1. Definition
1.1 CAINIAO system/rookie system: refers to the logistics service information platform developed and provided by rookie, through which the information systems of logistics partners in warehousing, express delivery and other links can be opened, and merchants can issue online orders and manage logistics information through this system, including but not limited to commodity management, inventory management, order management, settlement management and logistics status management.
1.2 Alipay Company:
refers to Alipay (China) Network Technology Co., Ltd., Alipay Financial Services (HK) Limited and/or their affiliated companies.
1.3 Alipay merchant account:
refers to the account registered by the merchant in Alipay Financial Services (HK) Limited.
1.4 Alibaba trading platform:
refers to trading platforms operated by Alibaba Group, such as Taobao, Tmall, Tmall Supermarket, Juhua, 1688, aliExpress, Tmall International, Koala Haibao and Box Horse.
1.5 Rookie rules:
agreements, rules, standards, processes and templates for various behaviors of logistics services issued by rookies from time to time on the Rookie system and/or Alibaba trading platform, including but not limited to complaint and compensation processes and rules.
1.6 Cainiao Warehouse:
refers to the warehouse set up by Cainiao and its partners to provide services such as receiving goods, tally, warehousing, commodity packaging and delivery and transportation for designated merchants. The address of the warehouse shall be subject to this Agreement and the address announced by Cainiao from time to time.
1.7 Funds to be settled:
refers to the total amount of RMB-denominated payments related to transactions on Alibaba’s trading platform that have been paid by the buyer, processed/collected by Alipay and not settled with the merchants.
1.8 Tmall International refers to Taobao China Holdings Limited.
1.9 Koala Sea Purchase:
refers to HQG.LIMITED (Tmall Import and Export Global Purchase Co., Ltd.) and Hangzhou Youmai Network Technology Co., Ltd..
1.10
The cross-border business entity of Taobao’s overseas direct mail/global purchase refers to Taobao (China) Software Co., Ltd.
1.11 Merchant Manual:
The operation manual issued by rookie from time to time through CAINIAO system or other means for merchants to use the services provided by rookie.
2. Service mode
2.1 The logistics services provided by rookie and specific service providers (hereinafter referred to as “rookie partners”) include: international transportation agency, customs clearance at the place of departure and destination, port to warehouse, inter-warehouse transfer, parcel handling, warehousing service, delivery out of warehouse, destination delivery, logistics tracking and inquiry, complaint handling and compensation of merchants and other value-added services, service contents, service standards, service fees and payments, and the rights and obligations of rookie and merchants under specific services.
2.2 A rookie can place a specific service order with a rookie partner in his own name as entrusted by the merchant, and the rookie will charge a service fee according to the service that the merchant places an order and is actually provided by the rookie and/or the rookie partner.
3. Rights and obligations of both parties
3.1 Rights and obligations of merchants
3.1.1
The merchant is responsible for providing all the information and documents that conform to the relevant laws and regulations on import, export and taxation under the jurisdiction of this agreement, and is responsible for the legality, authenticity, accuracy and completeness of the relevant information and documents. The merchant promises that all the information and documents provided to the rookie are true, accurate, legal and complete, and that the actual transaction is completely consistent with the above information and documents provided.
3.1.2
The merchant shall provide suitable packaging that can properly protect the goods according to the characteristics of the goods, and ensure that the contents, printing and affixing methods of the labels meet all applicable laws and regulations, this Agreement and its annexes and the requirements of the products themselves.
3.1.3
The merchant understands and agrees that the signing of this agreement does not mean that the rookie becomes a participant in the transaction between the merchant and a third party, and only provides the services agreed in this agreement for the aforementioned rookie, and does not guarantee the legality and validity of the merchant’s behavior or the authenticity, legality and validity of the goods, and the merchant shall be solely responsible for all its goods.
3.1.4
The merchant understands and agrees that if the merchant obtains a claim for related services under this agreement through the insurance purchased by himself, the merchant shall ensure that his insurance company waives the right of subrogation, so as to ensure that the rookie will not be liable for compensation beyond the scope agreed in this agreement.
3.1.5
Undertakings and Guarantees of Merchants
(1) The merchant promises that the goods meet the requirements of applicable laws, regulations, international conventions and relevant industry standards, international conventions and Alibaba trading platform rules (only applicable to merchants who open stores on Alibaba trading platform) on transportation, quality, safety, packaging, etc., and the goods are prohibited/restricted goods as defined by laws and regulations of relevant countries/regions not governed by the logistics services of this agreement.
(2) The merchant promises that it has complete rights or is fully authorized to the commodity, and that the commodity itself and the possession, disposal (sales) of the commodity by the merchant will not infringe anyone’s intellectual property rights and other legitimate rights and interests, and the merchant guarantees that no third party will claim any rights on the commodity from the rookie and his partners.
(3) The goods shall be delivered to the designated warehousing and logistics center in a brand-new, intact and undamaged state, and shall be suitable for sale after delivery, and suitable and safe for its original purpose of use, including but not limited to consumer use.
