This Offer (hereinafter the “Agreement”) is a binding contract between you (hereinafter also referred to as the “Retailer”) and the drop shipping platform agency services provider Easy Service Ltd., a company duly registered and acting under the laws of Malta, registration number C87188, having its registered address at Tower Gate Place, Tal-Qroqq Street, Msida, MSD1703, Malta (hereinafter referred to as "Ecombo").
1. BASIC DEFINITIONS USED IN THE AGREEMENT
1.1. Drop shipping shall mean a supply chain management method in which the retailer does not keep goods in stock but instead transfers the customer orders and shipment details to either the manufacturer, another retailer, or a wholesaler, who then ships the goods directly to the customer.
1.2. Customer shall mean a Natural Person or Legal Entity using the Internet for receiving, transmitting and viewing information as well as for goods purchasing.
1.3. Store shall mean Shopify Store, landing page or Web site, sales portal, or shopping cart owned or operated by the Retailer for selling goods online.
1.4. Ecombo Platform shall mean Web site and system of the Ecombo that provides the means for drop shipping agency services offered by Ecombo.
1.5. Personal Account shall mean a personal Web page of the Retailer generated in the Ecombo Platform, associated with the personal login and password of the Retailer, containing information about the Retailer, and allowing the Retailer to manage the Offers. The communication between the Ecombo and the Retailer shall be applied through the Retailer’s Personal Account.
1.6. Offer shall mean a proposal of the Retailer to a Customer to conclude a retail sales agreement for the sale of specific goods. Offers shall be in the form of an information unit either static (with a non-changing image), animated, graphic, or textual, rectangular, square, or shaped otherwise, containing the following data: (i) image of an item of merchandise proposed for ordering by Customers; (ii) information about the item of merchandise including its price for the Customer; (iii) a transfer code (hypertext link or other) to the Web page of the Store where an Order can be made by a Customer.
1.7. Order shall mean an acceptance by the Customer of the Offer published by the Retailer, containing information about the name and quantity of the goods ordered and information provided by the Customer as required for making an Order.
1.8. Data Protection Laws means any applicable data protection or privacy laws or regulations as may be amended or superseded from time to time, including but not limited to: the EU General Data Protection Regulation (“GDPR”) as implemented by countries within the EEA; and/or other laws or regulations that are similar, equivalent to, successors to, or that are intended to or implement the laws or regulations applicable to Retailer in relation to the transmission and processing of Personal Data under or in relation to the Agreement.
1.9. Personal Data means any information relating to an identified or identifiable natural person (‘data subject’).
1.10. Controller, Personal Data, Processor, Processes/Processing shall each have the meanings given in the applicable Data Protection Laws.
1.12. Other definitions not provided in this section shall be interpreted in accordance with the commercial practice and applicable legislation.
2. THE SERVICES
2.1. Based on your acceptance of the Agreement, Ecombo shall render to you the following services:
2.1.1. Ecombo will provide you with your Personal Account on the Ecombo Platform;
2.1.2. Ecombo will provide you with the ability to integrate your Store with the Ecombo Platform;
2.1.3. Ecombo will provide you with access to the catalogue of Offers currently available for publishing in the Store and drop shipping through the Ecombo Platform, and ability to publish such Offers in your Store;
2.1.4. At the time the Customer makes an Order in the Store, Ecombo, acting in the name and at the expense of the Retailer, in the interests and on behalf of the Retailer will perform the following legal and other actions:
(1) in accordance with the Order transferred to Ecombo, automatically conclude retail sales agreement(s) with supplier(s) of the goods advertised in the Offer(s);
(2) conduct customer support in relation to the Orders.
2.2. All conditions, which are not mentioned in this Agreement, shall be agreed on through your Personal Account.
2.3. The Parties came to an agreement to use the Ecombo Platform in order to make an inventory of rendering services according to the Agreement including processing of statistics. The data of the system shall be used to estimate the amount of services provided and evaluate their cost. The Retailer agrees that any other inventory system of services provided shall not be considered as an official source of information for inventory.
