Welcome to www.topgrocer.com.Throughout the site, the terms “we”, “us” and “our” refer to topgrocer.com.These Terms & Conditions and all policies and additional terms (if applicable) posted on any Top Grocer website set out the terms on which you, as abuyer,can access and use our Site, services and applications, including our mobile application, (collectively, the “Services”) forbuying directly from sellerson the Site. These Terms apply in addition to all our other terms (including our Privacy Policy (available on the Site and as amended from time to time)) (collectively the “LegalDocuments”). By accessing, registering and/or continuing to use or access our Services, you are agreeing to be bound by these Buyer Terms and the Legal Documents with immediate effect. References in these Buyer Terms to“you” (or similar) are references to you as a legal entity.
Any new features or tools which are added to the current store shall also be subject to the Terms and Conditions. You can review the most current version of the Terms and Conditions at any time on this page. We reserve the right to update, change or replace any part of these Terms and Conditions by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. If you do not agree to all of these Terms and Conditions, you may refrain from using this platform.
1.Eligibility and Registration Requirements
1.1 You are eligible toregister as a Buyer andbenefit from the Services if you meet the following eligibility criteria:
For sellers:
1.1.1 you are a legal entity duly registered in your jurisdiction;
1.1.2 you have a valid trade license for selling and trading grocery items;
1.1.3 you have a valid trade registration certificate for selling and trading grocery items;
1.1.4 you acknowledge and agree that for certain product categories, additional requirements might be applicable.
1.2 In order to register to the Site, you will need to provide us with certain basic information about your business, such as your registration to the Site may not be accepted if you do not provide us with the required information. We reserve the right to decline any registration without further explanation. We reserve the right to undertake such checks as are necessary to verify your identity.
1.3 Once you have successfully completed registration, your registration shall continue for an indefinite period, subject to suspension or termination in accordance with clause 11 of these Terms and Conditions. We may accept or reject your application at our sole discretion for any reason and will be under no obligation to provide you with any justification of our decision.
2.Your Responsibilities
2.1 When using or accessing the Services, you agree that you:
2.1.1. are responsible for maintaining the confidentiality of, and restricting access to and use of your account and password, and accept responsibility for all activities that occur under your account and password;
2.1.2. agree to immediately notify us of any unauthorized use of your password or account or any other breach of security;
2.1.3. will provide true, accurate, current and complete information about yourself and your use of the Services as required by us;
2.1.4. will cooperate with our requests for additional information with respect to your eligibility and usage of our Services.
2.1.5. The Site will automatically produce search results that reference and/or link to third party sites throughout the World Wide Web. Top Grocer has no control over these sites or the content within them. Top Grocer does not guarantee, represent or warrant that the content contained in the sites is accurate, legal and/or inoffensive. Top Grocer does not endorse the content of any third-party site, nor does it make any representation or warranty about these sites, including that they will not contain viruses or otherwise impact your computer. By using the Site to search for or link to another site, you agree and understand that you may not make any claim against Top Grocer or any damages or losses, whatsoever, resulting from your use of the Site to obtain search results or to link to another site. If you have a problem with a link from the Site, you may notify us at email: support@Top Grocer.com
2.1.6. Agree that Top Grocer may terminate the privileges of any user who uses this Site to unlawfully transmit copyrighted material without a license, express consent, valid defense or fair use exemption to do so.
2.1.7. not make any representations, warranties or other statements concerning Top Grocer or any of their respective products or services, except as expressly authorized herein. comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) all applicable laws, rules and regulations as they relate to your business
2.2 Additionally, you agree that you will:
2.2.1 carry on activities on Top Grocer in compliance with any applicable laws and regulations
2.2.2 conduct your business transactions with Top Grocersellersin good faith;
2.2.3 carry on your activities according to these Terms, and any other applicable agreements;
2.2.4 not use Top Grocer to defraud any person or entity;
2.2.5 not impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
2.2.6 not manipulate feedback through multiple user accounts or third parties by leaving positive feedback for yourself or unjustified negative feedback for another user;
2.2.7 not copy, reproduce, download, republish, sell or distribute any information, text, images, graphics, video clips, sound, directories, files, databases or listings, available on or through Top Grocer for any purpose;
2.2.8 not engage in spamming, phishing or spreading viruses;
2.2.9 not use Top Grocer solely to collect information about other users;
2.2.10 not engage in any activities that would create liability for Top Grocer.