(4) The merchant agrees that unless the rookie knows in advance and accepts it, the rookie has no obligation to provide warehousing services for any dangerous goods, arrange the rookie partner to deliver or transport on behalf of others. If the rookie and/or rookie partner find that the goods delivered by the merchant to the rookie or rookie partner contain dangerous goods (including those subsequently identified as dangerous goods by the customs and other regulatory agencies), the rookie has the right to refuse to provide services and conceal the dangerous goods, and the behavior of falsely declaring the dangerous nature of the goods requires the merchant to bear all the losses suffered by the rookie. If the rookie agrees to provide services, the merchant shall provide the rookie and the rookie partner with the required data, inspection materials and certificates (including but not limited to MSDS and other documents) in advance according to the rookie’s requirements, and prepare appropriate packaging that can properly protect the goods.
(5) In order to meet the requirements of transportation safety, prohibition or other laws, regulations and government measures, the merchant agrees to issue a commitment for each ticket of goods entrusted to rookie service as follows:
A) The merchant guarantees to abide by all applicable export control and sanction laws and regulations (“export laws”), and guarantees that any collection or delivery of goods (including any insurance purchased by or benefiting rookie) will not cause rookie and its employees, suppliers, service providers, insurers and reinsurers to be or may be subject to sanctions, prohibitions or penalties imposed by any region, country, international organization and other relevant authoritative organizations. The merchant specifically guarantees the following:
(i) Neither the merchant, the shipper or its holding company, the agent, the consignee, or any other third party who directly enters into a contract with the merchant for the delivery of the goods are listed as the rejected party or the restricted party under any applicable export control or sanctions.
(ii) Delivery of the goods to their final destination, any known end user and end use will not violate any applicable export laws.
(iii) The merchant and/or the shipper have obtained all necessary permits, licenses or other government approvals for the delivery of the goods to their final destination and final use.
(iv) If the goods are subject to any sanctions and/or export/re-export/re-transfer restrictions according to the applicable export laws, the merchant and/or the shipper shall promptly inform the rookie.
B) The merchant and/or the shipper shall provide the rookie with all the information required by the applicable export laws, including but not limited to the license and certificate, so as to allow the rookie to further arrange for the goods to be transported to the final destination country. Upon the rookie’s request, it shall provide the information of all interested parties who enjoy any legal, financial or commercial interests in the goods (including goods in transit, their intended use and possible end users). In order to meet the customs, security and other control requirements, the rookie has the right to open and inspect the goods.
(6) If, according to the rookie’s reasonable judgment, the merchant has violated the above-mentioned commitment in Article (5), or the goods of the merchant have the risk of imposing sanctions or facing sanctions on the rookie and his employees, service providers, agents, insurers and reinsurers, then,
A) rookie has the right to refuse to provide services; Or, the rookie has the right to take any measures without informing the merchant, and/or ask for an increase in fees to continue providing services, and/or take abandoned goods or retained goods; Storing goods in any place, in the open air or indoors will be considered as the proper performance of the rookie’s obligation to the ticket.
B) Rookie may terminate this Agreement at his own discretion and take effect immediately, and shall not bear any liabilities for breach of contract or other responsibilities.
C) A rookie can provide all the information about the goods to any region, country, international government organization or other relevant authorities without telling the merchants, including the disclosure of all the relevant parties who have legal, financial or commercial interests in the goods.
(7) If a merchant chooses an overseas bank to receive and pay, the relevant elements of receipt and payment, including but not limited to the payer’s country and the country of the paying bank, should not involve Iran, North Korea, Syria, Cuba, Crimea, Donetsk and Lugansk, and the paying bank is not included in any applicable sanctions list, otherwise the payment will be invalid/the rookie has the right not to pay, so the losses caused shall be borne by the merchant.
(8) Commitment on the legality of personal information and other data
A) In view of the fact that the merchant entrusts the rookie to provide warehousing, customs clearance, distribution and other services, the e-commerce platform or other entities (including but not limited to Tmall International, Koala Haibao, Taobao Overseas Direct Mail/Global Purchase Cross-border Business Entity and Alipay Company) authorized and instructed by the merchant or the merchant directly provides the rookie with relevant order commodity information, subscriber (payer) and/or recipient information and other personal information necessary for providing services according to specific service contents, Including but not limited to: the real name, telephone number, ID number and photo of the subscriber (payer), the recipient’s name, address, telephone number, front and back of ID copy, transaction order number, product name, quantity, weight, brand, specifications, barcode, unit price and total price, etc. The merchant agrees that rookie has the right to entrust rookie partners to handle relevant information for warehousing, distribution, customs declaration and other related purposes.
B) When a merchant entrusts a rookie to provide logistics services, it is necessary to collect personal information such as the name, telephone number, email address, nail, etc. of the store manager, the person in charge of the company, the person in charge of the supply chain and the after-sales customer service, and provide the above information to the rookie so that the rookie can fully communicate with the merchant in the process of providing services. In order to ensure the quality of service, the merchant understands and agrees that the rookie can record during the communication between the two parties, and the use of the recorded content is limited to the purpose of providing logistics services and improving the quality of logistics services. Without the consent of the merchant, the rookie will not disclose the recorded files and contents.
C) The merchant promises to Cainiao that its handling of data and personal information and authorizing Cainiao’s handling have obtained the written consent of the relevant data subjects, and that the personal information has obtained any necessary express consent or authorization through legal channels (as well as separate consent in specific scenarios) and is in compliance with applicable domestic and foreign laws and regulations. The processing activities here include but are not limited to the collection, storage, use and provision to rookie partners, affiliated companies, employees, agents and interested parties who have to use the data and personal information provided by the merchants in order to provide services under this agreement.