3. THE ORDER OF EXECUTION OF THE AGREEMENT
3.1. Ecombo will maintain the catalogue of Offers available for publishing in the Store. The goods represented in Offers available in the catalogue will be chosen by Ecombo. The Retailer will choose the Offers form the catalogue to be published in the Store and promoted by the Retailer.
3.2. The Retailer will be able to modify each Offer by setting a retail price for Customers and amending description of an item of merchandize.
3.3. The Retailer will promote its Store and Offers in its usual course of business.
3.4. Once the Customer makes an Order, the information about the Order will be automatically transferred into the system of the Ecombo Platform.
3.5. Ecombo through the Ecombo Platform, acting in the name and at the expense of the Retailer, in the interests and on behalf of the Retailer will automatically conclude retail sales agreement(s) with supplier(s) of the goods advertised in the Offer(s).
3.6. Ecombo will use the name and contact information of the Customer as the name and contact information of the receiver of the goods, and the address provided by the Customer as a shipping address.
3.7. Ecombo will conduct customer support in relation to the Orders.
3.8. The Retailer will be able to suspend displaying one, several or all of its Offers at its own discretion using Personal Account.
3.9. The ability of Customers to make Orders through particular Offers may be automatically suspended at the decision of the supplier or for any other reason in the case the item of merchandize is not available for ordering. Additionally, Ecombo shall have the right at its discretion to suspend the ability of Customers to make Orders through particular Offers.
3.10. The service of Ecombo providing Offers for publication in the Store is a service of providing information about goods that may be offered and sold by the Retailer. Ecombo will not have access and will not control Offers published by the Retailer in its Store. The Retailer shall be responsible for its choice of the goods (Offers), for publishing Offers and for compliance of the information provided in the Offers published with any applicable law and non-infringing of rights of third parties. Such responsibility shall be with the Retailer regardless of whether the Offer was modified by the Retailer or not.
3.11. The Retailer shall be responsible for compliance with any applicable law in relation to the offering of the goods for sale to the public in the particular country. The Retailer guarantees to the Ecombo neither perform nor propagandize any activity against the law.
3.12. The Retailer while promoting the Offers shall be responsible for compliance of its advertising materials with any applicable law and non-infringing of rights of third parties.
3.13. The Retailer represents and warrants and must ensure that during the validity of the Agreement the Store, Offers and advertising materials do not and will not contain any of the following:
a) any objects of intellectual property rights of third parties, used in violation of the rights of rightholders or the legislation;
b) any statements that does not correspond with the generally accepted moral and ethical standards;
c) personal information or any other references to any practicing medical worker;
d) references to any public institutions;
e) personal information or any other references to celebrities or any other famous persons in any field or sphere;
f) any statements that contain incorrect information about the goods;
g) any statements that contain information about incorrect packages and prices;
h) any false announcements about marketing activities related to the goods, including free trials, giveaways, lotteries etc.
i) incentive traffic;
j) hyperlinks, footers, etc. that lead to Ecombo website;
k) any reference to Ecombo or the Ecombo Platform, unless such reference is directly agreed by Ecombo in writing.
3.14. The Retailer guarantees the reliability of the information and documents provided to the Ecombo.
3.15. The Retailer guarantees that it owns and will own all rights with regard to the content of the Store, which is subject to or may be subject to intellectual property rights (jointly - "Retailer’s Content"), or the Retailer has (and will continue to have) all the powers, rights, documents, licenses, agreements and permits with respect to the Retailer’s Content.
3.16. The Retailer undertakes to confirm the right to provide its services under a certain service mark or other means of individualization, providing the Ecombo with properly certified copies of relevant documents.
3.17. The terms of the Agreement do not provide and can not be interpreted as providing for the transfer of rights to the intellectual property of the Ecombo (or part thereof). No provisions of the Agreement shall be interpreted as an assignment of the intellectual property rights of the Ecombo or a waiver of these rights. Unless otherwise expressly provided by the Agreement, the Retailer is prohibited from performing any actions with the intellectual property of the Ecombo.
3.18. The Retailer undertakes to monitor and be responsible for all uses of the services, which are carried out using the Personal Account, as well as for all Retailer's Content. The Retailer undertakes to ensure the confidentiality of its login and password.
