MARKETPLACE FURNIBASE AGREEMENT

PART B

GENERAL TERMS AND CONDITIONS

1. SCOPE OF AGREEMENT
1.1. These General Terms and Conditions apply to the Marketplace Agreement between Furnibase and the Seller for Furnibase Portal Services provided by Furnibase to the Seller.
1.2. These General Terms and Conditions apply on other existing terms and conditions, unless otherwise agreed herein.
1.3. The words and the terms defined in Special Terms and Conditions have the same meaning as those in these General Terms and Conditions unless otherwise defined in the Special Terms and Conditions.
1.4. The seller shall not assign, transfer or appoint another party to perform all or part of its rights and/or obligations under this Agreement without prior written approval from Furnibase. Furnibase shall assign, transfer or appoint another party to perform all or part of its rights and/or obligations under the Marketplace Agreement.
2. DEFINITIONS
The words and terms used in the Special and General Terms and Conditions have the following meanings:
Goods means products (including installation or parts thereof) intended to be listed and sold by the Seller to the Buyer in and offered through Platform, namely household furniture products or mobile commercial space and may be in the form of hard furniture (furniture) or soft furnishing, each of which can be made of wood, iron, plastic, glass, cloth, synthetic materials, other natural materials or a combination of these materials.
Portal Services Fee means the cost that Furnibase bills to the Seller on Furnibase Portal Services provided, consisting of Platform and Administrative Services Fees, each of which is calculated based on a percentage of the total Transaction Value and Content Fee (if any).
Penalty Fee means the fee charged by Furnibase to the Seller for a violation by the Seller of the general terms and conditions of the Agreement, as specified in the Special Terms and Conditions.
Deposit means the amount of money owned by the Seller held by Furnibase as a deposit for the use of Platform and the provision of Administrative Services where the amount is specified in the Special Terms and Conditions.
Expedition means a third party providing shipping and/or transportation services for Goods.
Furnibase means PT Furnibase Andalan Mitra, the legitimate owner of domain and/or platform http://www.furnibase.com;
Listed Price means the price of Goods listed on the Platform, namely, the sale and purchase price per unit which already includes applicable taxes (for example Value Added Tax, if any).
Seller Mandatory Information means information concerning the Seller for the use of Platform as required in the Special Terms and Conditions.
Furnibase Portal Services means activities and/or facilities, provided by Furnibase for the Seller, for listing and offering Goods through Platforms, activities for facilitating payments on the Platform such as reception for a transaction Value, implementation of Transaction reconciliation and facilitation and other matters related to contents, activity sales traffic and/or activities related to Orders, provided by Furnibase.
Grievance Period or known as Retention Period means the period of time where the Buyer may grieve about the Goods received based on Orders, namely the period of 3 (three) days after the Goods are received by the Buyer or as regulated in the Special Terms and Conditions.
Item Category means one of the product categories and subcategories listed on the Platform or Product category as specified in the Special Terms and Conditions.
Content Material means complete and accurate product information, text, photographic images and other information related to Goods that conform to certain requirements for the Goods Category determined by Furnibase, according to the format specified by Furnibase.
Transaction Value means the total price of Goods ordered by a Buyer and confirmed by the Seller, namely the Listed Price per unit multiplied by Order quantity which includes applicable taxes, plus other costs charged by the Seller to the Buyer, which includes applicable VAT and other taxes and costs based on applicable legal provisions, reduced by any discount or price reduction agreed by the Seller and the Buyer, if any, but excluding delivery costs of the Order.
Order Notice means a written notice from the Platform to the Seller regarding an Order stating at least the Order date, Goods name and SKU, Goods quantity, Buyer name and address, Transaction value, promised delivery period and other costs imposed by the Seller related to the Order.
Buyer means a third party registered on the Platform and the one who makes orders and/or purchase Goods on the Platform.
Net Income means the net income that is the right of the Seller after an Order Completion and/or the passage of Grievance Period if a Transaction is made through Furnibase, namely the Transaction Value received from the Buyer minus Platform Service Fee, Content Service (if any), Penalty Service (if any) and other costs that the Seller shall bear under this Agreement.
Seller means an individual or legal entity registered as a seller on Furnibase Platform and uses the Platform to list Goods on the Platform and/or sell Goods through the Platform.
Order Completion means the period when the process of order and delivery of Goods are completed and most of the obligations of the Seller and the Buyer are fulfilled, indicated by (i) the receipt of payment of Transaction Value by Furnibase or the Seller directly from the Buyer; and (ii) the receipt of all goods in the Order by the Buyer in good condition as evidenced by Delivery Receipt.
Sale and Purchase Agreement means Order Notice already confirmed by the Seller, which is anagreement between the Seller and the Buyer regarding the sale and purchase of Goods and the scope of Order, and a binding agreement between the Seller and the Buyer. The Sale and Purchase Agreement is fulfilled by the Receipt of Payment from the Buyer to Furnibase and the receipt of the Goods by the Buyer. In this case, the Order status will change to "delivered" on the Platform.
Order means an order to purchase Goods by the Buyer from the Seller through the Platform.
Platform means the website http://www.furnibase.com.
Furnibase Account means a bank account in Indonesia in the name of Furnibase or another bank account set by Furnibase at any time that can be a payment reception account of the Buyer for Transactions.
Seller Account means a bank account in Indonesia in the name of the Seller registered by the Seller to Furnibase through the Platform.
SKU (Stock Keeping Unit) means a unique identifier that refers to certain Goods among the Goods available for purchase on the platform, where the numbering is determined by Furnibase.
Transaction means every payment transaction of Transaction Value by the Buyer, costs deduction by Furnibase under this Agreement (if any), and/or payment of Net Income to the Seller in accordance with the agreed payment schedule.
3. FURNIBASE PORTAL SERVICES
3.1. The Parties agree on the provision of Furnibase Portal Services by Furnibase to the Seller under this Agreement which is divided into two main activities as follows:
a. Platform Services, including: (i) listing and publishing or displaying Content Materials; (ii) services to the Buyer; (iii) processing and verification of Order; (iv) marketing activities and purchase and sale facilitation through Furnibase portal; (v) assisting management (including, if necessary, making contact with third parties such as transporting third party) for return, cancellation and mis-delivery of Order made through the Platform. Furnibase Portal Services provided by Furnibase to the Seller are only for certain Goods listed and published by the Seller on the Platform or as specified in the Special Terms and Conditions. For the provision of Platform Services, the Seller agrees to pay Platform Service Fees to Furnibase as stated in the Special Terms and Conditions.
b. Administrative Services, including but not limited to collecting, reconciling and facilitating all Transactions related to the Order on the Platform, including if Furnibase acts as a facilitator that processes payments for the Seller. In processing tge Transactions, Furnibase can use assistance from one or more financial institutions or other service providers related to the Platform. For the provision of this Administration Service, the Seller agrees to pay the Administration Service Fees to Furnibase as stated in the Special Terms & Conditions.
