SELLER TERMS AND CONDITIONS

1. Interpretation
1.1. Definitions:
1.1.1. “Agreement” means the agreement to be entered between Party A and Party B,
which includes the Seller Agreement of even date, these Seller Terms and
Conditions and any schedules, annexes, attachments, and documents expressly
incorporated by reference.
1.1.2. “Business Day” means any day, other than Saturday, Sunday, a legal holiday or
any day on which banking institutions are authorised or required by law or other
governmental action to close in Hong Kong.
1.1.3. "Collection Point” means a location which shall be designated by Party A from
time to time, which is within Party B’s country of residence.
1.1.4. “Content” means all text, graphics, logos, icons, photographs, images, moving
visual representational images, or a combination of sounds and such images,
audio, computer programs, and other material featured, displayed or used in or in
relation to Everuts.
1.1.5. “Customer” means a person who engages the service of an Party B via Everuts.
1.1.6. “Days” means calendar days.
1.1.7. "Everuts" means the social e-commerce platform and its associated sites or
applications designed, operated and maintained by Party A (or its affiliated
companies) through Party B can receive Orders from Customer.
1.1.8. “Fee” means in respect of each Fulfilled Order a fixed commission fee payable by
Party B to Party A for the Services.
1.1.9. “First Mile Delivery” means the shipment of Product by Party B to the Collection
Point.
1.1.10. “Fulfilled Orders” means in an Order which has been paid by and the paid Product
has been delivered to Customer and passed the 3-day return period.
1.1.11. “HKD” means the official currency of Hong Kong.
1.1.12. “Hong Kong” means the Hong Kong Special Administrative Region of the People’s
Republic of China.
1.1.13. “Intellectual Property Rights” means any and all of the following items, whether
or not registered, applications for the following items (whether or not registrable)
and the right to apply for the items (where registrable):
(a) trademarks, logos, trade / brand names
(b) design rights, registered designs, and unregistered designs,
(c) copyrights,
(d) domain names and URLs,
(e) rights in respect of confidential information, and
(f) all other intellectual property rights and similar rights in any country of the
world, in which Party B has an ownership interest or legal right of use.
1.1.14. International Delivery” means the shipment of Product from Collection Point to
Party A’s designated locations in Hong Kong.
1.1.15. “Last Mile Delivery” means the shipment of ’s Product from Party A’s designated
location in Hong Kong to the Customer.
1.1.16. “Order” means an order placed by Customer, via Everuts, to Party B for purchase
of Product.
1.1.17. “Parties” mean Party A and Party B, and “Party” shall mean either one of them.
1.1.18. “Payment Cycle Report'' means in respect of a given month, the monthly report
provided by Party A to Party B that sets out certain Order related data, including
number of Fulfilled Orders.
 1.1.19. “Product” refers to any item, tangible, or intangible, ordered for purchase via
Order from Customer to Party B.
1.2. Headings are for ease of reference only and shall not affect the interpretation or
construction of these terms and conditions;
1.3. Words imparting the singular shall include the plural and vice versa. Words imparting a
gender shall include every gender and references to persons shall include an
individual, company, corporation, firm, or partnership; and
1.4. References to “include” or “including” or like words or expressions shall mean without
limitation.

2. Licence to Use and Services

2.1. In consideration of the Fee, Party A shall:
2.1.1. grant a non-exclusive licence to use Everuts to Party B; and
2.1.2. provide the followings services to Party B:
(a) a payment gateway capable of managing multiple means of payment for Orders
placed by Customer;
(b) Customer services to address Customers’ enquiries and issues including but not
limited to orders, payment, returns, and refunds;
(c) marketing and promotional campaigns on a platform-wide basis; and
(d) International Delivery and Last Mile Delivery of the Products pursuant to the
Customer Orders.
2.2. In order to maintain uniform high standards of the registered agents, protect the
Intellectual Property Rights, and maintain the goodwill of Everuts, fulfilment of clause
2.1 above by Party A is conditioned upon the satisfactory discharge of Party B’s
obligation as set out in clause 3 below.
2.3. In the event of any breach of the Agreement of any governing law or regulations, Party
A shall be entitles to remove the profile and/or storefront and/or Content of Party B
from Everuts without prior notice.