D) The merchant promises Cainiao that it has fully read and agreed to the latest privacy policy published on Cainiao’s official website (privacy policy in China: https://www.cainiao.com/cn-privacypolicy.html; International Privacy Policy https://www.cainiao.com/en/privacypolicy.html), if the merchant has any objection to the above privacy policy, it can send an email to cn-provision@service.cainiao.com, the full-time personal information protection department of Cainiao, and Cainiao will explain the terms and conditions to the merchant. If the merchant disagrees with the privacy policy or any of the contents, please stop using Cainiao service immediately.
E) During the performance of this agreement, if the merchant receives data exceeding the purpose of performing this agreement, the merchant shall immediately refuse to receive such data and notify the rookie to solve it within 24 hours. If the merchant fails to accept and notify the rookie in time, thus causing losses to the rookie or any third party, the merchant shall bear corresponding responsibilities.
(9) Labor and Employment Compliance Commitment
Merchants shall abide by all applicable laws and regulations, including but not limited to the import laws and labor laws of the relevant jurisdictions where merchants or novices operate, the Forced Labor Convention of 1930, the Abolition of Forced Labor Convention of 1957 and other relevant conventions of the International Labour Organization. Merchants shall not use any convicted labor or/and forced labor, nor shall they purchase goods, articles or commodities that are mined, produced or manufactured by convicted labor or/and forced labor in whole or in part in connection with any activities under this agreement.
The merchant shall keep all documents related to the activities carried out under this agreement or expected under this agreement, including but not limited to purchase orders, invoices and receipts of all suppliers and sub-suppliers, as well as packing lists, bills of materials, certificates of origin, payment records, inventory records of buyers and sellers, transportation records and manifests, bills of lading (for example, air transport/ship/truck transport), import and export records, and information of merchants’ workers or contractors participating in the activities carried out under this agreement or expected under this agreement. At the request of the rookie, the merchant shall provide any and all such documents to the rookie in time (but not later than 5 calendar days).
3.2 rookie’s rights and obligations
3.2.1 The rookie will not provide the services agreed in this agreement for the embargoed/restricted goods. The embargoed/restricted goods shall comply with the laws and regulations of the countries/regions involved in the logistics services of this agreement; If there is any disagreement between the two parties on whether an article belongs to the above-mentioned prohibited/restricted articles, the rookie’s determination shall prevail.
3.2.2 The rookie has the right to unpack and inspect the packages or commodities delivered by the merchants that may contain embargoed/restricted shipments or have infringement (hereinafter referred to as “problem packages”) during the security inspection. The rookie will judge the problem package according to the relevant rules and give the merchant seven natural days to appeal to provide relevant certification materials (including but not limited to brand authorization, etc.). If the merchant fails to provide proof materials to prove the legality of the problem package within 7 natural days after receiving the notification from the rookie, the rookie has the right to dispose of the problem package (including but not limited to destroying it and handing it over to the relevant regulatory authorities); In this case, the rookie does not bear any losses of the merchant.
3.2.3 Cainiao has the right to modify this agreement or various rules from time to time according to needs, including issuing new rules, and publishing the modified agreement and rules on Alibaba trading platform or Cainiao system. The revised agreement and rules shall take effect as soon as they are published and become an effective part of this agreement. The updated agreement and rules are applicable to the logistics service orders issued by the merchants after the update. If the merchants do not agree with the relevant changes, they should stop placing new logistics orders. Where a merchant places an order after the agreement or rules are updated, it means that the merchant accepts the revised agreement or rules. The legal effect of special rules (such as big promotion announcement/merchant white paper/marketing rules) issued by rookie for specific periods and events takes precedence over the provisions of this agreement.
3.2.4 The specific distribution scope promised by the rookie is the distribution scope displayed in the rookie system. Rookie can constantly adjust the distribution range according to the situation, and the merchant’s continued use of the rookie’s service is regarded as the merchant’s acceptance of the distribution range adjusted by the rookie.
3.2.5 The rookie should maintain the stable operation of the rookie system, and have the right to improve or stop the rookie system according to their own independent judgment. Rookie should make an announcement to the merchants through the rookie platform before system improvement or downtime maintenance.
3.2.6 For the losses caused by the merchant’s own fault (including but not limited to the detention, confiscation and destruction by the customs and other regulatory authorities caused by the alleged infringement of intellectual property rights of the merchant’s goods, etc.), the merchant shall solely bear and compensate all the economic losses caused by the rookie; At the same time, the rookie has the right to demand compensation from the merchants for the above acts in RMB 1000 yuan/bill.
3.2.7 If a merchant opens a store in Tmall International/Koala Haibao, or a merchant opens a store in Taobao and conducts overseas direct mail/global cross-border business, in order to provide services to the merchant, the merchant confirms and agrees to follow the terms and conditions of the Information Authorization Letter in Appendix III: 1) Authorize the rookie to purchase from Tmall International (for the merchant opening a store in Tmall International)/Koala Haibao (for the merchant opening a store in Koala Haibao, Among them, HQG.LIMITED (Tmall Import and Export Global Purchase Co., Ltd.) will provide the rookie with relevant information about koala sea buyers registered outside People’s Republic of China (PRC) and in Hong Kong, Macao and Taiwan. Hangzhou Youmai Network Technology Co., Ltd. will provide rookie with relevant information about koala overseas buyers (if any) registered in People’s Republic of China (PRC) (excluding Hong Kong, Macao and Taiwan)/Taobao overseas direct mail/global purchase cross-border business entities (for businesses that open stores on Taobao and carry out overseas direct mail/global purchase cross-border business) to obtain relevant information and/or authorize Tmall International/koala overseas purchase/Taobao overseas direct mail/global purchase cross-border business entities to provide relevant information to rookie; 2) Authorize the rookie to provide relevant information and its processed results to the cross-border business entities of Tmall International/Koala Haibao/Taobao Overseas Direct Mail/Global Purchase respectively.