3.2. The Platform and Administrative Services Fees may be charged by Furnibase to the Seller as specified in the Special Terms and Conditions and Article 11 hereof. Furnibase shall be entitled to change the Platform and Administrative Services Fees to be charged to the Seller from time to time and notify the change to the Seller.
3.3. The seller shall fulfill the applicable provisions for listing and selling the Goods as regulated herein.
3.4. The seller shall provide complete and accurate Seller Mandatory Information to Furnibase and provide changes if they are available in a timely manner. The seller will provide Furnibase information in the form of telephone number and e-mail address for contact available during working hours that Furnibase can contact regarding obligations arising from this Agreement, including but not limited to, Content Materials, Furnibase Portal Services, Sales Traffic, updating of amount of available stock and updating of price and Order completion.
3.5. For the use of the Platform and the provision of Administrative Services, the Seller shall pay Deposit to Furnibase. Furnibase will return the Deposit to the Seller after the termination of this Agreement to the Seller Account, after deducting other liabilities owed from the Seller to Furnibase (if any) or to a third party where the payment is already agreed between the Parties to be paid from the Seller Account.
4. LISTING OF GOODS ON THE PLATFORM
4.1. Goods Information & Content Material
4.1.1. The Seller will provide Content Materials consisting of complete and accurate information, text, product images and other information related to the Goods for each Goods provided for sale by the Seller through the Platform or on the Sales Traffic Activity provided by Furnibase in a format specified by Furnibase. The seller will immediately update the Content Materials as required to ensure the information is always accurate and complete at any times.
4.1.2. The Seller will ensure that the Content Materials, offer and sale of Goods conform to applicable legal provisions, do not contain explicit sexual content, insults or immoral matters, not violate Intellectual Property Rights (IPR) of other parties and/or do not violate the applicable law.
4.1.3. The Content Materials must at least contain Goods information as regulated in the Special Terms and Conditions, at least as follows:
a. Goods SKU code number according to Furnibase provisions;
b. Type of goods category;
c. Name of manufacturer/brand, product name and model;
d. Dimension (height, length and width) in centimeter and weight in kilogram units;
e. Listed price including applicable taxes
f. Minimum Order quantity
g. Promised delivery period
h. Delivery costs per minimum order to alternative delivery destination (domestic and overseas)
i. Warranty details including period and geographical coverage
j. Additional information, disclaimer, warning, notice or other required content materials
k. Goods image in the form of photograph of at least 4 (four) pieces appear front, back and side, each with a resolution of 72 dpi and a maximum file size of 2MB.
4.1.4. The seller will provide texts for the Content Materials in Indonesian and English and Goods images to Furnibase in accordance with Furnibase standard policy. If according to the Furnibase assessment the Content and the Goods images do not meet Furnibase standard policy:
a. Furnibase may edit and/or translate the text for the Content Materials; and/or
b. Furnibase may schedule photo shooting session for the Goods by a professional photographer set by Furnibase at Furnibase studio location or at the Seller's office, factory or warehouse. The seller must ensure the availability of the location and the schedule for an appropriate photo shooting session.
The Content Fee for editing, translating and/or photo shooting may be charged to the Seller according upon the agreement between the Seller and Furnibase.
4.1.5. Within no later than 2 (two) working days from the receipt of the Content Materials by Furnibase in full and the fulfillment of Furnibase standard policy, Furnibase will list the Goods on the Platform for and on behalf of the Seller.
4.1.6. Furnibase shall be entitled to immediately suspend the listing, offer and/or sales of Goods on the Plaform, if there are any parts in the Content Material which according to the assessment of Furnibaseare incorrect, incomplete or do not comply with applicable law.
4.1.7. The seller shall exempt and indemnify Furnibase, its subsidiaries and affiliates, from and against any and all costs (including the costs of legal consultant/ lawyer and other court costs in indemnification), expenses, fines, penalties, losses, damages and liabilities arising from a lawsuit, claim or action as a result of inaccurate, incomplete or invalid information or other matters related to the Content Materials.
4.1.8. The Seller hereby undertakes and declares that it has or will obtain all permits or approvals needed to offer and/or sell Goods on the Platform before the delivery or listing of the Goods on the Platform.
4.1.9. The Seller shall be prohibited from providing the Content Materials, or attempting to list the sales of any Goods on the Platform, or providing uniform resource locator signs ("URL Sign") to other websites to be displayed on the Platform or submit the use of URL Sign on the Platform, unless the Seller is entitled to publish the Material Contents and has the right and permit to offer or sell the Goods under applicable law.
4.1.10. The Seller gives Furnibase rights and licenses that are free of royalty, non-exclusive, valid throughout the world, sustainable and irrevocably withdrawn to use, reproduce, carry out, display, distribute, adapt, modify, reformat, create derivative work thereof, and use commercially or non-commercially in any way, for any and all of the Content Materials provided by the Seller, and sublicense the above rights to Furnibase affiliates; provided that, Furnibase will not change any trademark of the form given by the Seller (except to change the size of the trademark to the extent required to be displayed, as long as the relative proportion of the trademark where the size is changed is equal to the relative proportion of the original trademark size) and fulfill the request for revocation from the Seller regarding the specific use of the trademark; to the extent there is no legal provision that prevents Furnibase from using the Content Materials without approval or license from the Seller.
4.1.11. Furnibase may use a mechanism that ranks or allows the Buyer to give a rank or review of the Goods from the Seller and/or the performance of the Seller as a seller and Furnibase shall be entitled to make ranking and review available publicly on the Platform.
4.1.12. Without prejudice to this Condition, Furnibase shall be entitled, in its sole discretion, to determine the Content Material, structure, appearance, design, functionality and other aspects of the Platform, sales through the Platform, and, if any, Sales Traffic Activity (including the right to redesign, modify, remove or change the content, appearance, design, meta-tags, titles, mark-ups, style sheets, scripts, applications, internal and external links and other aspects, and block or limit access to the Platform or other elements, aspects, parts or features thereof (including product listing), from time to time).
4.2. Sales Traffic Activity
4.2.1. Furnibase may (but not mandatory) provide the Seller sales traffic activity (hereinafter referred to as the "Sales Traffic Activity") outside General and Additional Activities, Furnibase may charge costs for the Sales Traffic Activity beyond the Platform and Administrative Services Fees, depending on the policy of Furnibase. The Sales Traffic Activity includes:
a. Shop in Shop ("SIS") activity is an activity that requires certain design features on the Platform to add a visual representation of the Seller through a special page for the Seller;
b. Search Engine Marketing ("SEM") activity that requires an order containing keywords related to the Goods and/or the Seller on an electronic search engine; and/or;
c. Social Media Sales Traffic Activity that requires promotion of Goods and/or the Seller on a special page on Furnibase social media platform.