3. Party B’s Obligations

The Party B shall:

3.1. be fully responsible for listing their services onto Everuts, including setting their fees
or the price of the Product where applicable.
3.2. ensure that the Products and all Content published on Everuts in relation to the
Products comply with all applicable legal and regulatory requirements.
3.3. ensure that the Products they purchase on behalf of the Customer are of
merchantable quality, fit for purpose, or fit for human use or consumption. Without
limitation, Party B shall not purchase any Products past the “due by date” or “best
before date”, or marked as “not for sale”, “not for individual sale”, “tester”, “sample” or
with wording to a similar effect on behalf of the Customer;
3.4. perform their obligations, whether under this Agreement with due care, skill and
diligence and in accordance with all applicable laws, rules and regulations, and Party
A’s policies and/or guidelines;
3.5. be fully responsible for the import and export of Product, including obtaining any
necessary import and export licences, certificates of origin or other requisite
documents in respect of the importation and exportation of the Products into the
countries designated by Customers;
3.6. not source or purchase on behalf of Customers any prohibited goods or services as set
out in Schedule 2 (Restricted and Prohibited Items).
 3.7. install and use a dedicated electronic system provided by Party A to process Orders;
3.8. provide information and documents (i.e. receipt of the sale of Product, certificate of
authenticity) if the listing price of the Product is above HKD3,500 (or the equivalent of
Party B’s local currency) to Party A in order to prove the authenticity of Products and
regulatory compliance (when applicable). Such documentary evidence shall be
included in the parcel to be shipped to Customer and uploaded to the channel/ portal
as designated by Party A. If the listing price of the Product is equal to or below HKD
3,500 (or the equivalent of Party B’s local currency), if requested by Party A, Party B
shall upload to the channel/ portal such information and documents requested by
Party A to prove the authenticity of Products and regulatory compliance (when
applicable).
3.9. take pictures of the Product(s) and send or upload the same to the channel/ portal as
designated by Party A before shipping the Product(s) to the order collection point,
unless otherwise specified by Party A.
3.10. when Product(s) offered by Party B are required or requested by regulatory authorities
or other competent third parties to be recalled or taken down from posting or listing on
Everuts, take down the Products or any relevant and related Product Content from
Everuts forthwith and follow Party A’s product recall instructions upon Party A’s
immediate notice. For the avoidance of doubt, such product recall instructions apply
only to such Product(s) required by regulatory authorities to be recalled.
3.11. follow Party A’s reasonable product return instructions upon Party A’s immediate
notice, as set out in Schedule 1 (Delivery and Return Policy).
3.12. not publish any contact information or any promotional information on the goods
packaging, place any promotional material (including but not limited to leaflets,
business cards, posters and brochures) and/or do any act that may advertise or
promote (i) Party B’s own website and/or social media platform(s), and/or (ii) any Party
B’s sales or service channels other than Everuts.
3.13. comply with Party A’s product packaging standards and guideline to be determined
and updated by Party A from time to time.
3.14. not procure the making of any comments and/ or review and/or rating for the purpose
of promoting Party B’s Products without genuine intention. Party B shall not
contribute to any false or misleading comments and/or review and/or rating on
Everuts.
3.15. ensure that each Product Party B listed on Everuts is accurately categorised and
contain appropriate Product details, descriptions, category, photographs, or videos.

4. Expenses
4.1. Unless otherwise stated, each Party shall bear its own costs and expenses in carrying
out its obligations under this Agreement.

