, withhold and dispose any deposits provided in accordance with the terms under the relevant buyer protection plan. Buyer acknowledges and agrees that the protection afforded to you under a buyer protection plan applies to those Online Transactions where the Seller subscribed to such plan and the purchase falls within the buyer protection plan’s scope and (i) Alipay Services under clause 3.4 of the Alipay Services Agreement and (ii) Alibaba.com Supplemental Services under clause 3.4 of the Alibaba.com Supplemental Services Agreement will not be applicable to you for such Online Transactions if Seller subscribed to buyer protection plan and such plan already covers your purchase. Buyer acknowledges and agrees Alibaba.com and Seller may add guarantees for the Seller on such Online Transactions within the scope of buyer protection plan without further notifying Buyer. The guarantee service will be performed, revised, suspended and/or terminated according to the agreement reached between the guarantee service provider and the Seller.

 

2.7 Transactional Terms.  For any type of Online Transactions, Alibaba.com may impose additional restrictions, limitations and prohibitions as well as penalties for any violations in the relevant Transactional Terms.

 

2.8 Disputes between Buyers and Sellers. You agree that any Dispute arising between you and the other party to an Online Transaction will be handled in accordance with clause 10, and that Alibaba.com shall have the full right and power to make a determination for such Dispute or to delegate or sub-contract such power to another party.  Upon receipt of a Dispute, Alibaba.com shall have the right to request either or both of Buyer and Seller to provide supporting documents.  You agree that Alibaba.com shall have the absolute discretion to reject or receive any supporting document. You also acknowledge that Alibaba.com is not a judicial or arbitration institution and will make the determinations only as an ordinary non-professional person.   Further, we do not warrant that the supporting documents that the parties to the Dispute submit will be true, complete or accurate.  You agree not to hold Alibaba.com and our affiliates liable for any material which is untrue or misleading. You agree to release and indemnify Alibaba.com (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such dispute.

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