N8TIVE TERMS OF SALE FOR VENDOR

TERMS OF SALE FOR VENDOR

Welcome

Welcome to https://www.n8tive.ae. We aim to make your experience as a Vendor clear and straightforward. These Vendor Terms of Sale govern your listing and sale of products and services through our website, mobile applications, and related digital interfaces (together, the "Platform").

The Platform is owned and operated by N8TIVE Marketplace FZ-LLC, a Free Zone Limited Liability Company incorporated in the United Arab Emirates, with its registered office at Ras Al Khaimah Economic Zone, United Arab Emirates ("N8tive", "we", "us", or "our").

By accessing or using the Platform as a Vendor you agree to these Vendor Terms of Sale, our Privacy and Cookie Policy, our Website Terms of Use. The policies relating to returns and payments form part of these Vendor Terms of Sale and are set out within this agreement. If you do not agree, you must not use the Platform.

When you list products or accept orders through the Platform you accept the version of these Vendor Terms of Sale that is in force at that time. If a change in law requires us to amend these Terms after you list a product but before the order is completed, that change will apply to your order. Otherwise, the version posted at the time of listing applies.

These Vendor Terms of Sale constitute the entire commercial agreement between N8tive and the Vendor and supersede all prior understandings or arrangements, whether oral or written.

Our Role and Your Status

N8tive operates a marketplace that connects Customers with independent Vendors. Unless expressly stated, we are not the seller of products. You are the seller of record and remain fully responsible for product authenticity, safety, lawful importation, labelling, and compliance with applicable laws in the United Arab Emirates.

Any assistance we provide with payments, deliveries, refunds, or Customer service does not create a partnership, agency, or joint venture between you and N8tive.

Vendor Eligibility and Onboarding

Only businesses incorporated and licensed in the United Arab Emirates may register as Vendors on the Platform. To complete registration you must provide a valid trade licence, VAT registration details, bank account information including IBAN, and accurate contact details. Optional information such as your website, social media handles, or store logo may also be provided.

All information is subject to review by our compliance team, and approval of a Vendor account remains at our sole discretion. Vendors must renew their trade licence before it expires and upload the renewed licence to the Platform. Accounts will be suspended if a licence expires, and products will be removed until the renewed licence is uploaded and approved. You must notify us immediately if your licence is suspended, revoked, or invalidated for any reason. For the avoidance of doubt, any active orders placed prior to suspension must be still fulfilled and closed.

You warrant that neither you, your owners, directors, shareholders, nor ultimate beneficial owners are subject to any sanctions or restrictions imposed by the UAE, United Nations, EU, UK, or US authorities. You shall promptly notify N8tive of any change in ownership, control, or sanctions status.

N8tive may conduct background, KYC, and AML checks and you shall provide all requested documents to support such verification. Approval of a Vendor account remains at N8tive's sole discretion.

Product Listings

Vendors are responsible for uploading product titles, descriptions, specifications, images, and prices. All listings flow to N8tive for review to ensure accuracy and adherence to our guidelines. A listing will not go live until approved.

Prices must remain consistent with your other online sales channels. Variations may not exceed ten percent. You may update product details or prices through your account, but all changes will again be routed to N8tive for approval.

N8tive reserves the right to edit, remove, or block listings that are misleading, unlawful, harmful, or inconsistent with these Terms. All advertising and product-related claims, including those relating to materials, origin, safety, ethical sourcing, or charitable contributions, must be accurate and supported by documentation when requested.

You shall not upload, sell, or distribute counterfeit, refurbished, or used goods, or any product requiring regulatory certification without presenting valid supporting approvals (including ESMA, MoIAT, Dubai Municipality, or MoHAP certification where applicable).

All images, trademarks, and creative assets you upload are warranted to be lawfully owned or licensed by you. You indemnify N8tive against any intellectual property infringement claims arising from your listings.

Delivery, Returns, and Refunds

All deliveries are managed by N8tive's designated logistics providers. Vendors may not deliver independently. Risk and title remain with the Vendor until successful delivery to the Customer is confirmed via signature, one-time password, or electronic confirmation by N8tive's logistics partner.

