1. DEFINITIONS
Offer — the terms of this offer for the sale of products on the Vietamin Platform, including all annexes thereto.
Agreement — an agreement between the Shop and Vietamin, concluded on the terms of the Offer.
Shop — a commercial organization or individual entrepreneur that has accepted the terms of the Offer.
Vietamin — Limited Liability Company «VIETAMIN VN», Registration number: 4201949758. Vietamin is the owner of an aggregator of information about products (Site), on which Shops place offers to conclude purchase and sale agreements for their products or services.
Site — vietamin.info and all its subdomains, which are owned and administered by Vietamin.
Customer — a fully capable individual (individual entrepreneur) or legal entity purchasing products from the Shop on the Platform (or indicated as the recipient of the products) in the territory of the Socialist Republic of Vietnam or other countries solely for personal needs not related to with the implementation of entrepreneurial activities.
Public part of the Platform — the interface and operating mechanism of the Platform, which includes full functionality for viewing public information in the public domain posted on the Platform.
Products — products owned by the Shop or services provided by the Shop, offers for the sale, creation or provision of which it places on the Platform.
Order — a product or set of products that the Customer ordered from the Shop on the Platform.
Platform — an aggregator of information about products — an information system (computer program) posted on the Site, which provides Shops with the opportunity to post products for sale, as well as receive information about Orders. The Platform functions available to the Shop are determined by Vietamin.
Personal Account (PA) — the Shop’s personal page on the Platform, containing information about the Shop, the products it places, and the Shops’s Orders.
Activation — a confirmation sent by Vietamin to the Shop about the activation of its Personal Account.
Product card — a collection of information about a product on the Platform, including images of the product, text describing its characteristics, price and terms of sale, as well as information about the Shop and the manufacturer of the product.
Notification — an electronic message sent by Vietamin to the Shop in the personal account, as well as by email.
Email — the email address specified by the Shop when registering on the Platform.
Order creation functionality — a Platform functionality that includes a mechanism for creating an Order by the Customer in the Public part of the Platform.
2. SUBJECT OF THE AGREEMENT, ITS CONCLUSION, CHANGE, TERMINATION
2.1. Subject of the Agreement
Vietamin undertakes:
(a) for a fee, carry out transactions at the expense of the Shop related to the sale of the Shop’s products through the Platform;
(b) for a fee, carry out transactions at the expense of the Shop with third parties engaged to fulfill certain obligations related to the sale of products of the Shop through the Platform;
(c) provide services to the Shop in accordance with the Appendices to the Agreement, and the Shop undertakes to pay for them.
Rights and obligations under transactions related to the sale of products of the Shop and concluded on its behalf arise directly from the Shop.
As part of transactions related to the sale of Shop products, Vietamin, among other things, performs the following actions:
(a) providing the Shop with the opportunity to post product offers on the Platform, transmitting information about Orders of Shop products, and providing information services to Customers;
(b) development, maintenance and administration of the Shop’s Personal Account.
The Shop instructs Vietamin to conclude, on behalf of Vietamin and at the expense of the Shop, agreements with third parties for the provision of services for organizing the acceptance of payments from Customers (acquiring). The amount of Vietamin's remuneration and the procedure for determining the amount of money for services of third parties are established in the section
«Commissions and tariffs».
2.2. Conclusion and duration of the Agreement
The Agreement is concluded by sending Vietamin the text of the Agreement (offer) with notification of Activation and any subsequent actions of the Shop in the Personal Account to fulfill the terms of the Agreement (acceptance) within 365 days from the date of Activation (period for acceptance).
The performance by a potential Shop of any actions in the Personal Account before Activation is not considered acceptance. Transactions made by the Parties through actions in the Personal Account are recognized as completed in simple written form. All actions of the Shop in the Personal Account during the period of time during which the Shop is successfully authenticated in the Personal Account have legal significance. The Agreement is recognized as concluded on the date of sending the notification of Activation. The Agreement is concluded for an indefinite period and extends its effect to the relations of its Parties arising from the date of registration of the Shop on the Platform.
