Terms of Service

These Terms of Service (the “Reseller Agreement” or “Agreement”) govern the relationship between SellAbroad FZ-LLC, a company organized under the laws of Dubai, UAE (Licence No. 106767), with its principal place of business at In5 Tech, Dubai Internet City, Dubai, UAE (“SellAbroad”, the “Reseller”), and any business that supplies goods for sale through the SellAbroad platform (the “Supplier” or “Client”). By onboarding to or using the platform, the Supplier agrees to these Terms.

Background

The Supplier owns or sources goods it wishes to make available for sale to end customers in international markets. SellAbroad operates a cross-border commerce platform and acts as principal and reseller, purchasing goods from suppliers and reselling those goods to end customers in its own name and on its own account, as the reseller and seller of record.

1. Definitions

• End Customer — the consumer who purchases Goods from SellAbroad through a Storefront.
• Goods — the products supplied by the Supplier and listed for sale by SellAbroad.
• Retail Price — the price payable by the End Customer, inclusive of applicable taxes and duties, as set by SellAbroad.
• Wholesale Price — the price at which SellAbroad purchases the Goods from the Supplier, equal to the Retail Price less SellAbroad’s margin and applicable deductions.
• Seller of Record / Reseller — the party that contracts with and invoices the End Customer as the legal seller, holds the payment relationship, and is responsible for refunds, chargebacks, returns, taxes, and consumer-facing liability.
• Storefront — the online sales channel(s) through which the Goods are offered to End Customers.
• Title — legal and beneficial ownership of the Goods.

2. Appointment; Relationship of the Parties

SellAbroad purchases Goods from the Supplier and sells them to End Customers in its own name and on its own account, as principal and Reseller. SellAbroad does not act as the Supplier’s agent, broker, or payment processor, and does not sell “on behalf of” the Supplier. The Supplier sells the Goods to SellAbroad as an independent vendor and is not a party to the contract of sale formed between SellAbroad and the End Customer. The parties are independent contractors dealing as principals; nothing here creates a partnership, joint venture, agency, fiduciary, or employment relationship.

3. Title and Risk of Loss (Flash Title)

Immediately prior to, and as a condition of, each sale of Goods to an End Customer, Title to and risk of loss in the Goods passes from the Supplier to SellAbroad. SellAbroad holds Title for the instant of the onward sale, whereupon Title passes from SellAbroad to the End Customer. Where the Supplier ships Goods directly to the End Customer, it does so as SellAbroad’s fulfilment agent and for SellAbroad’s account; direct shipment does not alter the Title sequence and does not make the Supplier the seller to the End Customer. The Goods are not held on consignment. SellAbroad bears the commercial risk of the sale to the End Customer, including non-payment, chargebacks, and refunds, subject to its recourse to the Supplier under Sections 8 and 9.

4. Pricing & Margin

SellAbroad determines, in its sole discretion, the Retail Price payable by the End Customer, including discounts, promotions, currency, and the presentation of taxes and duties. SellAbroad’s margin — the markup applied over the Wholesale Price — ranges from 6% to 20% of product value, agreed with the Supplier at onboarding. The Wholesale Price is the Retail Price less this margin and applicable deductions. SellAbroad may change Retail Prices at any time; margin / Wholesale Price terms may be revised on 30 days’ written notice.

5. Orders, Fulfilment & Shipping

• Acceptance. SellAbroad accepts End Customer orders as Reseller and, on acceptance, purchases the corresponding Goods from the Supplier.
• Fulfilment SLA. The Supplier shall fulfil each order with a valid tracking number within seven (7) calendar days of order placement, extended to ten (10) calendar days for made-to-order Goods.
• Auto-refund. If an order is not fulfilled with valid tracking within the applicable window, SellAbroad will refund the End Customer in full. As the Reseller and seller of record, SellAbroad determines and issues such refunds.
• Shipping disclosure. The Supplier shall ensure accurate international shipping timelines are displayed prior to purchase. Inaccurate disclosure is a material breach.

