terms of service

Welcome to www.embrilla.com. The owner and operator of the Site is Embrilla E Commerce

SAE, an Egyptian joint stock company, registered in the Arab Republic of Egypt under

License No. 29064 with its main office located at Building 4 Arkan 2 Sheikh Zayed, Giza,

Egypt (“Embrilla ”, together with all relevant Affiliates, “we”, “our”, “us”). The Seller Terms,

together with the Legal Documents, as amended or modified by us from time to time

(collectively, the “Agreement”) is hereby entered into between us and the Person

identified by us as owning the Seller Account and accepting the Agreement (“Seller”, “you”, “your”). 

PLEASE READ THE AGREEMENT CAREFULLY AS THEY AFFECT YOUR RIGHTS AND

LIABILITIES UNDER THE APPLICABLE LAW. BY SIGNING THE AGREEMENT, YOU

ACKNOWLEDGE THAT THE AGREEMENT HAS BEEN REVIEWED AND ACCEPTED IN

ITS ENTIRETY. IF YOU DO NOT ACCEPT THE AGREEMENT IN ITS ENTIRETY OR IF

THE AUTHORISED SIGNATORY DOES NOT HAVE THE REQUISITE AUTHORITY TO

BIND YOU, THE AGREEMENT MUST NOT BE ACCEPTED AND YOU AND THE AUTHORISED

SIGNATORY MUST IMMEDIATELY DISCONTINUE ALL USE OF THE SITE AND SERVICES.  

1. 1 Definitions
   1. 1.1 Unless defined otherwise in the Agreement, capitalized terms shall have the following meaning:
   