2.3. Refusal of Activation
Vietamin has the right to refuse Activation if the potential Shop has not been verified by the Vietamin security service, including if the potential seller violates the terms of agreements previously concluded with Vietamin, as well as in other cases. If Vietamin has not notified of Activation, then the Agreement is considered not concluded, and the potential Shop does not become a Shop and has no right to demand recognition of the Agreement as concluded by Vietamin.
2.4. Amendment of the Agreement
Vietamin has the right to unilaterally make changes to the terms of the Agreement:
(a) no later than 14 days before entry into force — about increasing the scope of obligations, reducing the scope of the Shop’s rights or increasing the amount of remuneration (except for cases for which other deadlines are provided in this paragraph);
(b) no later than 7 days before entry into force — about changing the terms of the Regulations to the Agreement;
(c) no later than 1 day before entry into force:
— on reducing the amount of remuneration;
— on adding or changing services or technical capabilities of the Platform without increasing remuneration;
— about adding or changing services or their cost, which the Shop selects and connects to the Personal Account independently;
— on changing the List of Prohibited Productss in order to comply with the requirements of the legislation of the Socialist Republic of Vietnam, as well as in order to protect the life and health of Vietamin Customers or employees;
— on bringing the terms of the Agreement into compliance with changes in the requirements of the legislation of the Socialist Republic of Vietnam.
The Shop is obliged to regularly monitor the personal account and email for changes in the Agreement.
If you disagree with the proposed changes to the Agreement, the Shop is obliged to send Vietamin a request to terminate the Agreement within 7 calendar days from the date of the Notification of Changes. Otherwise, such changes from the date of their entry into force are considered agreed upon by both Parties, are subject to application to the relations between them and become an integral part of the Agreement.
2.5. Termination of the Agreement
Any Party may terminate the Agreement out of court by sending a Notice.
The Shop has the right to unilaterally, out of court, refuse to fulfill the Agreement in case of disagreement with changes to the Agreement.
Vietamin has the right to unilaterally, out of court, refuse to fulfill the Agreement by sending a Notification:
(a) if any of the Representations is found to be untrue, invalid, inaccurate or misleading;
(b) if the Shop commits significant violations of obligations under the Agreement, such as: providing false information about the product, failure to provide information at the request of Vietamin or preventing Vietamin from checking the products and Product Cards for compliance with the requirements of the Agreement, violation of exclusive or other rights of third parties, violation of payment obligations, deterioration of the Shop’s service quality indicators to a critical level; or
(c) in other cases provided for by the legislation of the Socialist Republic of Vietnam or the Treaty.
The date of termination will be the last calendar day of the reporting period following the reporting period in which the Notification was sent.
Termination of the Agreement is carried out in the following order:
(a) on the date of notification, Vietamin stops providing Services under the Agreement (with the exception of services related to the execution of Orders accepted but not completed before the date of notification, as well as with returns of Customers, and in case of unilateral refusal by Vietamin — any services), including payment funds due to the Shop until the final reconciliation report under the Agreement is prepared, and makes the Shop’s products unavailable for sale;
(b) no later than the date of termination (or as soon as possible if one of the Parties unilaterally refuses) Vietamin sends the Shop a Reconciliation Report, which the Shop must agree upon within 3 business days or send its own version of the reconciliation report, otherwise the Reconciliation Report is considered agreed upon by the Parties.
The terms of the Agreement after the date of termination, to the extent applicable, remain in effect until the final settlement between the Parties.
2.6. Third parties
Vietamin has the right to involve third parties in the fulfillment of its obligations under the Agreement and is responsible to the Shop for their improper fulfillment of their obligations.
2.7. Concession
The Shop has no right to assign and/or otherwise transfer rights and/or obligations under the Agreement and/or in relation to any product to third parties without the prior consent of Vietamin. Vietamin has the right to assign and/or otherwise transfer its rights under the Agreement and/or in relation to any product to any third parties without the consent of the Shop.