For the part of relevant information involving personal information, the merchant confirms that before signing this agreement, (a) the relevant personal information subjects involved in this agreement have been fully informed of the processing activities of personal information contained in this agreement according to the requirements of applicable laws (including but not limited to the Law on the Protection of Personal Information), and (b) there is a legal basis for performing this agreement to process personal information, including but not limited to the explicit consent of these individuals (. Rookie reserves the right to ask merchants to provide proof of such consent from time to time.
4. Confidentiality clause
4.1 Unless otherwise agreed in this agreement, this agreement, any supplementary agreement and the rookie’s technology, technical achievements, price, business information and technical information involved in the cooperation process are all rookie’s trade secrets, and the merchants shall bear the obligation to keep the rookie’s trade secrets confidential. The price, quantity, inventory, sales information of the merchants learned by the rookie in the course of cooperation and the information marked as confidential or proprietary by other merchants in writing belong to the confidential information of the merchants, and the rookie shall bear the obligation of confidentiality.
4.2 As the receiving party, each party shall take all reasonable measures to protect the confidential information of the other party (as the disclosing party) from unauthorized disclosure. Without the consent of the disclosing party, each party as the receiving party shall not disclose the confidential information of the disclosing party to any third party or use the confidential information for purposes other than those agreed in this Agreement.
Notwithstanding the foregoing provisions, if either party or its representative (i) discloses the confidential information of the other party in response to the requirements of the court or government agencies or other regulatory agencies (including the relevant stock exchanges) or other requirements of laws and regulations (including the rules of any relevant stock exchanges), or (ii) discloses it to intermediaries such as lawyers and accountants within the necessary scope for properly implementing the matters stipulated in this Agreement, such disclosure shall not be regarded as a violation of this Agreement.
4.3 For all information and data (“information”) disclosed by one party to the other party during the existence of this Agreement, the disclosing party grants the receiving party the following permanent and irrevocable rights on a global scale: (1) to copy, use and disclose the above information for the service purpose of this Agreement; (2) In order to achieve legal purposes such as optimizing service cost, improving service ability and optimizing experience of merchants and consumers, rookie can process information (whether such processing is carried out by rookie himself or in cooperation with a third party), including but not limited to information analysis, integration, processing and calibration. Merchants know and understand that the rookie will pay the corresponding cost for processing the information in order to improve the service ability and other legal purposes. The merchant agrees that, except as otherwise provided by law, the rights and interests of relevant information generated after analysis and processing by Cainiao shall belong to Cainiao, and Cainiao may process and develop the aforementioned information by himself, including but not limited to use, external provision, data analysis, data asset entry, etc.
4.4 Both parties promise to continue to undertake the confidentiality obligations under this clause after the termination of this agreement (regardless of the reasons for termination).
5. Force majeure
5.1 Either party shall not be liable for breach of contract if all or part of this Agreement cannot be performed or delayed directly or indirectly due to unforeseeable, unavoidable and insurmountable force majeure events. Force majeure includes natural disasters, orders or regulations of government agencies, wars, civil strife, state of war, sanctions, war mobilization, blockade, embargo, detention, riots, riots, robberies, strikes or temporary closure of factories due to labor disputes, infectious diseases, fires, explosions, floods, typhoons, customs system reasons, bad weather and other natural disasters.
5.2 If the goods of the merchant are damaged, lost or have other consequences due to force majeure, the rookie shall not be liable for compensation.
6. Intellectual property rights
6.1 Both parties agree and confirm that any materials, information, contents, designs, data and their related intellectual property rights (including but not limited to trademark rights, service marks, trade names, font sizes, enterprise names, copyrights, patents, new plant variety rights, integrated circuit layout designs and other intelligence of rookie and/or its affiliated companies) that are not generated during the performance of this Agreement and provided to the merchant in written and/or non-written form.
6.2 Any written and/or non-written materials, information, contents, designs, data and related intellectual property rights generated by both parties during the performance of this agreement shall be owned by Cainiao, and the merchant shall not keep, copy, use or license others in any form except for the purpose of performing this agreement. Cainiao has the right to apply for, register and register the above-mentioned intellectual property rights in the name of Cainiao or its affiliated companies, and the merchants shall actively cooperate. This clause shall not become invalid due to the termination of this agreement or other clauses under this agreement being judged to be invalid.