3.19. The Retailer undertakes to abstain from, and bears responsibility for the commission of the following actions by its employees or other persons who have access to the Personal Account:
3.19.1. The uploading, transmission or demonstration of the Retailer's Content in a context that can be regarded as defamatory, libelous, indecent, harassing, threatening or abusive, provocative, racist, offensive, misleading or fraudulent, calling for criminal or malicious acts, or otherwise violates the rights of the Ecombo or third parties (including intellectual property rights, rights to privacy, civil (contractual) rights) or otherwise exposes any natural or legal person or brand in an unfavorable light, in the absence of prior explicit consent on their part.
3.19.2. Publishing or using the intellectual property of the Ecombo in violation of exclusive rights, or creating frames, placing external links, scrapping pages, creating mirror sites.
3.19.3. Use of search "spider robots" or other automatic means, programs, scripts, algorithms, methodologies, and other similar or equivalent methods for analysis, collection, copying or monitoring of any part of the Ecombo Platform, or otherwise reproducing or overriding the Ecombo Platform's navigation structure (or as an attempt to obtain) any materials, documents, services or information by means not intentionally provided under the Agreement.
3.19.4. Performing actions in a way that can be regarded as damaging the reputation or good name of the Ecombo or can discredit the Ecombo or cause harm to it.
3.19.5. Purchasing search queries and other cost-per-action keywords (such as Google AdWords) or domain names that contain the Ecombo name, the Ecombo Platform name or their variations, or distorted spelling variations.
3.19.6. Direct or indirect depersonalization of any physical or legal person or providing false information to the Ecombo or indicating them on the Ecombo Platform, or other manipulations in order to conceal the Retailer's identifying data or the source of messages or transmissions sent by the Retailer to the address of the Ecombo or third parties.
3.19.7. Dissemination of statements that do not correspond to reality about the connection of the Retailer with any physical or legal person or presentation of such communication in a false light, or dissemination of unreliable statements that the Ecombo or third parties recommend the Retailer, its business, goods or services or confirm the truth of the Retailer's statements, or indirect indications of any of the above.
3.19.8. Making reverse requests, tracking or attempting to monitor other users of the Ecombo Platform or otherwise interfering with the rights of other users to privacy or other rights or to violate them, or collecting information that allows users to establish the identity on the Ecombo Platform without their explicit informed consent.
3.19.9. Testing or scanning the Ecombo Platform, or another program or network connected to the Ecombo Platform, for their vulnerability.
3.19.10. Uploading on the Ecombo Platform any viruses, worms, trojans, time bombs, web bugs, spyware and malicious programs or other computer codes, files or programs that could damage or intercept the functionality of hardware or software or telecommunications equipment, or other potentially malicious, destructive or aggressive codes or components, or otherwise use the Ecombo Platform to develop, create, distribute or otherwise transfer or perform any of the above.
3.19.11. Performing any actions that create an unreasonable or disproportionately large load on the infrastructure of the Ecombo Platform or another program or network connected to the Ecombo Platform, or otherwise interfere with the functioning, or disruption of the operation of the Ecombo Platform or the servers or networks on which it is located or that provide it, or violate the requirements, procedures, policies or regulations established by such servers or networks.
3.19.12. Deleting or modifying of copyright references, watermarks, restrictions and symbols indicating the rights of the Ecombo, including the copyright symbol [©] or [® or ™], which are contained or accompany the intellectual property of the Ecombo.
3.19.13. Violating, attempting to violate or otherwise failing to comply with the provisions of the Agreement or the requirements of the applicable law that apply to the use of the Ecombo Platform.
3.20. The Retailer acknowledges and agrees that failure to comply with these requirements or providing false representations or guarantees may lead to the immediate blocking of the Personal Account and services provided, with or without notice to the Retailer, without the possibility of refunding the money paid for the provision of the services.
4. PRICE AND SETTLEMENT
4.1. The remuneration for the services rendered by the Ecombo shall be 7 % (seven) percent of the price charged for the item of merchandize by the Retailer.