5. Fee and Payment

5.1. Party B shall pay the Fee to Party A for each Fulfilled Order at the rate set out in Part 2
or at the rate as adjusted by Party A in accordance with Clause 5.2 of this Agreement.
5.2. Party A has the right to adjust the Fee from time to time. Unless otherwise stated, any
such update/ adjustment shall be with immediate effect once notice is given to Party B.
5.3. In respect of the Products, Party A shall pay Party B the amount of net revenue (after
deduction of all applicable charges, including without limitation the Fee, amount
refunded or refundable or subject to charge-back to buyers, payers or third parties)
once per month together with a Payment Cycle Report to Party B showing the Fulfilled
Orders (which the product return period as specified in clause C, Schedule 1 has lapsed)
 to which the Fee relates and the amount of the Fee and the amount of net revenue
payable to Party B. The amount of net revenue payable to Party B shall deem to be final
and conclusive if no written notice of dispute is given by Party B within fourteen (14)
days from the date of receipt of the Payment Cycle Report (except for those amounts
refunded, refundable or subject to charge-back to buyers, payers or third parties as
requested subsequently by such parties after the product return period as specified in
clause C, Schedule 1). In the event that the amount in dispute raised by Party B is
accepted by Party A, the said amount will be adjusted in the Payment Cycle Report.
5.4. For the avoidance of doubt, Party A shall only be liable to pay the relevant net revenue
or net amount to Party B under this Agreement when (1) such revenue or amount is
actually received by Party A in accordance with Party A’s records (which shall be final
and conclusive), and (2) such revenue or amount is not subject to any refund, refund
requests, charge-back or charge-back requests by any financial institution, payment
processor, Customer, payer or third party and is not otherwise deemed to be a
suspicious transaction in Party A’s sole opinion.
5.5. In the event, after payment of the relevant net revenue or net amount is made by Party
A to Party B, such amount, for whatever reason, becomes subject to any refund, refund
requests, charge-back or charge-back requests by any financial institution, payment
processor, Customer, payer or third party, Party B should be liable to reimburse Party A
for the same forthwith. Such payment shall either be:
5.5.1. Set off by Party A from the lump sum that Party A is required to pay Party B as
indicated on Party’s B next Payment Cycle Report; or
5.5.2. Settled by Party B within seven (7) HK Business Days upon notice from Party A. All
the expenses and costs arising from such payment transactions including but not
limited to currency exchange and transactional fees shall be borne by Party B.
5.6. Party A may set off against any amounts payable to Party B any amount owed by Party
B to Party A (or to a third party, if such third party claims such amount from Party A or,
in Party A’s sole opinion, will likely do so). Party B shall not have the right to set off any
amounts owed by Party A. Any payment made by Party A to Party B shall be without
prejudice to any claims or rights which Party A may have against Party B.

6. Confidentiality
6.1. Party B undertakes that it shall at all times keep confidential the terms and contents of
this Agreement and any confidential information concerning Party A, except where prior
written approval has been obtained from Party A or where such disclosure is required
by laws.
6.2. Notwithstanding Clause 6.1 above, Party B agrees that Party A may share certain data
collected through Everuts including but not limited to data relating to sales transactions,
user traffic, logistics and warehouse performance publicly and with Party A’s partners
including without limitation with existing and potential business partners, registered
personal shoppers, sellers or suppliers of the goods/services on Everuts, start-up
entrepreneurs and academics.

7. Term
7.1. The of the Agreement is as set out in Part 3 of the Seller Agreement and shall thereafter
be automatically renewed for the same periods unless terminated by either Party with
a minimum 30 days’ written notice before the expiry of the initial term (or renewed term).
8. Termination
8.1. This Agreement may be terminated by Party A on giving immediate written notice to
Party B if (i) Party B is in material breach of the terms of the Agreement, or (ii) Party B
files a petition in bankruptcy, or has filed against it an involuntary petition in
bankruptcy not dismissed within sixty (60) days after filing, or applies for or consent to
the appointment of a receiver, custodian, trustee or liquidator, or makes a general
assignment for the benefits of creditors. Party B agrees and accepts that any breach
of the provisions under Clauses 3, 5.1, 6, 9A and 10 shall constitute a material breach.

9A. Intellectual Property

9A.1. Party B hereby grants to Party A, its holding company and affiliated companies, a
non-exclusive and royalty-free licence to use Party B’s Content and Intellectual
Property for purpose of the Agreement, including without limitation Product
photographs, videos, and descriptions.