4.2.2. Furnibase shall be entitled, at its discretion, to determine the scheduling and market share for each specific Sales Traffic Activity, unless agreed otherwise in writing by the Parties.
4.2.3. The seller will not, directly or indirectly, engage in fraudulent, prohibited and inappropriate activities or torts in connection with the participation of the Seller in or use of the Sales Traffic Activity, including:
a. committing fraud, clicking repeatedly or invalidly, giving an impression, question or other interaction, either through the use of automatic application or in other ways;
b. apart from the reporting offered by Furnibase based on the Sales Traffic Activity, collecting user information, indexing or caching parts of the Platform, either using an automated application or others;
c. targeting communication in any forms where the intended communication recipient is the user on the Platform;
d. disrupting the reasonable performance of the Furnibase Platform, Activity or system.
e. sending viruses, Trojan horses or other harmful codes; or
f. trying to cross the mechanism used by Furnibase to detect or prevent the activity.
4.2.4. The seller will provide Furnibase telephone and correspondence e-mail information from contacts available during working hours that Furnibase can contact in connection with the Sales Traffic Activity.
4.3. Inventory and Price Updates
4.3.1. The seller will always provide accurate, up-to-date and complete information about the availability status, amount of inventory, Listed Price and delivery costs of each Item provided by the Seller to Furnibase to be listed or offered through the Platform, in the format and at the time specified by Furnibase.
4.3.2. The seller undertakes and will always ensure that the Listed Price of Goods given by the Seller to be listed on the Platform is not higher than that offered by the Seller to other consumers who purchase the same product in the same or less quantity with similar terms and conditions. If the Seller offers a lower price to another Buyer for the same or less quantity with similar terms and conditions, then the Seller will notify the price to be immediately listed on the Platform at the same time.
4.3.3. The price of Goods listed and contained on the platform is in Rupiah and its translation is in US Dollar based on the spot exchange rate set by Furnibase on a regular basis, or in US Dollar for the Seller not domiciled in Indonesia. The seller will receive payment in accordance with the Price of Goods in Rupiah for the Seller domiciled in Indonesia or in US Dollar for the Seller not domiciled in Indonesia.
4.4. Suspending Listing of Goods on the Platform
On Furnibase's own judgment, Furnibase shall be entitled to postpone or suspend the listing, or refuse to list or display, or issue from listing, or ask the Seller not to list, any or all of the Goods provided by the Seller to be listed for sale through the Platform or related to Sales Traffic Activity, if any, provided by Furnibase.
5. ORDER BY BUYERS
5.1. Access to IT tools
5.1.1. Furnibase can provide the Seller access to IT tools in the future, which will enable the Seller to list and update the Content Materials on the Platform as required by Furnibase.
5.1.2. Each password provided by the Furnibase to the Seller can only be used for a period of time when the Seller is permitted to use the Platform, manage the Goods catalog listed on the Platform, update information about the Goods (for example availability status, quantity of inventory and Price), receive and fulfill Orders electronically and review Transactions already completed (as defined in Article 7.1 below).
5.1.3. The seller shall be fully responsible for maintaining the security of the password. The Seller is not permitted to notify the password to any third parties (other than third parties permitted by Furnibase to use related accounts based on the Marketplace Agreement) and fully responsible for the use or actions taken by those who use the password. If the password is revealed, the Seller must change it immediately.
5.2. Buyer Information and Services
5.2.1. Furnibase has all account information about the Buyer, Orders and related to Transactions and Furnibaseshall not be obliged to pay royalties or other costs to the Seller regarding the use of the Buyer account information.
5.2.2. The seller can provide confirmation directly to the Buyer regarding Orders, Transactions or delivery of Goods or other information regarding the fulfillment of Orders, including by letter, e-mail, telephone, facsimile or other communication methods and will always inform Furnibase about the direct confirmation.
5.2.3. The seller shall be responsible for packing, handling, delivery, return and warranties related to the Orders.
5.2.4. If the Transaction is made through Furnibase, Furnibase shall be entitled, at its sole discretion, to determine that the Buyer will receive a refund or replacement for the Goods and request the Seller to provide a replacement for the Goods to the Buyer if Furnibase determines that the Seller is responsible for doing so under the Agreement.
5.2.5. The seller must use the Buyer information given by Furnibase to the Seller or already collected by the Seller or already accessed based on or related to this Agreement, only for the purposes hereof and shakk not sell, assign, license, announce, lease or otherwise use commercially any Buyer information or use Buyer information in any way for its own benefit or collect data, compile data or extract data for the purposes of statistical or trade analysis or other purposes, based on or related to the Buyer information. All the Buyer information can only be used by the Buyer internally and shall not be disclosed to any third parties without prior written approval of Furnibase.
5.3. Order by Buyer and Order Confirmation
5.3.1. A Buyer who is interested in purchasing Goods will input an Order on the Platform. If the Order of the Buyer conforms to the Content Materials provided by the Seller (including regarding the availability of the Goods) Furnibase will send Notice Order to the Seller on the same day to be confirmed by the Seller.
5.3.2. The Seller and the Buyer may communicate through the Platform either directly or assisted by Furnibase regarding the number of Orders, Expedition costs, payment schedule (including down payment, payment according to progress, payment after Retention Period or other payment schedules) and the Payment method to be agreed and stated in the Notice Order confirmed by the Seller.
5.3.3. The Seller shall be obliged to confirm the Order Notice through the Platform within 24 hours since the Notice Order is sent by the Platform. The Notice Order already confirmed by the Seller will apply as a Sale and Purchase Agreement between the Seller and the Buyer and bind both parties.
5.3.4. Furnibase at its sole discretion may withhold and/or reject the Order or Transaction process for the purpose of investigation. In processing the Transaction, Furnibase can use assistance from one or more financial institutions or other service providers related to the Platform.
5.3.5. The price listed on the Order cannot be changed in any way and, unless agreed otherwise in writing, includes the fee for fulfilling the Order (for example, packing, storage or order processing fees) as agreed between the Seller and Furnibase, including the costs, Portal Service Fees, risk mitigation costs, if any, related to the fulfillment of the Order, Furnibase Portal Services and the payment method for the Order.
5.3.6. The seller shall bear the risk of payment fraud or credit card (for example, purchases derived from theft or unauthorized use of Buyer credit card information) used in connection with the Transaction, except for Transactions made through Furnibase where the risk will be managed by Furnibase with third parties assisting to be payment processing agents.
6. FULFILLMENT OF ORDERS
6.1. The seller and Furnibase agree that the Seller is responsible for the supply, storage, sale and packing of Goods and also processes the delivery of Orders to the recipient and the delivery address listed in the Order Notice either using Expedition of a third party or the Seller’s own transporter/carrier. Furnibase will support by coordinating after sales activities including responding to Buyer's questions and processing the return of Goods, if any.