Customers may return products within fourteen (14) days of delivery in accordance with these Vendor Terms of Sale. You authorise N8tive to manage the initiation of refunds and returns directly with Customers; however, refunds will only be processed once you, as the Vendor, have confirmed receipt of the returned product and verified that it complies with the return criteria (unused, undamaged, and in original packaging). If there is any dispute regarding compliance, N8tive will mediate, and its decision on refund eligibility or amount shall be final and binding.

Refunds are processed directly by N8tive and deducted from Vendor payouts. If N8tive incurs costs due to your refusal or delay in collecting returned items, those costs will be deducted from your subsequent payouts.

Once the return period has expired, sales are final, and no further obligations apply.

Payments, Commission, and Fees

Customers pay N8tive directly. Payouts to Vendors are transferred within five business days after the return period expires, subject to bank timelines. N8tive deducts the agreed commission together with applicable VAT from each sale and issues an invoice reflecting such deductions.

All bank transfer fees, intermediary bank charges, or other transaction-related charges incurred during Vendor payout processing shall be borne solely by the Vendor. N8tive will remit payouts net of such charges, and the Vendor acknowledges that payout amounts may vary depending on the Vendor's banking institution and location.

Vendors remain responsible for their own tax compliance under UAE law. Vendors also bear liability for chargebacks, fraudulent transactions, and disputed payments. N8tive does not require security deposits or bank guarantees.

N8tive may offset any sums owed by the Vendor (including refunds, chargebacks, penalties, or damages) against any amounts payable to the Vendor. N8tive's transaction records are conclusive evidence of sales, commissions, and fees unless a manifest error is proven.

N8tive may require periodic confirmation of sales data or inspect relevant transaction information to verify compliance with these Terms.

Customer Data and Privacy

Vendors may only access Customer Data through their Vendor account and only for the purpose of fulfilling orders. Vendors may not contact Customers directly, nor retain or use Customer Data beyond order fulfilment unless expressly authorised.

Vendors must comply with the UAE Personal Data Protection Law, the General Data Protection Regulation where applicable, and any other data protection requirements under applicable law.

You must implement technical and organisational security measures consistent with Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data (PDPL). Any Personal Data breach must be reported to N8tive within twenty-four (24) hours of discovery. You must delete all Customer Data immediately after order fulfilment unless legally required to retain it.

Vendor Warranties and Indemnities

You warrant that (a) all products supplied are genuine, new, of merchantable quality, and compliant with applicable laws and standards; (b) no product or listing infringes any intellectual property rights; (c) packaging and labelling comply with UAE requirements, including Arabic language, safety, and expiry disclosures; and (d) all taxes and duties are correctly accounted for.

You shall indemnify and hold harmless N8tive, its affiliates, and their respective directors, officers, employees, and agents against all claims, damages, losses, liabilities, fines, penalties, costs, and expenses (including legal fees) arising from or related to defective, unsafe, counterfeit, or non-compliant products; breach of warranty or law; IP infringement; breach of data-protection obligations; or negligence, misconduct, or omission by you or your personnel. This indemnity survives termination of these Terms indefinitely.

Vendor Responsibilities

Vendors must keep stock levels updated at least once per month. Repeated stockouts may result in suspension. Vendors must comply with these Vendor Terms of Sale, including the provisions on returns and payments contained herein.

You shall maintain adequate insurance coverage, including product-liability and public-liability insurance, with insurers authorised in the UAE and shall provide proof of coverage on request.

Monitoring, Suspension, and Termination

N8tive monitors Vendor performance, returns, and complaints. If issues are identified, Vendors will ordinarily be given notice and a reasonable period to remedy them before further action is taken.

For trade licence expiration or compliance matters, suspension will follow the applicable UAE grace period for renewal or resolution. Vendors will be notified, and settlement of earnings will be issued prior to suspension wherever possible.

N8tive nevertheless reserves the right to suspend or terminate a Vendor account immediately in cases of fraud, inappropriate conduct, or any activity that places the Platform's effectiveness, compliance, or reputation at risk.

N8tive may terminate a Vendor account for convenience by giving thirty (30) days' written notice. Upon termination, N8tive will settle any outstanding payments after deducting due or anticipated liabilities.