2.8. Entire agreement
The Agreement contains complete and complete terms and conditions regarding its subject matter and supersedes all previous oral or written agreements between the Parties. Vietamin does not make or accept any other representations, warranties or obligations other than those expressly stated in the Agreement.
2.9. Independence of the provisions of the Treaty
The invalidity of individual provisions of the Agreement does not affect the validity of the remaining provisions of the Agreement and the Agreement as a whole.
2.10. Parts of the Agreement
Appendices to the Agreement and Sections of the Agreement or Appendices and Regulations are an integral part of it.
3. PUBLISHING THE SHOP AND PRODUCT PAGE
3.1. Personal account
3.1.1. Information about the Shop
The Shop undertakes to provide Vietamin with current, complete and accurate data on the object of publication in accordance with Decree No. 52/2013/ND-CP (Government, May 16, 2013) on electronic commerce, as amended on January 15, 2018 and September 25, 2021 («Decree 52»), Articles 29, 36.3 and 37.1.
3.1.2. The right to deactivate your personal account
Vietamin, with prior Notice, has the right to deactivate the Shop’s account (suspend the provision of Services) under the combination of the following factors:
(a) The Shop has activated two or more personal accounts for one legal entity or individual entrepreneur;
(b) the range of products published in the Public part of the Platform coincides by more than 30% in the Shop’s Personal Account.
Vietamin deactivates all accounts except one at the Shop's discretion. If the Shop does not provide information about the Personal Account that must be left within 1 business day from the date of the Notification, Vietamin leaves activated the Personal Account to which the Agreement with the earliest conclusion date is linked.
3.1.3. Deleting the Personal Account after termination of the Agreement
Upon completion of all actions regarding previously placed orders, Vietamin deletes the Personal Account and all information about the Shop’s products from the Platform without the possibility of recovery.
3.1.4. Actions of Vietamin in LC
Vietamin, represented by employees and other authorized persons, has the right to perform any actions in the Shop’s personal account necessary to test new types of services or functionality of the Platform, as well as resolve requests from the Shop to the Support Service, which the Parties recognize as carried out on behalf of the Shop.
3.1.5. Automatic deactivation of the Shop page
In case of inactivity of the Shop during the last 6 months (absence of any activity in the Personal Account), Vietamin sends an email to the Shop notifying about the inactivity and attaches in the letter a link to confirm the activity of the Shop.
Vietamin will deactivate the Shop page if the Shop does not click on the link in the email to confirm activity within 7 calendar days after sending the email.
Customers' access to the Shop page will be limited until the Shop logs into the Personal Account for the first time after deactivation.
3.2. Product card
3.2.1. Creating a Product Card
The Shop, through the Personal Account, independently creates a new Product Card or adds its own price offer to the existing Product Card.
Only the Shop that created it can make changes to the Card.
3.2.2. Responsibility for information in the Product Card
The Shop is responsible for the completeness and compliance of the information in the Product Card with the requirements of the legislation of the Socialist Republic of Vietnam and the Treaty.
The Shop is obliged to maintain the relevance and accuracy of the information about the product and its price posted in the Product Cards. If the Shop provides inaccurate information in the Product Card, the Shop assumes any negative consequences resulting from this, including when calculating the amount of the Vietamin Reward based on unreliable data.
The Shop is prohibited from posting information (including images) on the Product Card:
(a) not directly related to the product and/or its description;
(b) the distribution of which is prohibited under the laws of the Socialist Republic of Vietnam;
(c) for the distribution of which administrative or criminal liability is established;
(d) containing:
— public calls for terrorist activities or justification of terrorism;
— extremist materials; propaganda or scenes of pornography, violence and cruelty;
— obscene language;
— information discrediting a citizen or certain categories of citizens on various grounds, including attitudes to religion, place of residence, in connection with their political beliefs, as well as other information prohibited
Policy user-generated content.
(e) containing phone numbers, messenger accounts, email addresses, links to third-party Internet resources.
3.2.3. Product Card Processing
In case of violation of the legislation of the Socialist Republic of Vietnam and the terms of the Agreement, Vietamin has the right to check any Product Card (both at the stage of its creation and after posting on the Platform).