9A.2. All Intellectual Property right of Everuts belongs to Party A. Party B acknowledges
that except as expressly provided in this Agreement it will not acquire any rights in
respect of such rights and goodwill and that they are, and shall remain, vested in
Party A.

9. Representations and Warranties

9.1. Each Party represents and warrants that it has full power and authority to enter into
this Agreement and that upon execution and delivery hereof, this Agreement will
constitute the valid and binding obligations of the Party.
9.2. Party B warrants, represents, and undertakes to Party A as follows:
9.2.1. Party B is free to enter into this Agreement and grant Party A the rights and
licences granted under it and is not under any disability, restriction or prohibition
which might prevent Party B from performing or observing any of Party B’s
obligations under this Agreement;
9.2.2. Party B has not entered into and will not enter into any arrangement which may
conflict with this Agreement; and all third-party liabilities shall be the sole
responsibility of Party B, and Party A shall not incur any liability for these;
9.2.3. Party B is entitled to grant the rights and licences herein, and will maintain
throughout the term hereof all rights, authorisations and licences that are
required in order for it to perform its obligations hereunder;
9.2.4. All information, details, and documents that Party B supplies and furnishes to
Party A or its authorised agents for the purpose of International Delivery and Last
Mile Delivery are true and accurate and complete, and do not contain any
misstatement or misleading or deceptive fact and/ or omit to state a material
fact. Party B shall be solely responsible for errors and omissions in, and
authenticity of, such information, and shall be solely responsible for all penalties,
losses, costs, consequences and liabilities in relation to provision of such
information to Customers, regulatory authorities or other third parties.
9.2.5. the use or sale of any of the Products and/or any Content published or to be
published by Party B on Everuts do not and will not infringe any third-party
rights;
9.2.6. the Products are fit for their intended purpose;
9.2.7. all Content in relation to the Products and/or Party B including without limitation
Content on the store page, shop banner, product description pages and Party B’s
 price list, catalogues, and sales literature (other than the account name which is
not required to follow the real name of Party B) are true and accurate and will not
contain any untrue, misleading, and deceptive statements, representations or
claims in respect of the Products, and Party B will be solely responsible for any
errors, omissions or losses in relation to its information published on Everuts;
9.2.8. Party B acknowledges that the ownership of the Customer data is vested with
Party A solely and Party B shall not (and shall contractually procure that its
employees, contractors and agents shall not) use the customer data for Party B
(or such contractor or agent)’s own marketing purposes nor any purposes other
than for handling the Customer Order and shall not transfer any Customer data
to any person unless such transfer is necessary for handling the Customer Order;
9.2.9. Party B shall implement adequate security, technical and organisational
measures and take all practical steps to prevent unauthorised or accidental
access, processing, erasure, loss, or use of any Customer data.

10. Indemnification
10.1. Party B shall indemnify Party A, its holding company and affiliated companies and
their respective officers, employees, consultants, agents, and representatives from
any and all claims, demands, liabilities, damage and/or expenses, including but not
limited to legal fees, incurred or sustained by Party A as follows:
10.1.1. in respect of any fines by any governmental or quasi-governmental authorities
onto Party A in connection with the Product sourced or listed or Order accepted
by Party B on Everuts.
10.1.2. in respect of any alleged or actual infringement of any intellectual property
rights, copyright, trademark, design rights or any other rights of any third party;
10.1.3. any loss and/or damage sustained by Party A and/or for which Party A may be
liable as a result of the failure of Party B to perform its obligations to Party A;
10.1.4. in respect of any claims which may be asserted against or suffered by Party A
relating to the use of the Products, including without limitation claims based on
product liability laws.
10.1.5. in respect of any breach by Party B of the warranties, representations, and
obligations under this Agreement; and
10.1.6. in respect of any fraudulent, unlawful and/or suspicious transactions in respect
of the purchase and/or resale of the Products or otherwise relating to or in
connection with the Products (regardless of any negligence, default, conduct or
fault, in whole or in part, by Party A or any indemnified parties).