6.2. The seller shall be responsible for providing a warranty or guarantee that the Goods in the Sale and Purchase Agreement conforms to the specification listed on the Platform and will be accepted by the Buyer in good condition and without any defects or damages.
6.3. The Seller shall be responsible and agree to fulfill all Orders on Goods based on the quanity sold through the Platform and/or as notified by Furnibase, by confirming the Order Notice. The Order Notice already confirmed by the Seller and applicable as a Sale and Purchase Agreement is final and irrevocable or non-cancelable by the Seller, except in the event that the Buyer fails to fulfill the payment schedule and method agreed by the Seller and the Buyer.
6.4. The ownership of Goods lies in the Seller until the fulfillment of the implementation of the Sale and Purchase Agreement. Furnibase will not be the party to the Sale and Purchase Agreement, and does not have any responsibility to any party for fulfilling the Sale and Purchase Agreement.
6.5. The seller guarantees that it will always comply with all applicable laws related to the sale of goodsthrough the Platform based on the Sale and Purchase Agreement.
7. ORDER DELIVERY
7.1. Selecting Expedition Third Party:
a. Furnibase shall be entitled to determine, limit or cancel the use of any expedition for the delivery of Goods.
b. The seller must determine and select bona fide, trustworthy and experienced Expedition to deliver Goods with similar specifications for the delivery of Goods as the order. Furnibase can also recommend one or more partner expeditions that have collaboration with Furnibase to be considered by the Seller.
c. The Seller authorizes the Expedition to provide all information on delivery of Goods and tracking of delivery to Furnibase. The Seller must ensure that the Delivery Receipt is submitted to Furnibase by the Expedition or by the Seller, as proof that the Order has been received by the Buyer.
d. The Seller shall deliver the Goods at the Seller's own expense and if available, the Seller can use special rates that can be obtained by Furnibase from the Furnibase partner Expedition. This delivery rate may change at any time as the provision of the Expedition and will be delivered by the Expedition to the Seller through Furnibase. The Seller will not use the information on Furnibase Expedition account other than for delivery of Order, including but not limited to, Expedition account number and delivery rate, for any purposes, and also will not provide such information to any third parties, and the Seller will keep the information confidential as Confidential Information of Furnibase.
7.2. Goods Packaging and Packing:
a. The Seller shall, under any Order conditions, package and pack the Goods in packaging, cardboard, packages, cartons, wood pellets, bubble wrap and/or other packages when preparing the Goods for delivery, and must make every effort to guarantee the integrity of the Goods and avoid them from any damage due to impact, heat, rainwater and other risks in delivery.
b. The seller shall ensure that the risk of damage and/or loss of goods in delivery will be borne by the Expedition or insured sufficiently, including in the delivery made by the Expedition recommended by Furnibase. The use of the Seller for special rate of Furnibase from the Expedition or recommended Expedition of Furnibase itself does not result in an obligation or responsibility for Furnibase in connection with the delivery of Goods, including but not limited to, the risk of delay, debts, damage, loss or other costs incurred.
7.3. The seller shall be responsible for all the costs incurred from the delivery of Goods to the Buyer charged by the Expedition, including additional costs of the Order that failed to process (meaning the Sale and Purchase Agreement that fails to be completed) for the following reasons:
a. The delivery address provided on the Order is incorrect; or
b. The buyer cannot be contacted in any ways by the Expedition according to the Expedition policy; or
c. The Buyer refuses and cancels the Order when the Goods have been delivered to the address stated in the Order; or
d. Return of Goods, including costs of delivery and delivery insurance.
All costs incurred against or incurred related to the delivery charged by the Expedition shall be borne and paid directly by the Seller to the Expedition. If the Seller fails to make payment and the Transaction is made through Furnibase, Furnibase may decide to pay for and on behalf of the Seller to the Expedition and the value will be deducted from the amount to be paid to the Seller, or in other ways selected by Furnibase.
7.4. Furnibase shall be entitled, at its sole discretion, and in accordance with applicable legal provisions, to limit destination of the delivery of Goods sold on or through the Platform.
7.5. The seller shall comply with procedures, weight and size limits and other delivery requirements of the Expedition. If the Expedition provides through Furnibase an estimate of the delivery cost to the Seller before delivery, the Seller understands and agrees that the actual delivery cost shall be borne by the Seller:
a. It can exceed the estimated delivery cost if the carrier determines that the Goods are more than those delivered by the Seller (including based on volumetric weight calculations of the carrier); or
b. It can constitute the total amount of the estimated delivery cost even though the carrier determines that the weight is less than that conveyed by the Seller.
8. OTHER PROVISIONS RELATED TO THE FULFILLMENT OF ORDER
8.1. Furnibase will provide information on each Order of Goods ordered through the Platform to the Seller.
8.2. The seller will stop and/or cancel an Order when instructed by Furnibase. If the Buyer has made payment for the Order to Furnibase, Furnibase will provide a refund of the cost (and its adjustment) and pay the fund to the Buyer’s account.
8.3. The seller shall be fully responsible for and will assume all risks and responsibilities for the supply, storage, sale, packing and provision of guarantees for all Goods, and for processing Orders to the recipient and the recipient address stated in the Order, and the Seller shall be responsible for any non-conformity or defect, damage to, or theft or lawsuit against the supply, storage, sale, packing, Order process or failure of order process, or other matters arising in connection with the fulfillment of Orders.
8.4. The Seller shall insure appropriately and in sufficient value for each of the aforementioned activities and for other obligations under this Agreement.
8.5. The Seller agrees to deliver all the Orders within the period specified by Furnibase. Without prejudice to other provisions in this Provision, Furnibase shall be entitled at any time to change the required delivery period. If the delivery period is not fulfilled, Furnibase shall be entitled to cancel the Order and/or the Transaction and charge Penalty Fees to the Seller in accordance with the Furnibase Penalty Fee Policy, as regulated in Article 11 hereof, even though the delay is beyond the control of the Seller or not due to the negligence of the Seller.
8.6. Order Completion will only be achieved after all of the following conditions are fulfilled:
a. Payment of Transaction Value is received by Furnibase or Seller directly from the Buyer; and
b. All Goods in the Order have been received by the Buyer in good condition as evidenced by the Delivery Receipt of the Buyer.
9. MISPRODUCTION, DEFECT AND NON-CONFORMITY OF GOODS SPECIFICATIONS
9.1. The seller guarantees that the Goods delivered to the Buyer under the Sale and Purchase Agreement have fulfilled all specifications listed on the Platform and the applicable Legal provision, in accordance with guarantees, specifications, drawings, samples, of good quality and do not contain misproduction and defect. Furnibase shall be entitled, at any time, either directly or through a third party selected by Furnibase, to examine the quantity and quality, and notify any misproduction, defects or non-conformity of the Goods specification to the Seller in writing within 30 (thirty) days the deficiency, defect or non-conformity are found.