In case of insufficiency or non-compliance of the content of the Card with the legislation of the Socialist Republic of Vietnam or the terms of the Agreement at your choice:
(a) require changes to be made by the Shop (and the Shop is obliged to make them immediately);
(b) independently change the product category, change or supplement the content of the Product Card, including attribute values;
(c) block the Product Card on the Platform, making the product unavailable for order by the Customer.
When checking and making changes to the Product Card, Vietamin has the right to use information from the official websites of manufacturers/official distributors of products.
3.2.4. Using the Product Card
Vietamin has the right, in relation to the Product Card and/or any information blocks included in it:
(a) post them on the Platform together with price offers for similar products from other Shops;
(b) post on the Platform for advertising and marketing purposes;
(c) place in them badges or other inscriptions intended to inform consumers.
3.3. Product requirements
3.3.1. General requirements for the product
3.3.1.1. Compliance with the requirements of the Platform
The product must comply with the terms of the Agreement, the description in the Product Card and other requirements of Vietamin in the LC in all respects. If the product does not meet any such requirements, Vietamin has the right to refuse to publish the product on the Platform.
3.3.1.2. Rights to the results of intellectual activity (RIA)
For all products, the Shop must obtain the exclusive right or licenses or other necessary consents or have other legal basis for the use of trade names, trademarks, service marks, commercial designations, names, images and/or other protected proprietary rights of third parties in the territory of the Customer’s country. At the request of Vietamin, before or after the start of sales of products, the Shop is obliged to provide copies of documents confirming the right to use RIA in the territory of the Customer’s country.
The Shop guarantees that its provision of relevant documents and information does not violate any agreements with third parties, including regarding the confidentiality of restricted information (information constituting a trade secret, personal data, etc.), as well as the applicable provisions of current legislation Socialist Republic of Vietnam. The Shop agrees that Vietamin may verify the accuracy and validity of the documents provided, including by making appropriate inquiries to the persons who issued such documents, are their signatories, or are indicated in them as contacts/authorized persons. The Shop also guarantees that Vietamin's communications with these individuals will not violate their rights and, where required by applicable laws of the Socialist Republic of Vietnam, all consents/authorizations for Vietamin's interactions with them have been obtained.
3.3.1.3. Copyright holder's message
If Vietamin receives a request from the trademark owner regarding a violation of exclusive rights to a product posted by the Shop on the Platform, Vietamin requests from the Shop documents confirming its right to sell such products, and the Shop is obliged to provide documents to Vietamin. Until the documents are provided, Vietamin has the right to block the Shop Card, making it unavailable for order by the Customer.
After receiving the documents, Vietamin makes a decision on the legality of placing the Shop’s products on the Platform for sale. If the product is legally placed, Vietamin removes the block from the Shop Product Card.
The copyright holder has the right to familiarize himself with the documents provided by the Shop regarding the disputed product, as well as with the list of Shops selling products that express the results of intellectual activity and means of individualization (OIP), to which the copyright holder has exclusive rights, and the Shop gives its consent to such familiarization.
The Shop agrees that Vietamin also has the right to provide its contact information to the relevant copyright holder at the latter’s motivated request in order to contact the Shop for the purpose of pre-trial settlement of the dispute and/or going to court regarding violation of exclusive rights. Vietamin is not responsible for providing such data to the copyright holder, their use by the copyright holder and does not participate in further interaction between the Shop and the copyright holder.
3.3.1.4. Providing documents
The Shop is obliged, within 3 working days from the date of sending the request, to provide Vietamin with certified copies of any requested documents confirming the compliance of the products with the requirements of the applicable legislation of the Socialist Republic of Vietnam and the Treaty.
3.3.2. List of prohibited products
3.3.2.1. General prohibitions
The Shop has no right to place or sell any products that are subject to restrictions or prohibitions in force under the laws of the Socialist Republic of Vietnam.
THIS LIST IS NOT EXHAUSTIVE.
The Shop is obliged to make sure that it does not place products the circulation of which is prohibited by virtue of the legislation of the Socialist Republic of Vietnam.