6. Invoicing & Supplier Payment

SellAbroad issues the invoice/receipt to the End Customer in its own name, as Reseller, at the full Retail Price (inclusive of applicable taxes and duties). The Supplier issues an invoice to SellAbroad (or accepts a self-billing invoice) for the Goods at the Wholesale Price, evidencing SellAbroad’s purchase; such invoices constitute SellAbroad’s cost of goods sold. SellAbroad pays the Supplier the Wholesale Price for fulfilled and dispatched orders, net of agreed deductions, on net-7 trade terms by default (terms may vary by Supplier as agreed in writing). This payment is SellAbroad’s cost of goods sold, not settlement of any End Customer funds held on the Supplier’s behalf. In consideration of the platform Services, the Supplier pays a monthly subscription fee (USD $199–$9,999) set at onboarding.

7. Taxes & Duties

As Reseller, SellAbroad is responsible for calculating, collecting, and remitting applicable output VAT, sales tax, customs duties, and import charges on sales of Goods to End Customers, as principal, in each market where it is registered or required to do so. Such taxes and duties are borne by the End Customer as part of the Retail Price. The Supplier remains responsible for its own taxes arising on the sale of Goods to SellAbroad at the Wholesale Price.

8. Refunds, Returns, Chargebacks & Customer Service

As Reseller, SellAbroad is the party liable to End Customers and the card networks for refunds, returns, and chargebacks, and handles customer service for the sale. SellAbroad determines and issues refunds and processes returns under its published policy, including the auto-refund SLA above. Chargebacks are charged against SellAbroad’s merchant accounts, and SellAbroad manages dispute representment. As between the parties, the economic cost of a chargeback is passed through to and borne by the Supplier where it arises from the Supplier’s acts or omissions (e.g., non-delivery, defective or misdescribed Goods, or failure to process an agreed refund); chargebacks not attributable to the Supplier are borne by SellAbroad. This allocation does not change SellAbroad’s status as Reseller and seller to the End Customer.

9. Product Warranties; Supplier Indemnity

The Supplier warrants that the Goods are genuine, conform to their description, are of satisfactory quality, are lawfully supplied and may lawfully be sold and shipped to the destination markets, comply with all applicable laws and regulatory requirements (including product safety, labelling, licensing, and import/export controls), do not infringe third-party rights, and are accurately represented on the Storefront. The Supplier is solely responsible for determining and ensuring the legality of the Goods in each market. The Supplier shall indemnify, defend, and hold harmless SellAbroad and its affiliates from claims, losses, fines, penalties, and expenses arising out of breach of these warranties, product liability, regulatory action relating to the Goods, chargebacks attributable to the Supplier, and infringement of third-party rights.

10. Compliance

Each party shall comply with all applicable laws, including anti-money-laundering, sanctions, anti-bribery, and consumer-protection laws. The Supplier shall provide the know-your-customer and onboarding information reasonably requested by SellAbroad or its payment partners and keep it current.

11. Confidentiality

Each party shall protect the other’s Confidential Information with the same care it uses to protect its own and shall not disclose or use it except as permitted under this Agreement.

12. Limitation of Liability

Except for the Supplier’s warranties and indemnity, chargebacks attributable to the Supplier, breaches of confidentiality, a party’s fraud or willful misconduct, and payment obligations for Goods, fees, or taxes, neither party’s aggregate liability shall exceed the total fees and margin earned by SellAbroad in respect of the Supplier in the twelve (12) months preceding the claim. Neither party is liable for indirect, incidental, special, or consequential damages.

13. Data Protection

Each party shall comply with applicable data-protection laws (including GDPR and CCPA). With respect to End Customer personal data processed for the sale, SellAbroad acts as a controller in its capacity as Reseller. See our Privacy Policy for details.

14. Intellectual Property

SellAbroad retains ownership of its platform and pre-existing intellectual property. The Supplier grants SellAbroad a non-exclusive license to use its trademarks, product images, and content as necessary to list, market, and sell the Goods as Reseller, and retains ownership of its pre-existing intellectual property and data.

15. Term & Termination

This Agreement commences on onboarding and continues until terminated. Either party may terminate at any time on written notice. On termination, SellAbroad ceases purchasing new Goods; for sales already made, SellAbroad remains the Reseller and retains responsibility for related refunds, chargebacks, and taxes, with continuing recourse to the Supplier.

16. Governing Law & Dispute Resolution

This Agreement is governed by the laws of Dubai, UAE. Any dispute shall be resolved in the courts of the Dubai International Financial Centre (DIFC) or by binding arbitration under the DIFC-LCIA rules in Dubai, UAE.

17. Contact

Questions about these Terms: legal@sellabroad.io.