4.2. The remuneration stated in the article 4.1 shall be for all services rendered in accordance with the Agreement.
4.3. The Retailer in addition to paying the remuneration for the services will compensate to the Ecombo the cost of the goods paid by the Ecombo under the contracts with suppliers.
4.4. Payment for the services and compensation of the cost of the goods shall be made by the Retailer as follows:
4.4.1. After you accept the Agreement and request the services, the Ecombo will issue an invoice for security deposit of 1000 (One thousand) US dollars.
4.4.2. At the time the Ecombo pays to the supplier for the goods ordered by the Customer, the Ecombo will set off the cost of the goods paid to the supplier with the corresponding amount of the security deposit. The Agreement will be the grounds for the set off without the need for any additional arrangement.
4.4.3. At the time the Ecombo becomes entitled for the receipt of remuneration for the services rendered, the Ecombo will set off the amount of remuneration due to Ecombo with the corresponding amount of the security deposit. The Agreement will be the grounds for the set off without the need for any additional arrangement.
4.5. In the case the amount of the security deposit is insufficient to cover the cost of the goods ordered and a corresponding amount of the remuneration of the Ecombo, Ecombo will have the right to stop rendering services until the Retailer replenishes the amount of the security deposit.
4.6. All payments under the Agreement shall be made by non-cash transfer of funds.
4.7. All invoices shall be paid not later than 5 (Five) business days upon issued.
4.8. All payments shall be deemed final when the amount under an invoice is credited to the account of the beneficiary.
4.9. The beneficiary will pay all fees of the bank of the beneficiary. The remitter will pay fees of all other banks.
4.10. Ecombo will provide the Retailer on a weekly basis with a Report of an agent. The Report will be provided through the Personal Account of the Retailer or otherwise, as may be agreed by the Parties. The Report shall have the following information about the contracts concluded by the Ecombo as an agent with suppliers of the goods: (1) the number of an Order, (2) the item of merchandize ordered by the Customer, (3) the price paid by the Ecombo to the supplier, (4) corresponding amount of the remuneration of the Ecombo, (5) the balance of the Retailer’s security deposit.
5. LIABILITY OF THE PARTIES
5.1. Notwithstanding anything to the contrary in the foregoing, under no circumstances shall the Ecombo be considered as the “publisher” or “advertiser” of the Offers chosen by the Retailer, neither the manufacturer nor distributor of the goods. The Ecombo in no way shall be deemed to recommend the goods and accepts no liability in respect of the Offers, the goods, their consumer properties, including any claims of the Customers or state authorities for damage to the Customers, or to third parties, as well as for losses, damages, costs or expenses incurred by the Retailer or other persons as a result of the sale of the goods advertised in Offers by the Retailer or other services by the Retailer, publication of Offers in the Store, promotion of published Offers by the Retailer or other use of the Ecombo Platform by the Retailer or in connection with the above actions. In addition, the Ecombo shall not be liable for errors in the Offers made by the Retailer, improbable or obscene information, or the lack of necessary information, or other illegal or infringing content that the Customers or other persons may encounter.
5.2. The Parties agree that the services are provided on an "as-is" basis, since it is impossible to develop software that does not contain errors and shortcomings. At the same time, the Ecombo will take commercially reasonable efforts to eliminate any malfunctions, failures and errors on the side of the Ecombo in order to ensure its use in accordance with the terms of the Agreement.
5.3. The Retailer acknowledges the risks associated with using the Ecombo Platform; confirms that the Ecombo can not guarantee (and does not guarantee) the concrete results of such use or interaction, and that the Retailer hereby assumes all risks and liability for any kind of harm that may be caused in connection with this interaction or as a result of said interaction. The above risks may include, among other things, the provision of incorrect information, failure to provide information, breach of warranty or contractual obligations, violation of rights and subsequent claims.
5.4. The Retailer is notified or will be notified in the future that some functions of the Ecombo Platform may be provided in the BETA version and be BETA-tested. The Retailer understands and agrees that such functions of the Ecombo Platform may contain software errors, failures in operation and deviations from the planned or intended mode of operation. The use by the Retailer of the Ecombo Platform functions in the BETA version means the Retailer's consent to participate in the BETA-testing of the corresponding functions.