9.2. If within the Grievance Period, the Buyer submits a Grievance to Furnibase regarding misproduction, defects or non-conformities of specifications on Goods:
9.2.1. Furnibase will provide the Seller complete information obtained from the Buyer regarding the Grievance and Furnibase or the person appointed by Furnibase will investigate the grievance of the Buyer within a maximum period of 7 (seven) days.
9.2.2. If Furnibase or a party appointed Furnibase can verify that there is damage or defect in the Goods due to misproduction, conformity to specification or damage that occurs at delivery:
a. The seller must provide replacement Goods with the same and exact specification and deliver them to the Buyer within the delivery period agreed in the Order, at the expense of the Seller.
b. If the replacement Goods cannot be fulfilled by the Seller, the Transaction Value will be deducted by the Listed Price of the Goods concerned, to be returned by the Seller to the Buyer.
c. The Goods that are damaged/defect or non-conformed to the specifications will be delivered back to the Seller at the expense of the Seller.
d. Order Completion will only be achieved after the Grievance Period of the Replacement Goods has passed.
9.2.3. If Furnibase or the party appointed by Furnibase can verify that there is damage or defect in the Goods occurred during delivery, the Seller shall provide and deliver the replacement Goods to the Buyer in accordance with Article 9.2.2 above and the Seller shall be responsible for handling claims to the Expedition concerned for the benefit of the Seller itself.
9.3. In the event of misproduction, defect and/or non-conformity to the specification listed on the Platform in connection with the Goods delivered to the Buyer, Furnibase may delete the Goods from the Platform, and all the costs and expenses related to the deletion (if any) shall be borne by the Seller. In addition, Furnibase may ask the Seller to remove the Goods containing misproduction, defect or non-conformity to the specifications and provide replacement Goods, and all costs and expenses related to the removal and replacement shall be borne by the Seller.
9.4. Furnibase shall be entitled to request compensation from the Seller for the loss suffered due to misproduction, defect and non-conformity to the Goods specifications. The seller shall replace the loss of Furnibase for any costs, losses, expenses or damage arising from a lawsuit, legal action or proceeding made by a third party against Furnibase and from or in connection with the sale and use of Goods that are misproduced, defective and/or non-conformed to the specification.
10. RETURN AND DELIVERY ERROR
10.1. The Seller shall accept misdelivery and return of Goods when instructed by Furnibase. All costs for return of Goods shall be borne by the Seller specified by Furnibase and/or Expedition.
10.2. If the Buyer has made payment on the Order, the Seller will return the fund to the Buyer's account as informed by the Buyer and/or Furnibase. If the Transaction is made through Furnibase, (i) Furnibase will refund it (and its adjustment if any) and pay the fund to the Buyer's account; (ii) if Furnibase has made payment previously to the Seller for the Order, the Seller will refund Furnibase for all the costs returned by Furnibase to the Buyer; and (iii) Furnibase shall be entitled to change or not continue the mechanism of the return and adjustment process at any time without notice.
10.3. The Seller shall be responsible for appointing an Expedition to process the return of Goods from the buyer to the Seller's address, but Furnibase can help coordinate with the Buyer, the Seller and the Expedition for the process.
10.4. The Seller shall be responsible for any misproduction, defects or any recalls of the Goods (either in bulk or separately). The Seller will immediately notify Furnibase when there is any misproduction, defect or recall of the Goods or the possibility of such occurrence and will cooperate and assist Furnibase related to the recall, including by performing a procedure for returning the Goods to the Seller based on the standard procedure of Furnibase. The Seller will be responsible for any costs and expenses incurred in connection with the recall process or possible recall of the Goods (including the cost for returning, storing, repairing, or delivering to the Seller).
10.5. In the event that the Seller objects to the return of the Goods, unless the return of the Goods is due to non-conformity or defect, or any mass or individual recall of the Goods, the Seller may file objection to the return of the said Goods to by complying with the procedure and policy to handle disputes of Furnibase. Furnibase shall be entitled to change the dispute handling policy at any time and will notify the Seller on the change. By continuing to use the Platform, the Seller declares the appoval of the Seller to the change and the agreement of the Seller to comply with the changed policy.
11. TRANSACTION PAYMENT
11.1. Furnibase Portal Service Fee
11.1.1. Furnibase can charge and bill the Seller Portal Service Fees which include VAT and other taxes with the amount as specified in the Special Terms and Conditions.
11.1.2. Furnibase's bill will include at least information regarding the number and date of Order, the Furnibase Portal Service provided and the details of the Portal Service Fee.
11.1.3. If agreed by Furnibase and the Seller, Furnibase may charge and bill the Seller the Content Cost in the form of reimbursement.
11.1.4. In the event that there is a bill from Furnibase:
a. The seller will pay Furnibase within 7 (seven) calendar days or as regulated in the Special Terms and Conditions and/or the said bill.
b. If the Seller in accordance with the provision of applicable tax regulation is required to withhold, collect and deposit any income tax or other taxes and duties in the name of Furnibase (other than bills in the form of replacement or reimbursement), the Seller will provide proof of withholding and/or proof of tax and duty payment to Furnibase within 30 (thirty) calendar days after the tax and/or duty withholding and collection by the Seller.
11.1.5. If the Transaction is made through Furnibase, the settlement of bill is made by means of set-off against the Transaction Value received by Furnibase from the Buyer. The Seller authorizes and recognizes the right of Furnibase to make this deduction.
11.2. Administration of Payment to the Seller in the event that Transactions are Made Directly between the Buyer and the Seller
11.2.1. In running the Administration Services, Furnibase can administer payment from the Buyer for Orders as an agent for the Seller which includes the following activities:
a. Issuance of invoices from the Platform in the name of the Seller to the Buyer;
b. Notice to the Buyer regarding the payment that must be made in accordance with the agreed term; and
c. Recapitulation of Orders and Transactions, for the benefit of the Seller.
11.2.2. Furnibase shall not be responsible for the legal validity of payment transaction between the Buyer and the Seller in connection with the Orders made through the Platform. The Seller and the Buyer must ensure that all payment transactions conform to applicable law, including anti-money laundering law.
11.2.3. Furnibase shall be entitled to apply the limit of Order and/or Transaction value (either minimum or maximum limits) to some or all Buyers or Sellers in connection with the Transaction value, the cumulative value of all Transactions in a certain period, or from the amount of Transaction per day or other periods. Furnibase will not be responsible to the Seller, in the following cases:
a. If Furnibase does not process the Orders or Transactions that can exceed the limit specified by Furnibase, or
b. If Furnibase allows the Buyer to cancel a Transaction due to the Platform or the Goods are not available after a Transaction commences.