11. Limitation of Liability

11.1. To the extent permitted by law, Party A excludes all warranties, conditions, and
representations other than expressly stated in this Agreement.
11.2. Party A disclaims and excludes all other warranties conditions, representations and
guarantees, express or implied, including but not limited to (i) implied warranties of
merchantability, fitness for a particular purpose, and non-infringement (ii) warranties
as to the quality or performance of the materials, information, goods, services,
technology and/or Content provided under or in connection with this Agreement,
including but not limited to the quality, completeness or accuracy of any Content
made available on Everuts. Party A further makes no warranty that Everuts will be
uninterrupted, timely or error-free or that the results or information obtained from use
of Everuts will be accurate or reliable.
 11.3. To the extent permitted by law, Party A’s liability under or in connection with this
Agreement, whether arising in contract, tort, negligence, breach of statutory duty or
otherwise, shall not exceed the sum of the Fee received from Party B for the preceding
twelve (12) months.
11.4. Party A shall not be liable to Party B in contract, tort, negligence, breach of statutory
duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever
incurred or suffered by that other Party of an indirect or consequential nature
including without limitation any economic loss or other loss of turnover, profits,
business or goodwill.
11.5. Party A does not intend, and does not undertake, to monitor the materials and
information provided by Party B, and accepts no responsibility arising therefrom. Party
A shall have the right, at its sole determination, to delete any Party B’s materials and
information from Everuts without any prior notice to Party B.
11.6. Party B acknowledges and confirms that Party A does not act as, and shall under no
circumstances be regarded as, an importer, exporter or distributor of the Products.
Party A disclaims and excludes all such representations, warranties and guarantees,
express or implied, and to the extent permitted by law, all responsibilities and liabilities,
whether arising in contract, tort, negligence, breach of statutory duty or otherwise, of
an importer, exporter or distributor of the Products.

12. General
12.1. any Party in exercising any right or remedy provided by law under or pursuant to this
Agreement 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.
12.2. If and to the extent that any provision of this Agreement 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 Agreement but without invalidating any of the remaining provisions of
this Agreement.
12.3. This Agreement sets forth the entire agreement and understanding of the Parties and
supersedes all prior oral or written agreements, understandings or arrangements
relating to the subject matter of this Agreement. Neither Party shall be entitled to rely
on any agreement, understanding or arrangement that is not expressly set out in this
Agreement.
12.4. This Agreement may be executed in any number of counterparts and by the Parties to
it on separate counterparts, each of which is an original but all of which together
constitute one and the same instrument.
12.5. Party B shall not assign, delegate, sub-contract, mortgage, charge or otherwise
transfer any or all of its rights and obligations under this Agreement without the prior
written agreement of Party A. Party A may, however, assign and transfer all its rights
and obligations under this Agreement to any person to which it transfers all of its
business, provided that the assignee undertakes in writing to the other Party to be
bound by the obligations of the assignor under this Agreement.
12.6. Nothing in this Agreement shall be deemed to constitute a partnership between the
Parties, nor constitute any Party the agent or an employee of the other Party.
12.7. Any notice to be given under this Agreement shall be in writing and shall be sent by
mail, by fax or email to the relevant Party. Notices sent as above shall be deemed to
have been received 4 HK Business Days after the day of posting (in the case of local
mail), or 7 HK Business Days after the date of posting (in the case of air mail), or on the
next HK Business Day after transmission (in the case of fax messages, but only if a
 transmission report is generated by the sender’s fax machine recording a message
from the recipient’s fax machine, confirming that the fax was sent to the number
indicated above and confirming that all pages were successfully transmitted), or on
the next working day after sending (in the case of email). The Parties agree that it shall
be effective service of process of any legal action or proceedings arising out of or in
connection with this Agreement by serving the process on a Party upon the address
set out in this Agreement.
12.8. Clauses 6, 9A, 9, 10, 11 and 12 of this Agreement shall survive the termination of this
Agreement.
12.9. Party A’s holding company and affiliated companies, and their respective officers,
employees, consultants, agents and representatives (each a “Party A Third Party”)
may rely on any provision of this Agreement (including without limitation any
indemnity, limitation or exclusion of liability) which expressly confers rights or benefits
on that person. Subject to this, no person who is not party to this Agreement shall
have any right to enforce any term of this Agreement.
12.10. Party A reserves the right to amend these Terms and Conditions at any time at
Everuts’ discretion without prior notice. The amended Seller Terms and Conditions are
effective from the date they are notified to Party B. Party B’s continued use of Party
A’s services and/or placement of the Products on Everuts shall represent Party B’s
unconditional acceptance of the latest version of the Seller Terms and Conditions.
12.11. The Parties agree that the policies, guidelines and operation procedures published by
Party A from time to time on its Site shall form a part of these terms and conditions as
if they are/ were expressly set out herein. In case of conflict or inconsistency, this
Seller Terms and Conditions shall prevail.
12.12. Neither Party will be liable for any losses arising out of the delay or interruption of its
performance of obligations under this Agreement due to any acts of God, acts of civil
or military authorities, civil disturbances, wars, strikes, or other labour disputes, fires,
transportation contingencies, interruptions in telecommunications, utility or any other
occurrences which are beyond such Parties’ reasonable control (each of a “Force
Majeure Event”), provided that Party’s delay will provide the other Party’s notice of any
such delay or interruption as soon as reasonably practicable and will use commercially
reasonable efforts to minimise any delays or interruptions resulting from the Force
Majeure Event and in no event will any failure to pay any monetary sum due under this
Agreement be excused from any Force Majeure Event.
12.13. This Agreement 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 Agreement.
 SCHEDULE 1