6.3 Rookie brand refers to “Rookie”, “CAINIAO” and their affiliated signs and patterns, including but not limited to bird graphics, AI graphics, arrow graphics, etc., or other graphic information used to identify or point to the identity, products and services of Rookie and/or its affiliated companies. Cainiao brand is the registered trademark or trademark or service mark of Cainiao and/or its affiliated companies, and belongs to Cainiao and/or its affiliated companies. In the process of performing this agreement, the merchant needs to use the rookie brand, which must be approved in writing by rookie and/or its affiliated companies, and in the process of using the rookie brand, the merchant must strictly abide by the usage specifications of rookie and/or its affiliated companies. Each proposed use manuscript, copy or design of the merchant must be reviewed and confirmed by Cainiao and/or its affiliated company in writing to ensure that the aforementioned use conforms to the relevant specifications and management requirements of Cainiao and/or its affiliated company, thus maintaining the corporate image of Cainiao and/or its affiliated company. If the merchant violates this clause, the rookie has the right to unilaterally terminate this agreement without further notice to the merchant. If this causes losses to the rookie, the merchant shall be liable for compensation.
6.4 During the performance of this agreement, rookie enjoys the right to use any materials, information, contents, data and related intellectual property rights related to this agreement provided by the merchant to rookie or obtained by rookie himself for the purpose of providing services under this agreement.
6.5 The Merchant agrees and guarantees that the Merchant will not infringe the intellectual property rights of any third party during the performance of this Agreement, otherwise, the Merchant shall bear all legal responsibilities arising therefrom. If the rookie suffers from litigation, administrative investigation, prohibition, etc., the merchant shall do its utmost to assist the rookie to take effective relief measures. If this causes losses to the rookie, the merchant shall be liable for compensation and do its best to eliminate the negative impact on the rookie.
6.6 The Merchant agrees and warrants that the Merchant and/or its affiliated companies shall not modify, copy, issue, lease, compile or publish the intellectual property rights of Cainiao and/or its affiliated companies by any means, infringe upon the intellectual property rights of Cainiao and/or its affiliated companies by reverse engineering or other similar means, and provide the intellectual property rights of Cainiao and/or its affiliated companies to the public by wired or wireless means. If the merchant violates this clause, the rookie has the right to unilaterally terminate this agreement without further notice to the merchant. If this causes losses to the rookie, the merchant shall be liable for compensation. This clause shall not become invalid due to the termination of this agreement or other clauses under this agreement being judged to be invalid.
7. Liability for breach of contract
7.1 If the merchant violates any obligations, promises and guarantees agreed in this agreement, Cainiao has the right to ask the merchant to compensate Cainiao for the losses incurred (under this agreement, Cainiao’s losses include but are not limited to investigation and evidence collection fees, notarization fees, attorney’s fees, fees paid to courts and arbitration institutions, and the economic losses suffered by Cainiao due to the above-mentioned behaviors of the merchant).
7.2 If any party seriously violates this Agreement, resulting in the failure to carry out the cooperative business agreed in this Agreement, or if one party fails to perform its obligations stipulated in this Agreement and fails to correct it within 15 days after being notified to do so, it shall be regarded as a fundamental breach of contract, and the observant party shall have the right to terminate this Agreement, and the defaulting party shall bear the liability for breach of contract and compensate the observant party for its economic losses.
7.3 If the goods imported and exported by the merchant include prohibited goods, goods that do not meet the list of cross-border e-commerce retail imports (if applicable), goods that violate the relevant import and export laws and regulations (including goods with false declaration of tax number and quantity), goods that infringe intellectual property rights, or goods with product quality problems, etc., the merchant authorizes the rookie to take actions including withholding, returning, destroying the goods, cooperating with the court and regulatory authorities to take legal measures and sign legal documents, and the merchant shall bear the responsibility alone. If the rookie, rookie partner and/or other merchants serving the rookie suffer losses as a result, the merchants shall be liable for compensation.
7.4 If the merchant violates the promises and guarantees under this agreement, Cainiao has the right to unilaterally terminate this agreement, and take corresponding measures for the packages or commodities of the merchant according to the relevant rules of Cainiao and related trading platforms (if applicable) without bearing the losses of the merchant caused thereby, and has the right to demand the merchant to compensate Cainiao for all the losses caused by the breach of contract; At the same time, the rookie has the right to decide not to provide all services for the same merchant (including any Alibaba trading platform merchant account actually controlled by the merchant).
7.5 The rookie only bears the direct losses caused by logistics services, and the liability for compensation is limited to the situations listed in the “Complaint and Compensation” clause of this agreement and the corresponding compensation standards. The rookie does not bear any form of liability for any indirect, incidental or derivative losses (including but not limited to the loss of income or profit).
7.6 The Merchant agrees to maintain and protect the rookie from all claims, lawsuits, losses, expenses, damages, taxes, fines and other expenses (including legal fees) incurred by the rookie according to the instructions of the Merchant or due to the violation of this Agreement or the violation of laws by the Merchant. If the rookie suffers losses, the Merchant shall compensate for it.
8. Applicable law and dispute settlement
8.1 Applicable law
This Agreement and the rights and obligations of both parties shall be governed by and interpreted in accordance with the laws of People’s Republic of China (PRC) (excluding conflict of laws). In order to avoid ambiguity, the aforementioned laws and regulations do not include those of Hong Kong, Macao and Taiwan.
8.2 Dispute Resolution
Any dispute arising from or related to this agreement shall be submitted to Shanghai International Economic and Trade Arbitration Commission for arbitration in accordance with its arbitration rules in effect at the time of applying for arbitration. The place of arbitration is Shanghai, China.
9. Other agreements
9.1 Notice and Service
9.1.1 The forms of effective notice under this Agreement include but are not limited to fax, email, nailing, express delivery, telephone service, personal delivery, announcement or notice of rookie system platform, etc. Under this agreement, the communication between the two parties through nailing can also be regarded as one of the written forms.