2.2.11 its sole discretion, Top Grocer has the right to remove a posting or listing or suspend or terminate any user account, if it learns of a violation or suspected violation of any of the points under clause 2 for any reason it considers appropriate.
2.3 Other Obligations.
2.3.1 Act as a liaison between thesellerand Top Grocer when special questions or concerns arise;
2.3.2 Abide by such reasonable rules and instructions as Top Grocer may promulgate; and,
2.3.3 Buyer is responsible for the payment of goods purchased as per the terms & conditions agreed between the buyer & seller.
3. Intellectual Property Rights
3.1.Except for the rights expressly granted under these Terms and Conditions:
· all content included on the Site, including but not limited to text, graphics, logos, images, audio clips, digital downloads and software is our property or the property of our licensors. We (or our licensors, as the case may be) retain all right, title and interest in and to the Site and the Services, including, without limitation, all Intellectual Property Rights therein; and
· all rights, title, and interest in and to any information, products or other content that you provide in connection with your use of the Services, including all Intellectual Property Rights therein, will become our property.
3.2 You agree that you have no right to use any of our trademarks without our prior written consent.
3.3 All rights not expressly granted to you in these Terms and Conditions are reserved and retained by us or our licensors.
4Warranties, Representations & Undertakings
4.1 You warrant, represent and undertake that:
· you shall fully comply and will at all times continue to fully comply with all applicable laws, statutes and regulations, including, without limitation, all privacy laws and content regulation;
· you have full power and authority to enter into these Terms and Conditions and the execution and performance of your obligations under these Terms and Conditions does not conflict with:
I. any laws, rules, regulations, or governmental guidelines to which you are subject to; or
II. any other agreements to which you are a party to or to which you are otherwise bound by;
· if you create or use an account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business to these Terms and Conditions. Such account is deemed to be owned and controlled by the business entity;
· you own or have the authority to grant the rights and licenses granted to us by you under these Terms and Conditions; and
4.2 Subject to clause 4.1, the Services are provided to you on an “as is” basis without representations, warranties or conditions of any kind. We disclaim all warranties, conditions and representations of any kind, whether express, implied or collateral, including, but not limited to, all conditions, representations or warranties of merchantability, of fitness for a particular or general purpose, of non-infringement, of compatibility or that the Services are secure or error free or will operate without interruption or will be provided in a timely or proper manner or at all.
4.3 You acknowledge and agree that Top Grocer will own all rights, titles and interests in and to any copy, translation, modification, adaptation, derivative work or improvement of the On-line Products made by or for you. At Top Grocer request, you must execute, or obtain the execution of, any instrument that may be necessary to assign these rights, titles or interests to Top Grocer or perfect these rights, titles or interests in Top Grocer’s name.
4.4 Top Grocer makes no warranty or representation of any kind, either express or implied, including but not limited to warranty of title or non-infringement or implied warranty of merchantability, fitness for a particular purpose, non-infringement or other violation of rights in relation to the availability, accuracy, validity, reliability or content of these pages and/or the site.
4.5 Top Grocer also does not make any representation or warranty regarding the accuracy or reliability of any advice, opinion, statement or other information that is submitted, displayed or uploaded through the site by any user.
4.6 Top Grocer shall not be liable for any direct, indirect, incidental, special or consequential damages, lost profits or for business interruption arising out of the use of or inability to use this site, even if Top Grocer has been advised of the possibility of such damages.
5Liability & Indemnities
5.1 Nothing in these Terms and Conditions shall limit or exclude a party’s liability:
· for fraud, including fraudulent misrepresentation, perpetrated by that party;
· for death or personal injury caused by the negligence of that party; or
· for any other liability that cannot be limited or excluded under applicable law.
5.2 Subject to clause 5.1, in no event will we, our parent company, subsidiaries and affiliates, and our, and their directors, officers, agents, employees, suppliers, subcontractors or licensors be liable, whether based on an action or claim in contract, tort, negligence, breach of statutory duty or otherwise arising out of or in relation to these Terms and Conditions for loss of profits, loss of data or information, business interruption or other pecuniary loss or for any special, indirect, incidental or consequential damages, even if we, our affiliates, directors, officers, agents, employees, licensors, subcontractors or suppliers have been advised of the possibility of such damages.