DELIVERY AND RETURN POLICY

A. Order Acceptance and First Mile Delivery

1. Upon receipt of an Order Request, Party A shall pass the order request information in
its prescribed form, including but not limited to Customer account name, product
name, description, photo, and quantity to Party B.
2. Party B shall then based on the Order Request, source the requested product(s) and
reply to Party A and/or the specified Customer via the prescribed method on Everuts
app (where applicable), providing information including but not limited to the selling
price and product link of the requested product(s) (“Party B’s Offer”).
3. Party B is deemed to have acknowledged the Order Request by providing and
submitting Party B’s Offer to Party A and/or the specified Customer. Party B shall
use its best endeavours to fulfil the corresponding Order Request.
4. As soon as Party B is notified by Party A via the prescribed method on Everuts app
(where applicable) that the Customer confirms and accepts Party B’s Offer i.e.
Customer checking out the specified Product(s) mentioned under its Order Request,
Party B shall indicate the “Expected Preparation Day” on the Merchant Portal. Where
the requested product(s) requires pre-ordering, the “Expected Preparation Day” shall
be no later than the 365th day from the day of the Order Request.
5. For the purpose of delivery, Party B has to ensure all Products are (a) packed in
accordance with Party A’s packing instructions and (b) accompanied by Party B’s
invoice, delivery note, and notice (if any) or other accompanying documents; and (c)
arrange the First Mile Delivery at its own risks, costs and expenses.
6. Unless otherwise stated, the designated order collection points of Party A in Party
B’s shipping country shall operate between 10:00 to 18:00 on its respective Business
Days.

B. International Delivery and Last Mile Delivery

1. Delivery of Products from the order collection point to the Customers shall be
handled by Party A or its authorised agents at its own costs and expenses.
2. The Products shall be deemed to have been delivered to the Customer when the
Products are to be left at the Customer’s address or acknowledged receipt by a
recipient, irrespective in each case of whether the Products are to be carried to the
Customer by Party A or its authorised agents.