The Platform prohibits the placement of products that may not be subject to the restrictions and prohibitions established by the legislation of the Socialist Republic of Vietnam, but are nevertheless controversial, including:
(a) means facilitating the commission of illegal acts (for example, master keys, synthetic urine to obtain «clean» test results to determine the fact of drug use);
(b) material that is racially, religiously or ethnically offensive or promotes hatred, violence, racial or religious intolerance;
(c) quizzes, sweepstakes, drawings or contests;
(d) shares, bonds, investment shares and other securities;
(e) materials of a pornographic or sexual nature;
(f) products that do not constitute offers to sell physical products or services, such as digital currency and advertisements for the sole purpose of collecting information about users.
Vietamin, in its sole discretion, reserves the right to impose additional restrictions and prohibitions.
3.3.2.2. Products subject to prohibition or control
3.3.3. List of prohibited services
The Shop has no right to offer any services that are subject to restrictions or prohibitions in force under the laws of the Socialist Republic of Vietnam.
THIS LIST IS NOT EXHAUSTIVE.
The Shop must ensure that it does not offer services the provision of which is prohibited by the laws of the Socialist Republic of Vietnam.
Vietamin, in its sole discretion, reserves the right to impose additional restrictions and prohibitions.
List and categories of services according to the conditions of
Section 2 «List of Prohibited Productss and Services».
Vietamin has the right not to fulfill obligations under the Agreement in relation to the following products:
1. Dangerous products (products), which, by their properties, belong to:
— explosives and pyrotechnic products of classes I, II, III, including, but not limited to: cartridges; distress signals; battery of fireworks; sparklers; firecrackers; mortars; rockets; roman candles; pyrotechnic candles and cake fountains; fireworks; colored smoke; festival balloons; airsoft pyrotechnics, including grenades, mines, smoke bombs, shots and charges, etc.;
— flammable and non-flammable gases in a compressed, liquefied, dissolved state under pressure, including, but not limited to: lighters; fire extinguishers for household, industrial and automobile; cylinders with gas, helium, freon, freon, MAPP gases for welding or soldering; containers for portable gas appliances containing propane, butane, isobutane, etc.;
— flammable liquids, including, but not limited to: lighter fluids; liquid paraffins; petrol; kerosene; fuel for lighters, fireplaces, candles, lamps, lanterns, torches, sajas, steam tables, fondues, etc.; solvents such as white spirit, xylene, toluene, solvent, turpentine, etc.; absolute isopropyl alcohol; technical acetone; alcohol-containing antiseptics;
— flammable solids and materials, including, but not limited to: matches; dry fuel; charcoal of animal or vegetable origin used as ignition;
— chemically active oxidizers and organic peroxides that promote the ignition of flammable substances, including, but not limited to: solutions of hydrogen peroxide (hydrogen peroxide, perhydrol) with a concentration of 7% and higher;
— toxic substances that cause acute poisoning when inhaled, swallowed, enter the body or come into contact with skin;
— caustic, aggressive substances that pose a risk of chemical burns, including, but not limited to.
2. acids and alkalis;
3. refilled acid and alkaline batteries for vehicles;
4. potentially dangerous products, the integrity and tightness of the containers, which are damaged, and their nature or properties may pose a danger to Vietamin employees or other persons, contaminate, spoil or damage products in the neighborhood and other property;
5. models or dummies of grenades, mines and shells;
6. neodymium and search magnets;
7. pesticides and agrochemicals;
8. unfilled (empty) lighters, flint, electronic USB lighters, fuel briquettes and ignition rolls;
9. living plants;
10. artistic values (paintings, icons, antiques, books published before 1950);
11. manure and droppings.
The volume of dangerous products (products) in a liquid aggregate state not listed in the restrictions must not exceed 5 liters. for consumer packaging.
3.4. Product price
The Shop independently determines the price of the product and indicates it in the personal account.
3.5. Returning products
3.5.1. The Customer's right to return products
The customer has the right to return the products in accordance with the provisions of Law No. 36/2005/QH11 of the National Assembly: Commercial Law of 2005 of the Socialist Republic of Vietnam, taking into account the specifications established by the Contract.