   (a)“Affiliates” meanswith respect to any entity, any other entity that is directly or indirectly controlled by, in control of or under common control with that entity.(b)“Authorised Signatory” meansthe individual(s) designated by the Seller as its authorized representative(s) on Embrilla Partners Platform to legally bind the Seller and accept the Agreement on its behalf and who are either: (i) mentioned in the trade license or similar license of the Seller; or (ii) who has been duly authorized by the Seller in writing by way of a notarized power of attorney, resolution or any other form of authorization accepted by us. (c)“Applicable Laws” meanprovisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable in the Territory.(d)“Confidential Information” meansinformation relating to us, to the Services or the Customers that is not known to the general public, including any information identifying or unique to specific Customers; reports, insights, trade secrets, processes, operations, style of works, or apparatus, or to the production, sales, shipments, purchases, transfers, identification of customers, inventories, or amount or source of any income, profits, losses, or expenditures and other information about the Services, data derived from the Services except for data arising from the sale of your Products comprising of Products sold, prices, sales, volumes and time of the transaction; and technical or operational specifications relating to the Services. For the purposes of the Agreement, customer Personal Data constitutes Confidential Information at all times.(e)“Counterfeit Products” meanProducts that are or contain items misrepresented as having been designed, produced, and/or sold by an authorized manufacturer and seller, including unauthorized copies, replicas, or substitutes.(f)“Customer” meansthe final consumer of the Products and related services.(g)“Defective Products” meanProducts that are faulty, deficient, damaged, fake, date-expired, incomplete in any respect or suffer from any shortcoming or imperfection, does not meet quality standards, harmful, from an unauthorized source/distributor/manufacturer, or unfit for the intended purpose for which they are sold or used or unfit for use or consumption.(h)“Effective Date” meansthe date on which the Agreement is accepted by the Seller on the Site.(i)“Fees” meanall fees and amounts payable by you to us under the Agreement, including any default fees, storage fees, referral fees, warranty fees, retention penalty fees and applicable fees for any other Service that we provide to you, such fees being detailed in Embrilla Program Policies, set out on Embrilla Partners Platform or agreed otherwise between us and you.(j)“Intellectual Property” meansany patent, copyright, trademark, domain name, moral right, trade secret right, or any other intellectual property right arising under Applicable Laws and all ancillary and related rights, including all rights of registration and renewal. (k)“Legal Documents” meancollectively, (i) Embrilla Program Policies, (ii) Terms of Use, (iii) Terms of Sale and (iv) Privacy Policy available on the Site and as amended or modified by us from time to time.(l)“Net Sales Proceed” meansall proceeds received from the sale of Products through the Site after deducting: (i) all applicable Taxes; (ii) Fees; (iii) any shipping, handling; (iv) any payments withheld under the Agreement; and (v) any other charges payable by you to us arising out of or in connection with the Agreement.(m)“Embrilla Partners Platform” meansthe online portal and tools made available by Embrilla to you, for you to create your store and Seller Account. (n)“Embrilla Program Policies” meanthe current versions of Embrilla’s program policies which are available on the Site at this uniform resource locator any other URL, along with any successor or replacement of such policies.(o)“Onboarding Documents” meaninclude: (i) complete legal business name, registered address of your business, and contact details such as, email address of the Authorised Signatory, email address of your business, phone number; (ii) a valid trade license or similar license to sell Products in the Territory; (iii) VAT registration certificate (if applicable); (iv) VAT registration certificate as non-resident business (for non-Egypt based legal entities); (v) certified bank details; (vi) valid credit card information relating to credits cards accepted by us; (vii) notarized power of attorney; (viii) valid identification documents of the Authorised Signatory; and (ix) as well as any other information we may request from time to time.(p)“Person” meansAny natural person (except a minor under the Applicable Law) or a juridical person recognized under the Applicable Law, including a limited liability company, a partnership, foundation and public or private joint stock company.(q)“Personal Data” meansany data relating to an identified natural person, or a natural person who can be identified, directly or indirectly, through the linking of data, by reference to an identifier such as his name, voice, image, identification number, online identifier, geographical location, or one or more physical, physiological, economic, cultural or social characteristics.(r)“Privacy Policy” meansthe current version of the privacy policy which is available on the Site at URL: https://www.Embrilla.com/egypt-en/privacy-policy/ or any other URL, along with any successor or replacement of such policy. (s)“Products” meanany goods and/or service that you: (i) have offered for sale to Customers through the Site; or (ii) have made available for advertising through our advertising service.(t)“Product Liability” meansany and all liability arising out of the sale of Defective Products. (u)“Product Liability Claims” meanany all claims named by Customers, regulatory bodies, authorities or any third parties that arise out of or are in relation to with Product Liability.(v)“Required Documents” meaninclude brand authorization letters, trademark registration certificates, documents relating to product registration and any other documents relating to the Products requested from you from time to time.(w)“Seller Account” meansthe account created by you on the Embrilla Partners Platform for the purposes of registration for selling Products. (x)“Seller Terms” meanthe Embrilla seller terms and conditions that are accepted by the Seller on the Site and that form a part of the Agreement.(y)“Services” meanany or all services provided by us to you, the terms and conditions of which are further detailed in Embrilla Program Policies, or any other services agreed between us and you in writing from time to time.(z)“Site” meansthe current version of the website and related mobile application available at URL: www.Embrilla.com or any other URL, along with any successor or replacement of such website and related mobile application.(aa)“Taxes” meanany and all sales, goods and services, use, excise, premium, import, export, consumption, and other taxes, regulatory fees, levies (specifically including environmental levies), or charges and duties assessed, incurred, or required to be collected or paid for any reason in connection with any Services.(bb)“Terms of Sale” meanthe current version of the terms of sale which is available on the Site at or any other URL, along with any successor or replacement of such terms.(cc)“Terms of Use” meanthe current version of the terms of use which is available on the Site at or any other URL, along with any successor or replacement of such terms. (dd)“Territory” meansthe Arab Republic of Egypt.(ee)“VAT” meansvalue added tax, as applicable in the Territory.(ff)“Your Materials” meansYour Trademarks and any other Intellectual Property made available by you to us.(gg)“Your Trademarks” meansany trademarks that you provide us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.
   1. 1.2 Interpretation
      
      
2. 2 Eligibility and Enrollment