C. Product Returns and Refund

1. Where Party A recognises that a Product was (i) mistakenly shipped and/or delivered
to the Customer (including but not limited to wrong size, wrong colour and wrong
item); (ii) damaged or (iii) defective for reasons connected or due to the fault of Party
B or (iv) subject to product recall by regulatory authorities or other competent third
parties (“Returnable Product”):
a. Party A shall cancel the Customer Order.
b. Party A shall credit the Customer’s account at Everuts for the price of the
Products (or an appropriate portion of the price) after deduction of any store
offered discount/rebate on that particular item at purchase.
c. Party B shall not be entitled to any payment by Party A.
d. Party B shall only be entitled to seek the return of the Returnable Product(s)
at their own risk, costs and expenses (i.e. the return costs). Party B shall
 inform and confirm such return with Party A and pay the return costs to
Party A within five [5] Days.
e. The shipping of the Returnable Product(s) may be subject to duties and taxes
as determined by customs in the destination country. Party B shall be
responsible for all the relevant duties and taxies and such fees are payable to
Party A within five [5] Days upon demand.
f. In the event that Party B fails to confirm its intention to seek the return of
the Product(s) and settle the above-mentioned fees within the timeframe
stipulated by Party A, Party A shall have the unencumbered right to (i) the
salvage value of such Returnable Product(s) or (ii) dispose of such
Returnable Product(s), without any further notification and further liability to
Party B. Party A shall not be liable for value of the Products salvaged or
disposed under this clause.
2. Where Party A recognises that a Customer Order was incomplete for reasons
connected or due to the fault of Party B:
a. Party A shall credit the Customer’s account at Everuts for the price of the
delivered Product(s) (or an appropriate portion of the price) after deduction
of any store offered discount/rebate on that particular item at purchase.
b. Party B shall only be entitled to payment in relation to the delivered
Product(s) (less Fee).
3. For any returnable Product, Party A shall arrange the said Returnable Product(s) to
be shipped from Hong Kong to Party B within fourteen [14] HK Business Days
(“Return Shipment”) at the risks of Party B and the said returnable Product shall be
expected to reach Party B within fourteen [14] HK Business Days upon sending,
unless otherwise specified. Party B however would be liable for any applicable
custom duties, import tax and delivery fees in respect of the Return Shipment.
4. Customers are entitled to a 3-day return period if the return reason complies with
Everuts’ Terms of Use and Return and Refund Policy.

D. Insurance
1. In the event that Party B’s Product is lost and/or damaged during the International
Delivery and/or Last Mile Delivery:
a. Party A shall compensate Party B 100% of the Product price.
b. The maximum compensation per Product is HKD100,000 and will be settled in
HKD based on the exchange rate indicated by the Hong Kong Association of
Banks. Party A reserves the right to final determination in respect of the
exchange rate.
2. Clause D1 shall only be applicable if the Product Damage occurs during or arising out
of the International Delivery and/or the Last Mile Delivery, i.e., when the outer
package of the parcel shows significant signs of damage including but not limited to
dents, worn corners, water leakage, missing parts and/ or any other visible damage.
3. In the event that Party B’s Product per se is defective i.e., there is no visible damage
to the package of the parcel, but the Product is reported to be faulty/ defective by a
Customer, Party A accepts no liability or responsibility in relation to such Product
damage. Party A reserves the right of all final decisions related to the Product’s
insurance coverage, delivery, return and refund.
 SCHEDULE 2

RESTRICTED OR PROHIBITED ITEMS

Party B shall not offer to sell any restricted of prohibited goods/services, including but not
limited to the following:

E. Prohibited Items

1. Animals (including insects and hatching eggs), plants, seeds, fertilisers and soil;
2. Bullion;
3. Counterfeit or pirated goods;
4. Currency;
5. Dangerous goods (refer to Part C below), hazardous or combustible materials including
but not limited to explosives, firearms, corrosive substances, radioactive materials, guns,
restricted knives and ammunition, and prohibited weapons;
6. Gambling and lotteries equipment;
7. Human remains;
8. Irreplaceable items;
9. Obscene, indecent articles and pornography;
10. Raw meat and uncooked seafood;
11. Tobacco products and smoking devices;
12. Any infringing goods / services of whatsoever nature arising from or in relation to any
infringement or alleged infringement of any intellectual property rights;
13. Any used articles and stolen goods;
14. Any item(s), the carriage of which is prohibited by any law, regulationm or state of any
federal, state or local government to or through which the shipment may be carried; and
15. Other products deemed by Everuts as inappropriate or unfit for listing on Everuts.