11.2.4. Tax on Orders:
a. The Seller shall be responsible for all taxes, levies, fees and other costs arising from or related to the payment of Transaction Value and Net Income (including Value Added Tax (VAT), if any), and the Seller guarantees Furnibase that the Seller will pay all the taxes, levies, fees and costs in a timely manner.
b. If the Seller imposes VAT to an Order, the Seller must submit the VAT Tax Invoice concerned to the Buyer.
11.3. Administration of Payment to the Seller in the event that Transactions are Made through Furnibase
11.3.1. In running Administrative Services, Furnibase will collect all payments from the Buyer for Orders as a payment processing agent for the Seller and will deduct the fund by costs and deductions as regulated herein to obtain Net Income, namely the Transaction Value minus the following costs:
a. Portal Services Fee consisting of Platform and Administrative Services Fees;
b. Content Fee, if any
c. Penalty Fee, if any
d. Listed Price of Goods that cannot be fulfilled by the Seller, if any; and
e. Other costs that shall be borne by the Seller under this Agreement.
The Seller fully authorizes Furnibase and recognizes the right of Furnibase to deduct these costs from the Transaction Value.
11.3.2. In processing Transactions, Furnibase may use assistance from one or more financial institutions or other service providers related to the Platform. As an Administrative Service provider who acts as a payment processing agent, Furnibase shall not be responsible for the legal validity of payment transactions between the Buyer and the Seller in connection with the Order made through the Platform. The Seller and the Buyer must ensure that all payment transactions are in accordance with applicable law, including anti-money laundering law.
11.3.3. Furnibase will reconcile all receipts and expenses and pay to the Seller’s Account (i) 50% of the Net Income no later than 2 (two) business days after the Order Completion and (ii) 50% of the Net Income (net of all Penalty Fees, if any) no later than 2 (two) working days after the passage of the Grievance Period.
11.3.4. If Furnibase concludes that the action and/or performance of the Seller, in connection with the Marketplace and Sale and Purchase Agreements can result in a dispute with the Buyer, the request for the return of some or all of the Transaction Value or other demands, Furnibase may, at its sole discretion, withhold the Net Income payment (i) for 90 (ninety) days from the date the fund withholding starts; or (ii) during completion of investigation by Furnibase regarding the action and / or performance of the Seller, whichever comes first.
11.3.5. In the event of violation against the Marketplace or Sale and Purchase Agreements by the Seller, Furnibase shall be entitled to delay or suspend the Net Income payment. Any payments that Furnibase has made to Seller shall not be considered as waiver of its right under the Marketplace Agreement or the conditions regulated in the Sale and Purchase Agreement.
11.3.6. Furnibase shall be entitled to apply a limit of Order and/or Transaction value (either minimum or maximum limits) to some or all Buyers or Sellers in connection with the Transaction value, the cumulative value of all Transactions in a certain period, or from the number of Transactions per day or other periods. Furnibase will not be responsible to the Seller, in the following cases:
a. If Furnibase does not process the Order or Transaction that can exceed the limit specified by Furnibase, or
b. If Furnibase allows the Buyer to cancel a Transaction due to the Platform or the Goods are not available after a Transaction starts.
11.3.7. Tax on Orders:
a. The Seller shall be responsible for all taxes, levies, fees and other costs arising from or related to the payment of Transaction Value and Net Income (including Value Added Tax (VAT), if any), and guarantee Furnibase that the Seller will pay all taxes, levies, fees and costs in a timely manner.
b. If the Seller imposes VAT to an Order, the Seller must submit the VAT Tax Invoice concerned to Furnibase before Furnibase pays the Net Income to the Seller. As long as the Seller has not submitted the said Tax Invoice, Furnibase shall be entitled to withhold a number of fund from the Net Income at VAT until 30 days from the Order Completion. If the Tax Invoice cannot be given by the Seller within 30 days from the Order Completion, the Seller and Furnibase agree that Furnibase will return the fund at VAT to the Buyer.
c. Provided it is in accordance with the applicable legal provision, Furnibase shall be entitled to collect any and all taxes and duties in connection with the payment of Transaction Value and Net Income. If Furnibase is required by legal provisions to impose, deduct, report and/or deposit any taxes and duties in relation to the payment, the Seller shall replace the taxes or duties obligation paid by Furnibase without taking into account when the taxes or duties are imposed, deducted, reported and/or deposited by Furnibase.
d. The Seller and Furnibase acknowledge and confirm that in the event that Furnibase receives the payment of Transaction Value from the Buyer, Furnibase only acts as the Seller representative, thus the receipt of the Transaction Value is not Furnibase's income and will be forwarded by Furnibase to the Seller after deducting the costs as regulated in this Article 11.2.
11.4. Penalty Fee
11.4.1. Any violation by the Seller against the General and/or Special Terms and Conditions entitles Furnibase to charge the Seller Penalty Fee in accordance with those stipulated in the Special Terms and Conditions. Furnibase shall be entitled to change the conditions of the Penalty Fee at any time without prior notice to the Seller but Furnibase will continue to notify the official change to the Seller. By continuing to use the Platform, the Seller declares the Seller's approval and agreement to submit to the changes already notified to it.
11.4.2. Furnibase will charge the Penalty Fee to the Seller by stating at least the number and date of the Order, the Goods and the details of the Portal Service Fee or other data required.
11.4.3. If the Transaction is made through Furnibase, the payment of the Penalty Fee can be made by set-off of the Transaction Value received by Furnibase from the Buyer.
12. INDEPENDENCE OF SELLER
12.1. Under the Sale and Purchase Agreement, Furnibase is not a party to the sale and purchase of Goods occurred between the Buyer and the Seller. The seller hereby exempts Furnibase (and its affiliates, agents and employees) from any lawsuits, request for indemnity and other losses (actual and consequential) in any forms whatsoever, acknowledged or not acknowledged, reasonably expected or unexpected, disclosed or not, arising from or in any ways related to the transaction.
12.2. The Seller and Furnibase are independent and separate contractors, and there is no provision in this Marketplace Agreement that creates partnership, joint venture, agency, franchise or sales agents between the Parties. The Parties acknowledge that the Marketplace Agreement will not result in direct employment relationship between Furnibase and the party providing the Seller with certain activities. The Seller does not have any authority to make or accept any offers or representations on behalf of Furnibase.
12.3. The Seller cannot subcontract the right or obligation under this Agreement without prior written approval from Furnibase.
12.4. The Seller exempts Furnibase and agrees to indemnify, defend and hold Furnibase (and its staff, directors, employees and agents) harmless against any lawsuits, loss, request for indemnity, settlement, costs, expenses, civil fines, penalties or other obligations (including but not limited to attorney fees) (individually referred to as the "Lawsuit") arising from or in connection with:
a. Actual or alleged violation or failure in complying with the obligation in the Marketplace or the Sale and Purchase Agreements made by the Seller and/or its staff, agent or contractor;
b. The Goods distribution channels owned or operated by the Seller (including offer, sale, fulfillment, refund, return of Goods or related adjustment), Content Material from the Seller or actual or alleged violation against Intellectual Property Rights occurring on the above and body injury, death or related property damage;
c. Seller Tax; or
d. One or more parties take a legal remedy against Furnibase arising from or in connection with the Marketplace Agreement.