9.1.2 The merchant hereby unconditionally and irrevocably confirms that the contact person and address of the merchant under this Agreement and the International Logistics Service Agreement are subject to the contents filled in by the merchant or the third party authorized by the merchant in the rookie system. If any contact information changes, the merchant shall notify the rookie in writing within 3 days, and the rookie will take the changed contact information as the standard.
9.1.3 Unless otherwise specified in this Agreement, any written notice sent by any party shall be deemed to have been delivered if it is delivered to the contact person listed in Article 9.1.2 of this Annex in person or delivered to the contact address listed in Article 9.1.2 of this Annex, or if the aforementioned contact person or contact address cannot be found after reasonable efforts, but it can be proved that the party has delivered it according to the logistics details records of the third-party courier company.
9.1.4 Special note: In case of any dispute between the two parties arising from this agreement or any matters related to this agreement, the contact address listed in Article 9.1.2 of this annex will be the legal and effective judicial service address and information of the merchant.
9.2 Rookie has the right to transfer all rights and obligations under this Agreement to its affiliated companies or related third-party companies according to the business adjustment, and the merchant promises not to object to this.
9.3 The contents of this agreement include the text of the agreement, annexes and appendices, and all notices, business specifications, business manuals and other documents that have been issued or may be issued in the future by rookie. These documents are an integral part of this agreement and have the same legal effect as this agreement unless otherwise specified.
9.4 The merchant agrees that the agreements, orders and rules it has read and signed by logging into Cainiao official website/Cainiao system through the account number shall be deemed that the merchant has fully understood, accepted and reached an agreement with Cainiao, and the merchant has no right to defend the validity and enforceability of the above agreements, orders and rules on the grounds of online trading and unauthorized operation of the account number.或菜鸟合作平台
9.6 Unless otherwise specified or explained, the time and date mentioned in this Agreement are based on Beijing time, and legal holidays also refer to the list of holidays issued by relevant institutions in Chinese mainland (excluding Hongkong, China, Macau and Taiwan Province for the purpose of this Agreement).
9.7 Unless otherwise specified or explained, the operation time mentioned in this agreement shall be based on the recording time of rookie system.
9.8 Rookie will strictly abide by the principle of cooperation of voluntariness, equality, fairness and good faith, and fully respect the right of businesses to operate independently. If the merchant finds that the rookie employee has any improper behavior that violates the above cooperation principle, he can report the problem through the rookie supervision email cnlegal@cainiao.com, and the rookie will conduct investigation and handling according to the principle of confidentiality and objectivity.
Appendix to this annex:
Appendix 1: Alipay Power of Attorney
Appendix II: List of Goods Prohibited or Restricted
Appendix III: Information Authorization Letter
Appendix 1: Alipay Power of Attorney
To: Alipay (China) Network Technology Co., Ltd.
The merchant hereby informs your company that it irrevocably authorizes your company to directly deduct the funds to be settled by the merchant according to the provisions of this agreement concluded between the merchant and Hangzhou Cainiao Supply Chain Management Co., Ltd./Hangzhou Cainiao Orange Transportation Supply Chain Management Co., Ltd. within the validity period of the agreement and in accordance with the instructions of Hangzhou Cainiao Supply Chain Management Co., Ltd./Hangzhou Cainiao Orange Transportation Supply Chain Management Co., Ltd.
authorization letter
To: Alipay Financial Services (HK) Limited.
This merchant hereby informs your company that it irrevocably authorizes your company to directly freeze, deduct and pay the funds in the Alipay merchant account provided by the merchant according to the provisions of this agreement concluded between the merchant and Hangzhou Cainiao Supply Chain Management Co., Ltd./Hangzhou Cainiao Orange Transportation Supply Chain Management Co., Ltd. within the validity period of the agreement and according to the instructions of Hangzhou Cainiao Supply Chain Management Co., Ltd./Hangzhou Cainiao Orange Transportation Supply Chain Management Co., Ltd.
Appendix II: List of Goods Prohibited or Restricted
Articles prohibited or restricted in this agreement include but are not limited to articles whose circulation, delivery or import are prohibited or restricted by national laws and regulations of China, transported articles that do not meet the requirements of IATA organization, dangerous goods, and articles prohibited or restricted from leaving the country or region of departure. The details are as follows:
I embargoed/restricted articles stipulated in Order No.43 of the General Administration of Customs, List of Articles Prohibited from Entering and Leaving People’s Republic of China (PRC) and List of Articles Restricted from Entering and Leaving People’s Republic of China (PRC).
II. Embargoed/restricted articles stipulated by China Post:
1. Guns (including imitations and main parts) ammunition
1) Guns (including imitations and main parts): such as pistols, rifles, submachine guns, riot guns, air guns, hunting guns, sports guns, anesthesia injection guns, steel ball guns, tear gas guns, etc.
2) Ammunition (including imitations): such as bullets, bombs, grenades, rockets, flares, incendiary bombs, smoke bombs, signal bombs, tear gas bombs, gas bombs, mines, grenades, shells, gunpowder, etc.
2. Control devices
1) Controlled knives: such as daggers, triangular scrapers, spring knives with self-locking devices, and other similar single-edged, double-edged and triangular sharp knives.