F. Restricted Items

1. Alcohol products (e.g. beer, wine, spirits);

2. Antiques or Fine Art or Works of Art;
3. Collectibles and/or rare items (any item worth more than its original purchase or that is
not commonly available);
4. Dangerous drugs, pharmaceutical products and medicine, and proprietary Chinese
medicines and Chinese herbal medicines;
5. Medical samples;
6. Milk powder;
7. Perishable items (e.g. flowers, foodstuffs, items requiring temperature control or special
handling)
8. Loose precious and semi-precious stones (cut or un-cut, polished or un-polished); and
9. Any products / services prohibited by law or regulated by licence or permit.

G. Dangerous Goods

1. Any aerosols, including: hair spray and deodorants;

2. Air bag inflators and modules or seat-belt pretensioners;
3. Alcoholic beverages containing > 24% alcohol by volume;
4. Batteries classified as dangerous such as wet spillable/non spillable lead-acid/alkaline
batteries;
5. Batteries/cells including: lithium-ion/polymer/metal – alone and in or with electronic
devices;
6. Carbon dioxide, solid (Dry Ice);
7. Corrosives such as: acids, corrosive paint and dyes, rust removers;
8. Environmental waste including: used engine oil and used or damaged batteries;
9. Explosives or ammunition such as: fireworks, flares and sparklers;
10. Flammable liquids such as: acetone, lighter fluid, solvent-based paints;
11. Flammable solids including: magnesium and potassium;
12. Gases including: flammable, non-flammable, compressed and toxic gases such as fire
extinguishers and scuba tanks;
13. Infectious and/or biological substances expected to contain pathogens or other agents
such as: bacteria, viruses, parasites, prions;
14. Matches, lighters or lighter refills including: cigarette lighters containing petrol and
butane lighters;
15. Oxidising materials or organic peroxides such as disinfectants and hair dyes; and
16. Pesticides, toxic herbicides and insecticides or poisons toxic substances.
 SCHEDULE 3

PENALTY CHARGES

Party B agrees to pay Party A (“Everuts”) the Penalty Charges as set out in this Schedule 3
(Penalty Charges) which forms an integral part of the Seller Terms and Conditions.

Party B agrees that:

1. Penalty Charges will be calculated based on the total weight of the waybills completed
within each payment cycle.
2. Weights shall be rounded up to the nearest 0.1kg.
3. Any penalty charges and price of any refunds shall be deducted by Everuts in the
following Payment Report. The penalty charges shall be converted to Party B’s
requested currency.
4. Penalty Charges will not be capped and are based on Penalty Rule below.
5. You are required to indicate and submit the product weight when you make an offer.
When the products arrive Hong Kong, our team will re-weigh the parcel providing us with
an actual weight, and an absolute variance (if there are any differences). If the total
absolute variance of all your completed waybills for a single month is greater than 10% of
the total indicated weights, a penalty will incur. If the total absolute variance for that
month is 5lbs or less, the penalty will be waived.

No. Penalty Rule Penalty Charge (HKD)

1 Total absolute variance of all completed waybills for Total absolute variance of all
a single month > 10% of the total submitted weights. completed waybills for a single
month * 35
Example: If the total absolute
Note: If total absolute variance for the month is 5 variance is 8 lbs, you will be
pounds (lbs) or less, the penalty is waived. charged 8 * 35 = HKD280
(equivalent to your requested
currency)

Everuts reserves the right to make changes to this Schedule 3 (Penalty Charges) from time to
time without providing any prior notification. The amended Schedule 3 (Penalty Charges) is
effectives from the date the Seller is notified of the same. Seller’s continued use of Everuts’
services and/or placement of the Products on Everuts shall represent Seller’s unconditional
acceptance of the latest version of Schedule 3 (Penalty Charges). In the event of any disputes,
Everuts reserves the right of final decision.