12.5. The Seller will be fully responsible for all obligations related to the use of (i) third party services or features that the Seller permits to use by Furnibase on behalf of the Seller or (ii) services provided by third parties recommended by Furnibase including the Expedition as regulated herein, including compliance with agreements or provisions imposed by the party.
12.6. Furnibase shall be entitled to delegate or subcontract the implementation of its functions in connection with the implementation of its obligations in the Marketplace Agreement and the right to use any service provider, subcontractor and/or agent with conditions as deemed appropriate by Furnibase.
13. TERMINATION OF AGREEMENT
13.1. Furnibase shall be entitled to terminate the Marketplace Agreement and Provision unilaterally and apply immediately in the following matters:
a. The Seller violates its obligation or guarantee under the Marketplace Agreement and fails to correct this within 7 (seven) days from the receipt of written notice on the violation from Furnibase;
b. The Seller approves the decision regarding its bankruptcy or obtains a court judgment from the competent jurisdiction related to the bankruptcy or dissolution of the Seller's company;
c. Execution order related to the Seller or the appointment of receiver for the placement of guarantee for or sale of the Seller's assets;
d. The Seller regulates or restructures its debt with its creditors in general or proposes protection from its creditors to a court in the competent jurisdiction; and/or
e. The Seller ceases or is threatened to cease running its business;
Without prejudice to the above provision, Furnibase shall be entitled to terminate the Marketplace Agreement and Provisions unilaterally for no reason whatsoever, at its sole discretion, within 14 (fourteen) days from Furnibase provides written notice on the termination.
13.2. The Seller shall be entitled to terminate the Marketplace Agreement unilaterally within 14 (fourteen) days after the following matters arise:
a. Furnibase delays payment for more than 30 (thirty) days without valid reasons in accordance with the Conditions;
b. Furnibase delays the return for more than 60 (sixty) days without valid reasons in accordance with the Conditions;
c. There is an execution order related to Furnibase or the appointment of receiver of Furnibase assets;
d. Furnibase regulates or restructures its debt with its creditors in general or proposes protection from its creditors to a court in the competent jurisdiction.
e. Furnibase ceases or is threatened to cease running its business which affects its ability to fulfill its right and obligation under this Agreement;
Without prejudice to the above provision, Furnibase shall be entitled to terminate the Marketplace Agreement and Provisions unilaterally for no reason whatsoever, at its sole discretion, within 14 (fourteen) days from the Seller provides written notice on the termination.
13.3. Before the termination of the Marketplace Agreement, the Seller shall notify Furnibase of all agreements already made with the Buyer, that must be carried out. To avoid doubt, the Seller will remain responsible for fulfilling uncompleted Orders and related costs. If the Seller fails to do this, Furnibase may cancel the Order and charge the Furnibase Portal Service Fee applicable to the Order plus the costs to the Seller as regulated in Article 11 and Special Terms and Conditions and other costs incurred, that can be deducted from the payment which Furnibase will pay to the Seller if the Transaction is made through Furnibase.
13.4. The Parties agree to waive Article 1266 of the Civil Code provided a court judgment is required to terminate the Marketplace Agreement.
14. INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS
14.1. The seller represents and warrants to Furnibase that it is the owner of or has legal rights to patents, copyrights, trade secrets, trademarks, trade names or other intellectual property rights related to the Goods and Content Materials and to its knowledge there is no lawsuit filed by a third party for violation or other lawsuits, request for indemnity or legal remedies either actually or allegedly occurred to the patents, copyrights, trade secrets, trademarks, trade names or other intellectual property rights arising from the Content Material, advertisement, publications, promotions, manufacture, sales, distribution or use of Goods and hereby declares also that the Seller does not violate any rights as mentioned above directly or indirectly.
14.2. The Seller agrees to free, defend, protect, hold harmless and indemnify Furnibase and its affiliates from and against all costs (including attorney and court fees on the bases of indemnity), expenses, fines, penalties, debts, losses and liabilities for violations or other lawsuits, requests for indemnity or legal remedies either actually or allegedly occurred to the patents, copyrights, trade secrets, trademarks, trade names or other intellectual property rights arising from the Content Material, advertisement, publications, promotions, manufacture, sales, distribution or use of Goods.
14.3. The Seller shall not be entitled to use the intellectual property owned by Furnibase without prior written approval from Furnibase.
15. CONFIDENTIALITY
15.1. For the purpose of this Provision, "Confidential Information" means any data or information that belongs to Furnibase, its affiliates, subsidiaries or affiliated companies, and not publicly known by the public, whether tangible or intangible, whenever and however disclosed, including but not limited to:
a. Marketing strategies, plans, financial information or projections, operations, estimated sales and business plans related to the related business activities of the Party in the past, present or future;
b. Any performance results including past or present orders and volumes;
c. Any business expansion plans and strategies;
d. Any products or services, and list of Buyers or goods suppliers;
e. Any scientific or technical information, invention, design, process, procedures, formulas, improvement, technology or methods;
f. Any concept, report, data, knowledge, work in a development stage, design, development tools, specifications, computer software, source code, object code, flow charts, databases, discoveries, information and trade secrets; and
g. any other information that must reasonably be considered confidential information from the disclosing party. Confidential Information does not have to be new, unique, may be patented, copyrighted or is a trade secret to be considered Confidential Information.
15.2. The Seller will not disclose the Confidential Information, unless with prior written approval from Furnibase. The Seller can only use the Confidential Information only for the purpose of implementing the Marketplace Agreement, and not for other purposes. Without prejudice to the foregoing, the Seller may disclose the Confidential Information for the following reasons:
a. Complying with the mandatory provisions of applicable Law or other rules of a recognized jurisdiction;
b. Information properly disclosed to professional advisers, auditors or Seller's bankers, provided that the recipient of the information has agreed in advance not to disclose the information;
c. The information is information publicly known and not due to a violation against this clause;
d. For arbitration purposes or legal processes arising from the Marketplace Agreement; and
e. To government institutions legally authorized upon request of the institution
15.3. The right and obligation of the Seller under Article 15 shall survive the termination of the Marketplace Agreement.