3.5.2. Dispute Resolution
In the event of disputes or difficulties related to the return of products, Vietamin will make every effort to resolve them within the framework of conscientious and effective interaction with the Customer. We strive to ensure that the issues that arise are resolved peacefully without involving the judiciary.
Vietamin is committed to conducting a full, thorough and impartial investigation of all product return claims and resolving them as quickly as possible. We are ready to carefully consider the circumstances and proposals presented by the Customer and make efforts to find a fair and satisfactory solution.
Only if the parties are unable to reach an agreement within a reasonable time, the resolution of the dispute may be referred to the court in accordance with current legislation.
This statement is intended to highlight our commitment to building open and trusting relationships with our customers and to making the dispute resolution process more efficient. If you have any questions related to returning products, please contact our support service for a prompt and constructive solution to the situation.
3.6. Cancellation of an Order
Vietamin has the right to cancel the Shop's Orders if it has improperly fulfilled its obligations under the Agreement. Such cancellation shall not be considered a violation of Vietamin’s obligations under the Agreement. The Shop is responsible for all negative consequences of such cancellation, including claims or demands made by the Customer, as well as a decrease in the quality of service.
The Shop has the right to cancel its Orders, but is responsible for all negative consequences of such cancellation, including claims or demands made by the Customer, as well as a decrease in the quality of service.
3.7. Privacy and personal data
3.7.1. Confidential information
Confidential information — any information that has become known to the Parties in connection with the Agreement, which has commercial value for any of the Parties due to its unknown to third parties, including, but not limited to:
— internal information, trade secrets, personal data,
— know-how, intellectual property,
— information about products, price structure, marketing strategy, commercial opportunities, etc.,
— information about the types and prices of products/services and other payments under the Agreement.
Confidential information under the Agreement may be transferred by the Parties to each other either with or without a confidentiality stamp. The parties may indicate the Confidentiality of the transmitted information in letters, acts of acceptance and transfer of documents, by e-mail, orally or in other ways.
The parties undertake:
1. use Confidential Information only for the purposes of the Agreement;
2. transfer Confidential Information only to those of its employees who need it for the purposes of the Agreement and with whom confidentiality obligations have been signed;
3. not disclose Confidential Information to third parties without the consent of the disclosing Party (except for disclosure to your professional consultants or on the basis of a reasonable request from a government agency);
4. protect the received Confidential Information from unauthorized access by third parties for 3 years after termination of the Agreement.
Confidential information does not include information in the general public domain.
3.7.2. Personal data of Customers
In cases where the Shop receives the Customer’s personal data from Vietamin and/or transfers such personal data to third parties to organize the delivery of products to the Customers, the Shop is obliged to comply with and oblige such third parties to comply with the rules and principles for processing Customers’ personal data provided for by Government Decree No. 13/2023/ND-CP dated April 17, 2023 on the protection of personal data and other applicable regulations, while remaining responsible for the actions/inactions of such third parties in relation to the personal data of Customers, as well as:
(a) destroy or ensure the destruction by third parties of the Customers’ personal data when the purpose of their processing has been achieved (sale of products to the Customer) or when Vietamin informs that there are no grounds for their processing, as well as at the request of Vietamin, within 5 business days from the date of receipt of such a request, provide Vietamin evidence of destruction or ensuring the destruction by third parties of personal data of Customers;
(b) at the request of Vietamin, within 10 calendar days from the date of receipt of such a request, provide information about the activities of third parties in processing personal data of Customers, necessary for its control;
(c) immediately (within 24 hours from the date of discovery) notify Vietamin about a leak of Customers’ personal data and/or other incident with Customers’ personal data, as well as provide detailed information about the leak and/or other incident at
legal@vietamin.info.