5.5. The Ecombo, its officers, directors, members (shareholders), employees, affiliated organizations or agents shall not be liable to the Retailer for any direct, indirect, incidental, special, punitive or similar damages incurred as a result of (1) errors or inaccuracies in the Retailer's Content; (2) harm to health or property related to the use of the Ecombo Platform or sale of goods by the Retailer; (3) unauthorized access to the Ecombo Platform, the Personal Account or personal, confidential information or other information stored on them, or their use; (4) interruptions in the exchange of data with the Ecombo Platform on the side of the Retailer or third parties or termination of such exchange; (5) events not dependent from the Ecombo, including failures in the operation of the Internet or equipment, power failures, strikes, labor disputes, insurgencies, insurrections, public unrest, fires, floods, hurricanes, earthquakes, explosions, natural disasters, wars , acts of terrorism, government actions, orders of courts, state bodies or tribunals; or (6) inability to use, loss of data, profits, damage to reputation or other non-material losses that result from the use or inability to use any or all of the functions of the Ecombo Platform.
5.6. The Retailer undertakes to protect the Ecombo, its officers, directors, participants (shareholders), employees, affiliated organizations and agents from any claims and liabilities, and compensate them for any damages, losses, debts and expenses (including attorneys' fees), arising, occurred or incurred as a result of: (1) violation by the Retailer of the provisions of the Agreement; (2) the Retailer's violation of the rights of third parties, including copyrights, access rights, property rights or privacy rights in connection with the use of the Ecombo Platform by the Retailer, the Store or the Retailer's Content; or 3) other kinds of claims related to the infliction of harm to third parties by the Retailer or the Retailer’s Content.
5.7. The Parties agree that in the event of holding the Ecombo liable by virtue of law or the Agreement, the total scope of the Ecombo's liability under the Agreement shall be limited to compensation to the Retailer of the direct proved damage in an amount not exceeding 50% (Fifty) percent of the remuneration for the month preceding the month, in which the reason for applying any penalties to the Ecombo arose.
5.8. The Retailer acknowledges and agrees that the limitations of liability specified in this section of the Agreement are the risk allocation agreed between the Parties, and this restriction will be applied even if the Ecombo has been warned of the possibility of a corresponding liability.
5.9. Any violation of the terms stated in the articles 3.11. – 3.18. enables Ecombo to ban Retailer’s Personal account in the Ecombo Platform without payments and to terminate this Agreement. The Retailer shall be liable to reimburse all the damages incurred by the Ecombo due to such violations, including the claims of any third parties or state authorities.
6. PRIVACY AND DATA PROTECTION
6.1. Each Party confirms that it has complied, and will continue to comply with its obligations relating to Personal Data that apply to it under applicable Data Protection Laws.
6.2. Where applicable the Retailer (or its partners) warrants that it has provided adequate notices to and obtained valid consents from Data Subjects in each case, to the extent necessary for the Retailer to Process their Personal Data in connection with the Agreement, including, without limitation for direct marketing activities and international transfers of Personal Data outside of the EEA. The Retailer is obliged to notify the Ecombo in writing within 24 hours from receipt of Data Subject’s objection to or withdrawal of Data Subject’s consent to process their Personal Data or other information including, without limitation for direct marketing activities and international transfers of Personal Data outside of the EEA.
6.4. Each Party will limit access to Personal Data to those personnel who require such access only as necessary to fulfill such party’s obligation under the Agreement.
6.5. Each Party will maintain appropriate administrative, physical, organizational and technical safeguards aimed at maintaining an appropriate level of security.
6.6. Each Party will provide the other Party with all necessary assistance in connection with communications from, or requests made by Data Subjects in relation to their rights under Data Protection Laws, and supervisory authorities, in each case as they relate to Data Subject Personal Data.
6.7. Each Party to the best extent possible will provide the other Party assistance in complying with the Data Protection Laws.