2) Others: such as crossbows, tear gas devices, tear gas guns, electric shocks, etc.
3. Explosives
1) Blasting equipment: such as explosives, detonators, fuses, detonating cords, blasting agents, etc.
2) Fireworks and firecrackers: such as fireworks, firecrackers, throwing guns, pulling guns, smashing guns, paintballs and other fireworks and firecrackers, black powder, pyrotechnics, starter paper, fuse, etc.
3) Others: such as propellant, propellant, nitrocellulose, electric ignition head, etc.
4. Compressed and liquefied gases and their containers
1) Flammable gases: such as hydrogen, methane, ethane, butane, natural gas, liquefied petroleum gas, ethylene, propylene, acetylene, lighters, etc.
2) Toxic gases: such as carbon monoxide, nitric oxide and chlorine.
3) Explosive or asphyxiating and combustion-supporting gases: such as compressed oxygen, nitrogen, helium, neon, aerosol, etc.
5. Flammable liquids
Such as gasoline, diesel oil, kerosene, tung oil, acetone, ether, paint, lacquer, benzene, alcohol, rosin oil, etc.
6. Flammable solids, spontaneous combustion substances and flammable substances in contact with water.
1) Flammable solids: such as red phosphorus, sulfur, aluminum powder, flash powder, solid alcohol, matches, activated carbon, etc.
2) Spontaneous combustion substances: such as yellow phosphorus, white phosphorus, nitrocellulose (including film), titanium powder, etc.
3) Flammable substances in contact with water: such as metal sodium, potassium, lithium, zinc powder, magnesium powder, calcium carbide, sodium cyanide, potassium cyanide, etc.
7. Oxidants and peroxides
Such as permanganate, perchlorate, hydrogen oxide, sodium peroxide, potassium peroxide, lead peroxide, chlorate, bromate, nitrate, hydrogen peroxide, etc.
8. Toxic substances
Such as arsenic, arsenic, mercury compounds, thallium compounds, cyanide, selenium powder, phenol, mercury, highly toxic pesticides, etc.
9. Biochemical products, infectious and infectious substances
Such as germs, anthrax, parasites, excreta, medical wastes, bones, animal organs, limbs, skins without nitration, animal bones without drugs, etc.
10. radioactive substances
Such as uranium, cobalt, radium and plutonium.
11. Corrosive substances
Such as sulfuric acid, nitric acid, hydrochloric acid, storage battery, sodium hydroxide, potassium hydroxide, etc.
12. Drugs and tools for drug use, narcotic drugs and psychotropic substances for improper purposes, and precursor chemicals for improper purposes.
1) Drugs, narcotic drugs and psychotropic substances: such as opium (including poppy shells, flowers, bracts and leaves), morphine, heroin, cocaine, marijuana, methamphetamine (ice), ketamine, methadone, amphetamine, sodium caffeine and so on.
2) Precursor chemicals: such as piperonal, safrole, safrole oil, ephedrine, pseudoephedrine, hydroxyimine, o-ketone, phenylacetic acid, bromophenylacetone, acetic anhydride, toluene, acetone, etc.
3) Drug-taking tools: such as curling.
13 illegal publications, printed matter, audio-visual products and other promotional materials.
Such as books, publications, pictures, photographs, audio-visual products, etc. that contain reactionary, inciting national hatred, undermining national unity, undermining social stability, and promoting cults, religious extreme ideas, obscenity, etc.
14. Special equipment for spies
Such as hidden eavesdropping equipment, photo stealing equipment, burst transceiver, disposable cipher book, steganography tools, electronic monitoring and interception equipment for obtaining information, etc.
15. Illegal forgery of goods
Such as forged or altered currency, certificates and official seals.
16. Infringement of intellectual property rights and counterfeit and shoddy goods
1) Infringement of intellectual property rights: such as books, audio-visual products that infringe patent rights, trademark rights and copyrights.
2) Fake and shoddy: such as fake and shoddy food, medicines, children’s products, electronic products, cosmetics, textiles, etc.
17. Endangered wild animals and their products
Such as ivory, tiger bone, rhinoceros horn and its products.
18. Articles prohibited from entering or leaving the country
Such as food, medicine or other articles that are harmful to the health of people and animals, come from epidemic areas and can spread diseases; Documents, materials and other articles involving state secrets.
19. Other items
Articles listed in Catalogue of Hazardous Chemicals, List of Names of Explosives for Civil Use, List of Hazardous Chemicals Easily Exploded, Catalogue of Categories and Varieties of Precursor Chemicals, List of Articles Prohibited from Entering and Leaving People’s Republic of China (PRC), List of Pathogenic Microorganisms Infected by Human Beings, and other articles prohibited from being delivered by laws, administrative regulations and relevant departments of the State Council and the State Council.
Three, often returned by aviation security items:
1. Simulation guns, fire guns, bullets and casings. For example, any simulation gun and toy gun that can shoot bullets are prohibited, and only all-plastic toy water guns can pass the security check.
2. All kinds of controlled knives and crossbows.
3. Flammable and explosive dangerous goods, various chemical reagents and bottled liquids.
4. Batteries and various electronic products with batteries. Including but not limited to: any reusable rechargeable battery, such as lithium battery, built-in battery, notebook battery, storage battery, high-capacity battery, etc. MP3, MP4, mobile phones, computers and other electronic products with batteries, outdoor lighting supplies, mountaineering supplies, etc.; Toys containing dry batteries, light sticks, etc.