5.3 In addition, to the extent permitted by applicable law, we (including our parent company, subsidiaries and affiliates and our, and their directors, officers, agents, employees, suppliers, subcontractors or licensors) are not liable, and you agree not to hold us responsible, for any damages or losses resulting directly or indirectly from:
· the content or other informationprovidedwhen using the Services;
· your use of or your inability to use our Services;
· pricing, shipping, format or other guidance provided by us;
· delays or disruptions in our Services;
· viruses or other malicious software obtained by accessing or linking to our Services;
· bugs, errors or inaccuracies of any kind in our Services;
· damage to your hardware device from the use of products sold on the Site or our Services;
· the content, actions or inactions of third parties using our Services;
· a suspension or other action taken by us with respect to your use of the Services;
· the duration or manner in which your listings appear in search results; or
· your need to modify practices, content or behaviour or your loss of or inability to do business as a result of changes to these Terms and Conditions.
5.4 You agree to indemnify and hold us, our parent company, subsidiaries and affiliates and our, and their directors, officers, agents, employee, suppliers, subcontractors or licensors harmless from and against any losses, damages and expenses (including legal fees and attorney’s fees) (“Claims”) arising out of or relating to:
· any claims or demands made by any third party due to or arising out of your use of the Services;
· your violation of any of the provisions of these Terms and Conditions, including, without limitation, any of the warranties, representations and undertakings;
·your violation of any applicable laws, including, without limitation, data protection or anti-spam laws; or the manner in which you use our Services, including, without limitation, that the content youreceive
· Regardless of the above clauses, the total liability of Top Grocer, our employees, agents, affiliates or representatives for any or all your claims during any calendar year is limited to USD $100. The above clauses will apply whether or not Top Grocer has been advised of, or should have been aware of, the possibility of any losses.
6Transactions Between Buyers and Sellers
6.1 Through its website and related applications, Top Grocer provides a platform for buyers and sellers to interact with one another for the sale and purchase of products. Top Grocer does not represent either buyers or sellers in any transaction and is not a party to any agreement between them.
6.2 You must agree on and create your own contractual terms and upload the order details of each transaction to the Top Grocer platform including terms of delivery, payment, return or refund policy.
6.3 Top Grocer does not control and is not responsible for the quality, legality, safety, pricing or availability of the products offered for sale on Top Grocer.com, the ability of sellers to complete a sale or the ability of buyers to complete a purchase.
6.4 By accessing or using Top Grocer.com, you accept the risks of conducting any transaction, as well as any related activities, such as storage, shipment and delivery and return of products with buyers.
6.5 Top Grocer shall not be liable for unsatisfactory or delayed performance, losses, damages or business interruptions as a result of products which are unavailable, damaged or not delivered with buyers, and you shall take the responsibility for resolution.
6.6 Top Grocer may, but is not required to, mediate or attempt to resolve any dispute or disagreement between buyers and sellers but will not be responsible for the resolution of such dispute.
7Invoicing and Taxes
7.1 The primary invoicing relationship is betweenseller and the buyer; therefore, seller will not issue any invoices to Top Grocer for the sale of products. Seller are solely responsible for issuing and submitting an invoice to the buyer directly, as agreed between seller and thebuyer, but at latest at the time of delivery.
7.2 Buyerwill be responsible for collecting, reporting and payment of all taxes.
8Transaction Processing and Payment of Sales Proceeds
8.1 Under no circumstances will Top Grocer be liable for any claim of non-payment by the Buyer.
8.2 If Top Grocer determines that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to repeatedly violate this Agreement, the Terms or other policies, then Top Grocer is not obligated to act on your behalf.
9Third-Party Sites or Services
9.1 Top Grocer may give you access to third-party sites or services through hyperlinks, or other means. You should review the third-party terms and conditions, as Top Grocer has no control over and does not monitor such sites. Top Grocer will not be liable to you for the content of these sites or your use of them.
9.2 Top Grocer may offer you third-party services, such as payment gateways, and delivery services. These services may be subject to a separate agreement between you and the service provider. Under no circumstances will Top Grocer will be liable to you for the use of such services.