6.8. The Retailer and the Ecombo each agree and acknowledge that where a Party processes Personal Data and alone determines the purposes and means of such Processing, such Party shall be considered as a data controller (as de-fined under applicable Data Protection Laws). In cases where a Party processes any Personal Data on behalf of the other Party when performing its obligations under this Agreement, it shall be considered as a Processor.
6.9. Processor shall only process Personal Data for the following permitted purposes in relation to the services:
6.9.1. for providing services under this Agreement;
6.9.2. for fraud detection purposes including creating fraud reports;
6.9.3. for reporting purposes;
6.9.4. for determining performance of services and billing purposes.
6.10. As a Processor a Party shall:
6.10.1. process the Personal Data only to the extent necessary for the purposes of the Agreement;
6.10.2. not process the Personal Data in any country outside the European Economic Area other than in accordance with the terms of Section 6 of this Agreement. If a Party is required by applicable laws to transfer the Personal Data outside of the European Economic Area, such a Party shall execute appropriate documentation as required under Data Protection Laws (unless the Retailer is barred from making such notification under the relevant applicable law);
6.10.3. ensure that all persons authorized by it to process the Personal Data are committed to confidentiality or are under a statutory obligation of confidentiality under applicable law;
6.10.4. have at all times during the term of the Agreement appropriate technical and organizational measures to ensure a level of security appropriate to the risk to protect any Personal Data, with particular regard to its accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access. Where applicable technical and organizational measures may include the following measures, but not limited to:
- restriction of access to data centers, systems and server rooms as necessary to ensure protection of Personal Data;
- monitoring of unauthorized access;
- written procedures for employees, contractors and visitors covering confidentiality and security of information;
- restricting access to systems depending on the sensitivity/criticality of such systems;
- use of password protection where such functionality is available;
- maintaining records of the access granted to individuals;
- ensuring prompt deployment of updates, bug-fixes and security patches for all systems;
- providing anonymization (encryption, pseudonymization) measures where applicable and required by Data Protection Laws.
6.10.5. Where a Party does engage another Processor (Sub-processor), similar obligations to those set out in this Agreement shall be imposed by the Party on the Sub-processor in a written contract. For the avoidance of doubt, terms indicated in Section 6 of this Agreement shall also apply to any Sub-processor. The Retailer shall remain liable to the Ecombo for the performance of Sub-processor’s obligations;
6.10.6. cease processing the Personal Data immediately upon the termination or expiry of Agreement or, if sooner, on cessation of the contractual activity to which it relates and, at the Ecombo’s election, delete or return all Personal Data to the Ecombo, and delete all existing copies unless applicable law requires their retention;
6.10.7. the Retailer shall not retain Personal Data for longer than necessary to meet the permitted purposes hereunder or use the same for any purposes other than such permitted purposes;
6.10.8. if requested by the Ecombo, the Retailer shall without delay, rectify the Personal Data, to ensure it remains accurate, complete and current or delete the same upon notification by the Ecombo to honor any Data Subject’s request. The Ecombo agrees to notify the Retailer of such requests immediately;
6.10.9. make available to the Ecombo all information reasonably necessary to demonstrate compliance with the obligations set out in this Section, and reasonably assist in audits, including inspections, conducted by the Ecombo or its representative to determine Retailer’s compliance with its obligations hereunder. Any audit will be conducted upon provision of reasonable notice and during regular working hours;
6.10.10. at the earliest opportunity, without undue delay, and in any event within 48 hours after having become aware, notify the Ecombo of any unauthorized or unlawful processing of any Personal Data and of any loss or destruction or other damage and shall take such steps consistent with good industry practice to mitigate the detrimental effects of any such incident on the Data Subjects and cooperate with the Ecombo in dealing with such incident and its consequences;
6.10.11. the Retailer acknowledges that the Ecombo is under certain record keeping obligations under the Data Protection Laws, and agrees to provide the Ecombo with all reasonable assistance and information required by the Ecombo to satisfy such record keeping obligations.
