Definitions. For the purposes of this Agreement, in addition to the capitalized terms defined elsewhere in this Agreement, the following terms shall have the following meanings:
"Agreement" means the Sign-Up Form and these Retailer Terms (as updated from time to time);
"Dropshipped" and "Dropshipping" means sending Products directly from Supplier to an End Customer on behalf of a Retailer;
"End Customer" means an end customer of a Retailer to whom any Products are to be Dropshipped;
"Listing Price" means the price that Supplier lists against the Products as being the price that the Supplier shall charge Retailers for selling such products, exclusive of taxes and shipping costs.
"MSRP" means the minimum suggested retail price, being the price that Supplier may recommend to Retailers as the sale price for Products to End Customers.
"Sign-Up Form" means the online sign-up or registration form completed by Retailer and which refers to these terms, and which may set out certain commercial terms such as the term, fees and features of the Service to be delivered to Retailer;
"Personal Data" means any information or data that alone or together with any other information relates to an identified or identifiable natural person ("data subject"), or data considered to be personal data under Privacy Laws. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
"Privacy Laws" means any law, statute, directive, or regulation, including any and all legislative and/or regulatory amendments or successors thereto, regarding privacy, data protection, information security obligations and/or the processing of Personal Data (including without limitation the General Data Protection Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data as amended or superseded from time to time).
"Products" means Supplier's products listed by Supplier through the Service, including without limitation those specified in the Sign Up Form (if any) and as may otherwise be updated by Supplier from time to time in accordance with the terms of this Agreement.
"Retailer" means the entity registering as "Retailer" through the sign up form, where the entity wishes to receive Dropshipping services from Suppliers in accordance with these terms
"Retailer Order" means an order by a Retailer for Products from the Supplier submitted through the Spocket Platform.
"Service" means access as a supplier to the Spocket Platform;
"Shipping Price" means the fee listed on the Spocket Platform by Supplier for Dropshipping any Products to End Customers;
"Spocket Platform" means Spocket’s online, web-based marketplace platform and linked Shopify and WooCommerce application that allows Retailers to purchase products directly from suppliers who have subscribed to Spocket’s services, which products are to be drop shipped by such suppliers to the End Customer;
"Supplier" means a supplier who has subscribed to the Spocket Platform, primarily for the purpose of using the Spocket Platform as a marketplace for retailer to list supplier products on their online store and having those products Dropshipped by that supplier to that Retailer’s End Customers.
"Supplier Profile" means the Supplier’s profile on the Spocket Platform, which is available for Retailers to view and on which Suppliers may detail information regarding the Supplier, its location, its terms of supply, Processing Time, Shipping Time and such other information as Spocket may permit or require from time to time.
"Term" has the meaning given in Section 11.1;
"Total Fees" means, in respect of a Retailer Order, the aggregate of the Listing Price for all Products ordered, the Shipping Price, and transaction fees that Spocket may impose and any applicable sales, value added or similar taxes; and
"User" means an employee, contractor or agent of Supplier who is authorized by Supplier to use the Service, and who has been supplied a user account and password by Supplier (or by Spocket at Supplier’s request) for the Service.