9.3 Third-party services may be subject to separate fees. You will be informed of such fees prior to the performance of the services.
10Cooperation with Authorities
Top Grocer has the right to cooperate fully with governmental or regulatory authorities or law enforcement in the investigation of any suspected criminal or civil wrongdoing. As permitted by applicable laws and policies, Top Grocer may disclose aBuyer’sidentity and contact information regarding a seller's account, transactions or activities carried on Top Grocer.com. Top Grocer will not be liable for damages due to such disclosure, and you agree not to bring any claim against Top Grocer for the disclosure.
11Suspension, Termination & Cancellation
Without prejudice to any of our rights and remedies and without any liability to you, we may limit, suspend or withdraw a user’s access to the Services, cancel any product(s) order and/or remove content submitted by you at our sole discretion. For the avoidance of doubt, any amounts paid and received by us in relation to a cancelled product(s) order will be refunded.
12General
1. Governing Law. These Terms and Conditions and any non-contractual rights or obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of the United Arab Emirates, as applied in the Emirate of Dubai.
2. Dispute Resolution. If you have an issue with our Services, please contact us. We will endeavour to resolve your issue as soon as possible. Any disputes or Claims arising out of or in connection with these Terms and Conditions, including any non-contractual rights or obligations arising out of or in connection with these Terms and Conditions shall be referred to and finally resolved by arbitration under the Arbitration Rules of the DIFC – LCIA Arbitration Centre, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be Dubai International Financial Centre. The language to be used in the arbitration shall be English.
3. Third Party Rights. A person who is not a party to these Terms and Conditions has no right to enforce any of its terms.
4. Relationship of the Parties. Nothing contained in these Terms and Conditions will be deemed or construed by the parties or any third party to create the relationship of partnership, joint venture or agency between the parties, it being understood that the parties will at all times remain independent parties contracting for Services.
5. Further Assurances. The parties will do and execute or arrange for the doing and executing of each necessary act, document and thing reasonably within its power to implement and give effect to these Terms and Conditions to its full extent, including, without limitation, assisting each other in complying with applicable law.
6. Assignment. These Terms and Conditions will be binding upon and enure to the benefit of the parties and their respective successors and permitted assigns. You agree that you will not assign or transfer these
7. Terms and Conditions or any of your rights or obligations under these Terms and Conditions, whether directly or indirectly, without first obtaining our prior written consent, such consent not to be unreasonably withheld.
8. Entire Agreement. These Terms and Conditions and the documents referred to or incorporated herein by reference contain the entire agreement between the parties with respect to the subject matter and supersede all prior agreements, negotiations and representations, written or oral, relating to its subject matter. Except as provided in these Terms and Conditions and the documents referred to or incorporated into these Terms and Conditions by reference, there are no conditions, representations, warranties, undertakings or agreements between the parties whether direct, indirect, collateral, express or implied.
9. Amendment. These Terms and Conditions cannot be modified, varied, amended or supplemented in any way by you. We reserve the right to modify, vary, amend or supplement these Terms and Conditions at any time and from time to time. We will post the current version of these Terms and Conditions on the Site and each such change will be effective upon posting on the Site or upon the date designated by us as the “effective date” (if any). Your continued use of the Services following any such change constitutes your agreement to be bound by and its acceptance of these Terms and Conditions as so modified.
10. Severability. If any provision of these Terms and Conditions is determined by any court of competent jurisdiction to be invalid, illegal or unenforceable, that provision will be severed from these Terms and Conditions and the remaining provisions will continue in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either of the parties.
11. Force Majeure. Neither party will be liable for any loss or damage or for any delay or failure in performance due to acts beyond the control of such party whether or not such acts could reasonably be anticipated (including acts of God, legislative, judicial or regulatory acts of any provincial or the federal government, court or regulatory authority, acts of any of our subcontractors or any third party providers of goods or Services to us, labour disruptions, blackouts, embargoes).
12. No Waiver. Any waiver by us of any of the provisions of these Terms and Conditions will not constitute a waiver of any other provision (whether similar or not), nor will any such waiver constitute a continuing waiver of that particular provision, unless expressly provided by us in writing.
13. Communications. You may contact us through email, social media or live chat on the Site.
14. Survival. All provisions that either expressly or by their nature survive, will survive suspension or termination of your membership of the Site.