6.11. Each Party shall defend, indemnify and hold harmless the other Party (Indemnified Party) against any and all claims, demands, actions, awards, judgments, settlements, costs, expenses, liabilities, damages and losses (including all interest, fines, penalties, management time and legal and other professional costs and expenses) incurred by Indemnified Party arising from Indemnifying Party’s (and/or its representatives) failure to comply with Data Protection Laws. In no event shall Ecombo’s total liability to the Retailer under this Section exceed EUR 1,000.
7. DISPUTE RESOLUTION
7.1. If any disputes related to execution of the Agreement occur, the Parties shall apply pre-court dispute procedure.
7.2. This Agreement shall be governed by and construed in accordance with the laws of Republic of Malta.
7.3. Any dispute arising out of or in connection with this Agreement, including any question regarding the existence, scope, validity or termination of this Agreement or this Clause, which cannot be resolved within one (1) month by negotiation between the Parties hereto, shall be resolved by one of the following procedures based on the decision of the plaintiff:
i. The dispute is referred to and finally resolved by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply where the amount in dispute does not exceed EUR 100,000. Where the amount in dispute exceeds EUR 100,000 the Arbitration Rules shall apply. The Arbitral Tribunal shall be composed of a sole arbitrator where the amount in dispute exceeds EUR 100,000 but not EUR 1,000,000. Where the amount in dispute exceeds EUR 1,000,000, the Arbitral Tribunal shall be composed of three arbitrators. The amount in dispute includes the claims made in the Request for Arbitration and any counterclaims made in the Answer to the Request for Arbitration. The Parties hereto agree that, as a general principle, the losing Party of any arbitration shall pay all costs and expenses of the arbitration including all reasonable costs, fees and expenses of the other Party and the other Party's counsel. The seat of arbitration shall be Stockholm. The arbitration proceedings shall be conducted in the English language and the award shall be in English.
ii. The dispute is referred to and finally resolved by the national court of the defendant under the laws of the state where the defendant is situated or has its main headquarters.
8. TERM AND MISCELLANEOUS
8.1. The Agreement shall be valid for 1 (one) year and shall come into force from the moment of signing by the Parties. The Agreement shall be deemed prolonged for one more year if none of the Parties announces in writing about its intention to terminate the Agreement 30 days prior to expiration of the Agreement.
8.2. The Agreement may be terminated under the following terms:
8.2.1. by the Retailer providing a written notice to the Ecombo not less than 10 (Ten) days prior to the supposed Agreement termination date, upon the expiry of the specified term the Agreement shall be deemed terminated;
8.2.2. by the Ecombo providing a written notice to the Retailer not less than 10 (Ten) days prior to the supposed Agreement termination date, upon the expiry of the specified term the Agreement shall be deemed terminated.
8.2.3. The Ecombo shall have a right in its sole discretion to terminate the Agreement immediately upon providing a notice to the Retailer if the Retailer breaches the terms of the Agreement.
8.3. The expiry or termination of the Agreement or particular provisions hereof does not affect any rights or obligations of either Party arisen and unperformed hereunder and does not affect validity and survival of any provision hereof that is directly or indirectly intended to enter into force or survive upon termination or thereafter.
8.4. The Parties agree that all documents, which, in accordance with the legislation or this Agreement, must be executed in writing and transmitted under this Agreement, can be transferred by through the Retailer’s Personal Account or by sending scanned copies of the originals signed and sealed by the Parties by e-mail using e-mail addresses usually used by the Parties during their business relations. The Parties recognize and equate such scanned copies with original documents duly executed and valid, and waive any claims to the contrary. The Parties recognize these documents as appropriate evidence that can be used as such in resolving disputes, which includes any court procedures. The exchange of scanned signed copies does not exclude the obligation of the Parties to send each other originals of the relevant documents by post or by courier.
8.5. The Agreement may be amended by the Ecombo from time to time at its sole discretion. The new version of the Agreement will be notified to the Retailer via Personal Account or otherwise. The new version of the Agreement will enter into force within 15 (Fifteen) days upon such notification. You're using the services in any way after that date means that you agree to the new version of the Agreement.
8.6. The Parties shall inform each other within the shortest possible time (not later than 5 days) on changes of address, bank details, telephone numbers, e-mail addresses and authorized representatives.