15.4. Return of Confidential Information:
a. The Seller shall return and deliver back to Furnibase all tangible material containing Confidential Information provided under this Agreement and all official reports, notes, summaries, memos, drawings, guidelines, records, citations or other derivative information derived from the Confidential Information and all documents or other materials (hereinafter referred to as the "Note") (and all copies of the above documents, including copies already converted into computer media in the form of drawings, data or word processing files, either manually or in image capture, (hereinafter referred to as the "Copy") based on or including Confidential Information in the form of any storage or recovery, when one of the following things occurs, whichever comes earlier: (i) termination of the Marketplace Agreement; (ii) when Furnibase is requested from time to time. The return of the document must be carried out within 24 hours after the occurrence of the aforementioned events.
b. However, the Seller can store the document of Furnibase as required to enable the Seller to fulfill its policy regarding document retention. In addition, the Seller can, with prior written approval from Furnibase (or in connection with the Note, upon desire of the Seller) immediately destroy any documents containing the Confidential Information mentioned above (or by deleting the data contained on the computer without being able to be recovered) and, upon request of Furnibase, carry out written certification on the destruction by the Seller employee who supervises the destruction.
15.5. There is no guarantee made by each Party based on this Provision. The Seller understands that there is no representation or warranty provided by Furnibase for the accuracy or completeness of the Confidential Information.
16. FORCE MAJEURE
16.1. Enforceability of Force Majeure to Furnibase: Furnibase will not be responsible to the Seller or deemed to have violated the Marketplace Agreement in the event of delay in the execution or failure in performing the obligation of Furnibase if the delay or failure is due to an event or reason beyond the control of Furnibase (individually referred to as "Force Majeure"). Without prejudice to the above provision, the following matters are considered Force Majeure:
16.2. In the event that matters occur as regulated in Article 16.1, Furnibase may, at its own discretion, in whole or in part delay the delivery/performance of its obligations under this Agreement when the events or matters are still ongoing. In the event that the events as referred to in Article 16.1 continue for a period of more than one month, Furnibase may terminate this Marketplace Agreement immediately by notifying the Seller in writing.
a. Natural conditions, explosion, flood, storm, fire or accident;
b. War or threat of war, sabotage, rebellion, riots or public demands, acts of terrorism or commotion;
c. Law, prohibition, regulation, local regulation, restriction or other actions that are part of government, parliamentary or local authority actions;
d. Export or import regulation or embargo;
e. Traffic disruption, strike, company dissolution or other industrial actions or trade disputes (either involving Furnibase employees or third parties);
f. Epidemic diseases declared by the World Health Organization;
g. Disruption of production or operation, difficulties in obtaining raw materials, worker, fuel or machine; and
h. Power outage or engine damage.
16.3. The enforceability of Force Majeure to the Seller: The Seller will not be responsible to Furnibase for the delay in the fulfillment or non-fulfillment of part or all of its obligations under the Marketplace Agreement if the delay in the fulfillment or non-fulfillment of the obligation is a result of Force Majeure. If the Force Majeure makes the Seller unable to perform its obligation for more than 5 (five) consecutive days, Furnibase shall be entitled to terminate the Marketplace Agreement.
17. MISCELLANEOUS
17.1. This agreement together with the documents referred to herein or made in conjunction with this Agreement constitute all agreements between the Parties in connection with the subject matter of this Agreement and supersede all previous arrangements, agreements, statements and correspondence.
17.2. Compliance with the Law: In implementing this Agreement or the Sale and Purchase Agreement, the Seller must comply with all laws, treaties, ordinances, applicable laws and regulations and in particular those related to the protection of personal data, imports and exports, and health, safety and environment, law, ordinance, codes and regulations of any jurisdiction (either international, country, regional, state, province, city or local) where this Agreement is implemented. Upon written request of Furnibase, the Seller must provide written compliance certification, required by law, ordinance, code or federal, state or regional regulation. For avoidance of doubt, the Seller can only use and/or disclose personal data received from Furnibase or directly from the Buyer (if any) only to perform its obligations under this Agreement or under the Sale and Purchase Agreement and in accordance with the requirements of laws and regulations on personal data protection applicable in the manner in which Furnibase will continue to comply with the requirements based on laws and regulations protecting the applicable personal data.
17.3. If at any time a provision herein becomes illegal, invalid or unenforceable under legal regulations of any jurisdiction, it does not affect or diminish its legality and bind it or affect the validity, enforceability and implementation of such provisions under the law of other jurisdiction, and other provisions herein.
17.4. Each Party agrees from time to time to take further action and sign and provide follow-up documents and instruments and taking or refrain from taking all actions and further matters from time to time upon reasonable request of the other Party to carry out effectively and properly, and prove better or perfect the nature, desires, meaning and true purpose of this Agreement.
17.5. If the Parties do not exercise its right in the event of violation against the contract by another Party it cannot be considered waiver of its right under the Provision or under the applicable Law.
17.6. Referred to as by written notice in this Agreement is any notice through (i) a valid letter sent with a receipt; (ii) a letter delivered privately or by facsimile or "answer-back" facsimile printout; or (iii) valid e-mail to the e-mail address registered in Furnibase.
17.7. Unless otherwise stated herein, this Agreement shall not be modified or amended without the approval from the Parties.
17.8. The terms and conditions of Articles 12.4, 13.3, 14 and 15 will survive the termination of this Marketplace Agreement for any reason.
18. GOVERNING LAW AND JURISDICTION
18.1. This agreement shall be regulated under the State Law of the Republic of Indonesia.
18.2. In the event that a dispute between the Parties to the Agreement, including but not limited to the interpretation, application, implementation, validity, violation or termination of this Agreement or its provisions, the Parties must use their best efforts to resolve the dispute by deliberation within 30 (thirty) days from the receipt of written notice regarding the dispute by either Party.
18.3. If after the period of 30 days the Parties cannot resolve the dispute by deliberation then the dispute will be referred to and resolved through arbitration based on the Indonesian National Arbitration Board ("BANI") Regulation. No party shall be entitled to initiate or file any lawsuits to the court in connection with the dispute until the dispute has been decided by arbitration as regulated in this article and the application to the court is only intended for the sake of the implementation of the arbitration award. Every award of the arbitrator in all matters in this Article is final, binding and cannot be contested. The arbitration proceedings will be conducted by an arbitral tribunal consisting of 3 (three) arbitrators. The venue for the arbitration will be held in Jakarta, Indonesia, unless agreed otherwise in writing by the Parties.
18.4. Arbitration fees shall be borne as the arbitration award and in accordance with the BANI Arbitration Procedure Regulation.
18.5. All communications in the arbitration proceedings must be carried out in English, unless stated otherwise in the BANI Arbitration Procedure Regulation.
18.6. The Parties agree to waive Articles 48 paragraph (1) and 73 paragraph (b) of Law No. 30 of 1999 concerning Arbitration and Alternative Dispute Resolution, thus the appointed arbitrator mandate remains applicable until the final arbitration award has been granted.
18.7. The provision of Article 23 will remain applicable when this Marketplace Agreement has expired or terminated earlier by any Party and for any reasons.