3.7.3. Responsibility for violations in the field of personal data
The Shop is responsible for any possible claims that may arise in connection with its violation of the laws of the Socialist Republic of Vietnam, including due to the Shop’s use of Customers’ personal data for purposes other than those specified in this section, or due to failure to comply with security and confidentiality requirements, and undertakes to compensate Vietamin for documented losses of the latter caused by such violation, including reimbursement of the amounts of possible fines, penalties and compensation that may be presented to Vietamin for payment in court or out of court, within 5 business days from the date of receipt of the corresponding demand from Vietamin.
3.8. Changing addresses and details
The parties are obliged to inform each other about changes in their legal addresses, details, telephone numbers and email addresses, and the Shop is obliged to inform Vietamin about changes in the taxation system within 1 business day from the date of changes. Vietamin makes changes to the information about the Shop on the Site within 1 business day, and to the payment details — within 7 calendar days from the date of the message.
3.9. Notifications
The Shop confirms its consent to receive any Notifications from Vietamin by email and by phone number specified in the Personal Account, including, but not limited to, information and advertising notices about Vietamin services and products.
4. REMUNERATION, REPORTING DOCUMENTS AND PAYMENT
4.1. Remuneration Vietamin
Vietamin's remuneration consists of:
(a) the percentage rate of the value of the completed Order established by Vietamin for the Shop in the Personal Account (Order Remuneration). The interest rate on the value of a completed Order is calculated on the total amount of the Order, including the cost of products, taxes and additional fees;
(b) remuneration for the execution of an agent’s order to conclude, on behalf of Vietamin and at the expense of the Shop, contracts with third parties engaged to fulfill certain obligations related to the sale of the Shop’s products through the Platform (Agency fee);
(c) remuneration for services provided in accordance with the Agreement and Appendices.
4.2. Sending Reporting Documents to the Shop
Vietamin, within 5 working days from the end of each reporting period (calendar month), but no later than the 8th, sends the following documents (Reporting Documents) to the Shop in the LC:
(a) report on completed Orders;
(b) an invoice for payment of Remuneration for Orders;
(c) if necessary, other documents.
4.3. Payment of Rewards for Orders
The Shop, within 14 calendar days from the end of each reporting period (calendar month), pays the Reward for Orders by sending funds to Vietamin’s bank account in the following ways:
(a) non-cash payment in LC — payment is made from a bank card;
(b) invoice payment — bank transfer to the Vietamin bank details specified in the invoice.
In case of untimely payment of the Reward for Orders, Vietamin sends a Notice of late payment of the Reward for Orders and provides the Shop with an additional 7 days to pay the Reward from the date of notification.
In case of untimely payment of the Remuneration for Orders, taking into account an additional 7 calendar days after receipt of the Notification, Vietamin has the right to suspend the provision of the Functionality for creating an Order by the Customer for the Shop until payment is received in Vietamin’s bank account. All other functionality of the Shop Personal Account will be available in full.
4.4. Transfer of funds to the Shop
On behalf of the Shop, Vietamin organizes the acceptance of non-cash funds from Customers for products sold and transfers them to the Shop’s bank account weekly in the following order:
(a) within five working days (Monday to Friday), Vietamin transfers funds to the Shop for completed Orders made during the previous calendar week (Monday to Sunday).
4.5. Providing payment reporting documents by the Shop
The Shop undertakes to provide once a month scanned electronic copies of all receipts for each transfer of funds from Vietamin made in the previous calendar month.
Scanned electronic copies of receipts must be uploaded to the Shop’s personal account on the «Reports — Monthly Reports» page after the Shop receives the monthly report from Vietamin. This report will be generated and available to the Shop at the beginning of each calendar month, provided that there is at least one completed order by the Shop.
Copies of checks provided must contain complete and accurate information about each payment received from Vietamin, including the amount of payment, the date and time payment was received, and other necessary accounting details.
If the Shop encounters difficulties in providing the necessary documents, it undertakes to notify Vietamin in advance and promptly discuss possible options for resolving the situation.
4.6. Tax Compliance
Both parties agree that the provision of documents regarding each transaction within the established time frame is necessary to comply with the tax laws of the Socialist Republic of Vietnam and to avoid possible problems with the tax authorities.