Termination does not affect accrued rights or pending claims, and Vendor obligations regarding confidentiality, indemnity, and compliance continue in force.

Intellectual Property and Content Rights

Vendors control the initial submission of product content, including titles, descriptions, images, and prices. Such content is subject to review and approval by N8tive prior to publication. Vendors may revise product details and pricing through their accounts, subject again to approval.

By submitting content, you grant N8tive a non-exclusive, royalty-free licence to use the content for marketing and promotional purposes connected to the Platform. N8tive may edit, remove, or block content that is unlawful, misleading, or harmful.

You grant N8tive a perpetual, worldwide, royalty-free licence to use, reproduce, translate, and display your trademarks, product images, and related content for marketing, SEO, and social-media purposes in connection with the Platform. To the extent permitted by law, you waive any moral rights in such content.

Dispute Resolution

Any dispute not resolved amicably within thirty (30) days shall be referred to arbitration under the Rules of the Dubai International Arbitration Centre (DIAC). The seat of arbitration shall be Dubai, UAE. The tribunal shall consist of one arbitrator, the language shall be English, and the award shall be final and binding.

Limitation of Liability

To the fullest extent permitted by law, N8tive's total aggregate liability to the Vendor, whether in contract, tort, negligence, or otherwise, shall not exceed the total commissions paid by the Vendor to N8tive during the six (6) months preceding the event giving rise to the claim. N8tive shall not be liable for any indirect, consequential, incidental, or special damages, including loss of profit, revenue, goodwill, or data.

Amendments

We may update these Terms of Sale including the provisions on returns and payments contained herein from time to time. Vendors will be notified through the Platform or by email. Unless urgent legal, regulatory, or security reasons apply, updates will take effect thirty days after notification. Continued use of the Platform after the effective date constitutes acceptance of the updated Terms.

Entire Agreement

These Vendor Terms of Sale constitute the entire commercial agreement between N8tive and the Vendor and supersede all prior understandings or arrangements, whether oral or written. No party may rely on any statement not expressly set out herein.

Further Assurances

Each party shall do and execute all such acts, documents, and instruments, and take any further steps reasonably required to give full effect to these Terms of Sale and to ensure compliance with applicable law.

Assignment

These Vendor Terms of Sale bind and benefit the parties and their respective successors and permitted assigns. You may not assign or transfer these Vendor Terms of Sale, in whole or in part, without our prior written consent, which shall not be unreasonably withheld. We may assign our rights and obligations to any affiliate or successor at any time.

Notices

All notices required under these Vendor Terms of Sale shall be in writing and delivered by email, through the Platform notification centre by registered mail to the addresses provided by the parties. Notices sent by email or through the Platform notification centre shall be deemed received on the day of transmission if sent during business hours in the recipient's jurisdiction, otherwise on the next business day.

Confidentiality

Each party shall keep confidential all information disclosed by the other that is marked or reasonably understood to be confidential, including Customer Data, pricing, operational details, and technology, and shall not disclose such information except to fulfil obligations under these Terms or as required by law.

Force Majeure

Neither party shall be liable for delay or failure to perform obligations (other than payment) due to events beyond its reasonable control, including acts of God, war, terrorism, natural disasters, pandemics, government action, or disruption of transport or communications. The affected party shall notify the other promptly, and performance shall be suspended for the duration of the event.

Governing Law

These Vendor Terms of Sale and any related non-contractual obligations are governed by the laws of the United Arab Emirates. Nothing in these Terms limits or excludes rights or obligations that are mandatory under UAE consumer protection legislation.

Severability

If any provision of these Terms of Sale is held invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be severed and the remaining provisions shall remain in full force and effect.

No Waiver

No failure or delay by N8tive in exercising any right or remedy under these Vendor Terms of Sale operates as a waiver of that right or remedy. Any waiver must be in writing and shall not constitute a continuing waiver unless expressly stated.

Survival

Provisions that by their nature or express terms are intended to survive suspension or termination shall continue in full force, including, without limitation, provisions relating to ownership, confidentiality, indemnity, limitations of liability, dispute resolution, and governing law.

Contact Us

Vendors may contact us by email or through the Platform notification centre.