Definition: The purposes of this Agreement, in addition to the capitalized terms defined elsewhere in this Agreement, the following terms shall have the following meanings:
Agreement: means the Sign-Up Form and these Retailer Terms (as updated from time to time);
Dropshipped and Dropshipping: means sending Products directly from the Supplier to an End Customer on behalf of a Retailer.
End Customer: means an end customer of a Retailer to whom any Products are to be Dropshipped;
Cost: Means the price that the Supplier lists against the Products as being the price that the Supplier shall charge Retailers for selling such products, exclusive of transaction fees, taxes, and shipping costs.
Retail Price: This means the suggested retail price, which the Supplier may recommend to Retailers as the sale price for Products to End Customers.
Sign-Up Form: means the online sign-up or registration form completed by the Retailer which refers to these terms, and which may set out certain commercial terms such as the terms, fees, and features of the Service to be delivered to the Retailer.
Personal Data: means any information or data that alone or together with any other information relates to an identified or identifiable natural person ("data subject"), or data considered to be personal data under Privacy Laws. An identifiable natural person can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
Privacy Laws: means any law, statute, directive, or regulation, including any and all legislative and/or regulatory amendments or successors thereto, regarding privacy, data protection, information security obligations, and/or the processing of Personal Data (including without limitation the General Data Protection Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data as amended or superseded from time to time).
Products: means Supplier's products listed by Supplier through the Service, including, without limitation, those specified in the Sign-Up Form (if any) and as may otherwise be updated by Supplier from time to time in accordance with the terms of this Agreement.
Retailer: means the entity registering as "Retailer" through the signup form, where the entity wishes to receive Dropshipping or Wholesale services from Suppliers in accordance with these terms.
Retailer Order: means an order by a Retailer for Products from the Supplier submitted through the Smartli Platform.
Services: means the services offered by Smartli and subscribed for by Retailer under the Master Agreement.
Shipping Price: means the fee listed on the Smartli Platform by the Supplier for shipping any Products to End Customers.
Smartli Platform means Smartli’s online, web-based marketplace platform linked to Shopify that allows Retailers to purchase products directly from suppliers who have subscribed to Smartli’s services, which products are to be dropshipped or sold as wholesale by such suppliers to the End Customer.
Supplier: means a supplier who has subscribed to the Smartli Platform, primarily for the purpose of using the Smartli Platform as a marketplace for retailers to list supplier products on their online store and having those products Dropshipped or sold as wholesale by that supplier to that Retailer’s End Customers.
Total Fees: means, in respect of a Retailer Order, the aggregate of the Cost for all products ordered, the Shipping Price, and transaction fees that Smartli may impose and any applicable sales, value-added, or similar taxes.
User: means an employee, contractor, or agent of the Supplier who is authorized by the Supplier to use the Service, and who has been supplied a user account and password by the Supplier (or by Smartli at the Supplier’s request) for the Service. In this Agreement: (a) words denoting the singular include the plural and vice versa and words denoting any gender include all genders; (b) all usage of the word "including" or the phrase "e.g.," in this Agreement shall mean "including, without limitation," throughout this agreement; (c) all dollar amounts are expressed in United States dollars (USD) unless expressly provided otherwise on the Sign-Up Form. Headings and the division of this Agreement into articles and sections are for the convenience of reference only and shall not affect the interpretation hereof. If there is any conflict or inconsistency between the terms in the various parts of this Agreement, these Terms will take precedence.
Smartli Platform as a Marketplace. The Smartli Platform is an online marketplace that enables suppliers (including the Supplier) to publish their products (including the Products) on the Smartli Platform for Retailers to view, list on the Retailer’s online stores, and sell directly to End Customers on the basis of the products being Dropshipped or sold as wholesale by the supplier. As the provider of the Smartli Platform, Smartli does not purchase, sell, resell, provide, control, manage, offer, deliver, supply, or Dropship any Products. If a retailer orders a Product to be Dropshipped by the Supplier, the Retailer and the Supplier are entering into a contract directly with each other. Smartli is not and does not become a party to or another participant in any contractual relationship between Retailers and Suppliers. Smartli is not acting as an agent in any capacity for any Retailer or Supplier.