5. Magnetic objects (loudspeakers): magnetic objects, such as loud and small stereos with loudspeakers, circuit boards with transformers, etc.
6. All kinds of pressure vessels, all kinds of compressed gas products (automatic inflatable life-saving equipment, fire extinguishers), etc.
7. Mail containing cosmetics and medicines. Such as: liquid, powder, paste (including capsule drugs) and so on.
8. Electronic components. Such as: button cell delivered separately and batch dry batteries delivered separately.
9. Any item with an “unknown image” in the security view cannot be delivered. For example, the use of thick solid foam in packaging makes it difficult to display the shape and characteristics of the inner packaging items.
Four, according to other laws and regulations and rookie formulated and released prohibited articles.
Appendix III: Information Authorization Letter
1. Information collection and use
1.1 In order to provide the following services to merchants, rookie has the right to collect the following information (hereinafter collectively referred to as “information”) from cross-border business entities of Tmall International/Koala Haibao/Taobao Overseas Direct Mail/Global Shopping:
1.1.1 Basic information of the merchant, including but not limited to the registered account ID, nickname, store status and other information of the cross-border business entity of Tmall International/Koala Haibao/Taobao Overseas Direct Mail/Global Shopping, as the basic information for the rookie to provide services to the merchant.
1.1.2 The information of merchants’ trading orders, commodities, customer service, etc., so as to provide warehousing, packaging, customs clearance, distribution, customer service and other services for merchants in the process of logistics performance, and constantly optimize the corresponding service quality and experience.
1.1.3 Information on replenishment and purchase of merchants, so that rookie can better prepare the resources needed for service (such as warehousing, transportation and customs clearance resources) and help merchants to better use rookie supply chain services.
1.1.4 Other merchant information necessary for providing novice services to merchants (including but not limited to fee settlement).
1.2 If we use the information for other purposes not specified in this authorization, or use the information collected for specific purposes for other purposes, or we take the initiative to obtain the information of the merchant from a third party, we will obtain the consent of the merchant in advance.
2. Collaborative processing and provision of information
2.1 In order to continuously optimize and improve the service quality of rookie service, and to cooperate with the logistics service standard assessment conducted by cross-border business entities of Tmall International/Koala Overseas Direct Mail/Taobao Overseas Direct Mail/Global Direct Mail from time to time, rookie and cross-border business entities of Tmall International/Koala Overseas Direct Mail/Taobao Overseas Direct Mail/Global Direct Mail will conduct information collaborative processing in such scenarios as logistics cost optimization, supply chain performance monitoring and merchant and consumer experience optimization. Therefore, after collecting the aforementioned information from the cross-border business entities of Tmall International/Koala Haibao/Taobao Overseas Direct Mail/Global Shopping according to the agreement in Article 1 of this Appendix, the rookie has the right to analyze and process the information as necessary according to this Agreement. And have the right to provide the cross-border business entities of Tmall International/Koala Overseas Direct Mail/Taobao Overseas Direct Mail/Global Direct Mail with the information related to the rookie service according to this agreement and the Cooperation Agreement signed separately by the cross-border business entities and the rookie. Including but not limited to the completion of rookie services such as forecasting, statistics and analysis, logistics aging and related data and analysis, logistics cost data and analysis, logistics service experience and related after-sales service related to the supply chain of cross-border business entities of Tmall International/Koala Haibao/Taobao Overseas Direct Mail/Global Shopping.
3. Information protection
3.1 In order to ensure the information security of the merchants, Cainiao strives to take various reasonable physical, electronic and management security measures to protect the merchants’ information, so that the merchants’ information will not be leaked, damaged or lost, including but not limited to transmission encryption with HTTPS protocol, SSL and access control of data center. Rookie has also taken strict management on employees or outsourcers who may come into contact with business information, including but not limited to taking different rights control according to different positions, signing confidentiality agreements with them, monitoring their operations and other measures to conduct safety and privacy protection training. The rookie will provide corresponding security measures to protect the information of the merchants and provide reasonable security according to the existing technology, and the rookie will try his best to prevent the information of the merchants from being leaked, damaged or lost.
3.2 The information of merchants is stored in the dedicated database of Cainiao, who has an advanced data security management system with data as the core and around the data life cycle, which improves the security of the whole system from the aspects of organizational construction, system design, personnel management and product technology.
3.3 Rookie will also protect the information of the merchant in accordance with the relevant confidentiality provisions in this agreement.
4. Information retention and deletion
4.1 In case of any of the following circumstances, the merchant can contact Cainiao customer service to request Cainiao to delete the merchant’s information, and Cainiao will handle it according to relevant laws and regulations:
(1) If the rookie’s information processing behavior violates laws and regulations;
(2) If the rookie’s information processing behavior seriously violates the agreement with the merchant;
4.2 When the merchant or rookie assists the merchant to delete the relevant information, because of the applicable laws and security technologies, the rookie may not be able to delete the corresponding information from the backup system immediately, and the rookie will safely store the merchant’s information and isolate it from any further processing until the backup can be cleared or anonymous.
5 others
Matters not covered in this power of attorney shall be handled in accordance with the master agreement and relevant annexes. Unless otherwise specified in this power of attorney, please refer to the master agreement and relevant annexes for the meanings of relevant terms and definitions in this power of attorney.