5. RESPONSIBILITY
5.1. General provisions
In case of failure or improper fulfillment by the Parties of their obligations under the Agreement, the Parties shall be liable in accordance with the terms of the Agreement, and in the part not regulated by the Agreement — in accordance with the legislation of the Socialist Republic of Vietnam.
5.2. Compensation for damage and loss
The Shop is obliged to compensate Vietamin for any damage caused, including, but not limited to, for any of the following violations:
(a) Violation of the Shop’s obligations under the Agreement, which resulted in damage to Vietamin;
(b) Violation of the obligations established in the Section «Confidentiality and Personal Data».
The Shop is obliged to compensate Vietamin for all property losses that Vietamin may incur in the event of civil or administrative liability due to the actions (inaction) of the Shop and/or third parties involved by it. Upon termination of the Agreement, the obligation remains in force in relation to actions (inaction) committed before the date of termination.
Damage and/or losses in accordance with the terms of the Agreement or its Appendices are accrued and paid, including by deduction, on the basis of a request sent to Vietamin in the personal account or by e-mail of the Shop.
5.3. Limitation of Liability Vietamin
5.3.1. To the maximum extent permitted by the laws of the Socialist Republic of Vietnam, the Parties agree that:
(a) any claims against Vietamin under or in connection with the Agreement shall be limited to actual damages and shall in no event include lost profits or other consequential damages;
(b) Vietamin shall be released from liability for failure to perform or improper performance of its obligations if the Shop did not notify Vietamin of its claim within 30 days from the date on which the Shop knew or should have known that the basis for such a claim had arisen;
(c) Vietamin is not responsible for transactions related to the sale of products to Customers;
(d) The Shop will indemnify Vietamin from any claims and claims of third parties in connection with the products (or otherwise in connection with the Agreement) and will indemnify Vietamin for any property losses and expenses arising in connection with such claims and claims;
(e) Vietamin shall not be liable for failure or improper performance of its obligations if the Shop has provided Vietamin with untrue, incomplete, inaccurate or misleading representations or information;
(f) Vietamin is not responsible for non-performance, delay in performance, improper performance of services due to malfunctions/failures in information systems.
5.3.2. Vietamin is exempt from liability for failure to fulfill or improper fulfillment of its obligations in the event of circumstances that pose a risk of harm to the life and health of Vietamin employees and Partners when carrying out activities in a certain territory (including military operations; counter-terrorism operation; martial law or state of emergency; state of emergency; maximum response level; other special legal regime; riots; unannounced meetings, rallies, demonstrations, marches or pickets; fall of unmanned aerial vehicles or other military or military equipment; restrictions on movement, including blocking of transport infrastructure, etc.).
After eliminating these circumstances, Vietamin is obliged to resume fulfillment of its obligations, if such fulfillment remains possible.
5.4. Force majeure circumstances
The Parties are not responsible for non-fulfillment or improper fulfillment of obligations under the Agreement if it is caused by extraordinary and unavoidable circumstances (force majeure circumstances), which are confirmed by documents of the competent authorities. If force majeure circumstances continue continuously for more than six months, then either Party has the right to refuse to perform the Agreement without compensating the other Party.
5.5. Other measures of responsibility of the Parties
The Agreement shall be governed by and construed in accordance with the laws of the Socialist Republic of Vietnam. The parties will make every effort to resolve any disputes and disagreements that arise between them under the Agreement or in connection with it through negotiations. The period for consideration of a claim is 30 calendar days from the date of receipt. Vietamin has the right to request additional information and documents from the Shop. If the requested information is not provided, Vietamin has the right to refuse to consider the claim. Any dispute that has not been resolved through negotiations shall be resolved in the courts of the Socialist Republic of Vietnam.
When considering and resolving claims, as evidence of any actions by the Shop in the Personal Account or actions of the parties to execute the Agreement, the Parties recognize the protocols of the Parties’ actions and the events occurring in connection with this in the Personal Account, which are recorded by technical devices and Vietamin software. Such protocols, including but not limited to: files, electronic protocols, logs, program codes, logs and other information in electronic form.
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