Acceptance of Terms of Service

Dear Guest, welcome to the Fedshi platform. On this page, you will find the Terms of Service for the Fedshi platform. From the moment you use the platform’s services, you will be agreeing to the Terms of Service, and you will bear all legal responsibilities arising from your misuse of the services. Therefore, please read this agreement carefully before you begin using the platform.

When the word “Fedshi” or “First Party” is used on this page, it refers to the Fedshi application and the website fedshi.com and all associated websites and applications. When the word “Reseller” or “Second Party” is used, it refers to the individual who uses the platform to provide commerce services.

Recitals

Fedshi provides a software platform containing applications and websites online (“Platform”) through which it displays to the Reseller a variety of diverse products and provides e-commerce services such as product storage, order processing, and payment collection from customers (“Services”). The Reseller markets the products displayed on the Platform, receives and places orders on the Platform on behalf of customers, and provides after-sales services including but not limited to communication, follow-up, and problem resolution for customers (“Commerce”).

Interpretations and Definitions

a) “Customers” means the individuals who are current, former, or future customers to whom the Reseller provides Commerce services.

b) “My Account” means the details, shopping history, and profit of the Reseller, which were created after registration for Commerce through the Platform.

c) “Profit” means the percentage of profit that a Fedshi reseller collects in their electronic wallet in the Reseller’s account on the Platform after successfully completing an order, which is the difference between the proposed customer price and the wholesale price.

d) “Upcoming Profit” means the profit amount that appears in the upcoming profit account in the Reseller’s account on the Platform, which represents the profit from orders placed by the Reseller that have not been delivered and/or whose total has not been collected from customers by Fedshi.

e) “Earned Profit” means the profit amount that appears in the earned profit account in the Reseller’s account on the Platform, which represents the profit from orders placed by the Reseller that have been delivered and whose total has been collected from customers by Fedshi.

f) “Wholesale Price” means the price of the product displayed on the Platform, which does not include the Reseller’s profit and delivery cost.

g) “suggested Customer Price” means the price of the product at which the Reseller displays products to customers, which includes the Reseller’s profit.

h) “Total Customer Price” is that which includes the wholesale price, discount, and Reseller’s profit.

i) “Order Total” means the amount that will be sent and paid by the customer, which includes the wholesale price, discount, Reseller’s profit, and delivery cost.

j) “Discount Code” means the special promotional codes containing numbers and letters issued by Fedshi for use by Resellers only when placing an order, subject to applicable restrictions and prohibitions.

The Agreement

a) This agreement (“Agreement”) between the two parties contains important terms, and agreeing to it means the Reseller has read and agreed to all Fedshi policies, which include but are not limited to the delivery policy, return policy, payment policy, privacy policy, general terms and conditions, and other policies available on the Platform and which Fedshi may create in the future (“Policies”).

b) Fedshi may make changes to the Agreement and Policies, and continued use of any services provided by Fedshi constitutes the Reseller’s approval of any such changes. Additionally, when using certain services, the Reseller and Fedshi are subject to any published guidelines or rules applicable to those specific services, which may be published from time to time by Fedshi.

Reseller Obligations, Confirmations, and Commitments

a) The Reseller commits to presenting themselves before their customers and acknowledges and guarantees that they will not act on behalf of Fedshi with customers.

b) Fedshi conducts interviews and training for the Reseller from time to time, and Fedshi bears no responsibility for any training provided by it or any actions, performance, or conduct of the Reseller. For the avoidance of doubt, Fedshi has not employed and will not employ the Reseller.

c) The Reseller confirms and guarantees that they have full authority to enter into, agree to, execute this Agreement, and provide the Commerce services mentioned therein.

d) The Reseller confirms, guarantees, and commits that this Agreement is legal, legally binding, and effective according to the terms and conditions mentioned therein.

e) The Reseller confirms and guarantees that they have read and understood their rights and obligations mentioned in this Agreement and agrees to comply with all material aspects.

f) The Reseller confirms and guarantees that the approval, execution, and performance of this Agreement and the terms and conditions of Commerce services in the Agreement:

•  Will not conflict with or result in any material breach or violation of any of the terms and conditions of the Agreement, and will not constitute a default of any other instrument, contract, or agreement to which the Agreement is a party or legally bound.
•  Will not violate any court ruling or any legally binding decision or decree.
•  Will not violate any company documents, laws, or rules.

g) The Reseller confirms, guarantees, and commits to execute their obligations in this Agreement in compliance with all applicable laws.

h) The Reseller is not entitled to use any marketing materials of any other platform that provides services similar to those provided by Fedshi.

i) The Reseller acknowledges and confirms their complete waiver of their tribal rights throughout the duration of this Agreement.

j) The Second Party commits that they will not make any negative or violating comments about Fedshi or do anything that would tarnish the reputation of any affiliated company, its directors, employees, other resellers, or suppliers. In case of a complaint or suggestion, they should be raised and reported only through the established procedures or escalated to Fedshi management as a last resort.

Fedshi’s Responsibility

a) All products displayed on the Platform are subject to the requirements and specifications of local or international manufacturers or distributors, and Fedshi has no responsibility for manufacturing, storage, transportation, or shipping operations.

b) Other than the warranty provided by the supplier, if any, Fedshi does not provide any responsibility or warranty for any products offered through the Platform, and thus the Reseller understands the nature of these contracts and their effects.

c) The Fedshi team makes every effort to provide the best possible service, but errors may occur during the provision of information about products and prices through the Platform, and Fedshi will not be responsible for these errors.

Purchase Terms

The purchase terms mentioned below apply when the Reseller begins the order placement process through the Platform:

a) The Reseller must have legal capacity to make a purchase.

b) Upon completing the shopping process and placing the order, the Reseller must provide accurate, clear, and current information about the customer, most importantly the full name, delivery address, and phone number.

c) Receiving notification about the order without confirmation from Fedshi is not considered valid acceptance, and Fedshi may cancel the order whenever it deems appropriate. The Fedshi team will contact the Reseller and customer to confirm the order, and then a delivery company representative will contact the customer to determine the delivery address and time.

d) The Reseller must ensure that the customer will receive the order within a period not exceeding one week from the date of placing the order and deliver the order amount to the delivery representative upon receipt.

e) Any purchase order made through the Platform is considered a binding purchase agreement between the Reseller and Fedshi, and Fedshi has the right to cancel the Reseller’s account without any prior notice in case of the Reseller’s non-compliance with the purchase agreement and to take necessary legal action to compensate Fedshi for any losses or damages of any kind that may result from failure to comply with this Agreement.

f) Some goods/products/services may require additional terms referred to separately.

Placing Order Acceptance

a) At its discretion, Fedshi may refuse or cancel any order for any reason.

b) The ordering process is sometimes or always restricted by certain limitations, including but not limited to:

1- Restrictions related to quantities available for purchase.

2- Restrictions related to errors in entering prices and product details.

3- In case Fedshi discovers cases related to fraud, forgery, or cancellation.

4- Any other restrictions determined by Fedshi according to need and at its own discretion.

c) Fedshi may request some additional information before approving the purchase order.

d) Fedshi will contact the Reseller in case of partial or complete cancellation or in case Fedshi needs additional information from the Reseller to accept the order.

e) If it is determined that certain purchase orders violate any of the Platform’s terms and conditions, these purchase orders will be modified accordingly.

Prices

a) The Reseller commits that the selling price targeting customers is the same as that available on the Platform at the time of order submission.

b) Fedshi confirms the order total to the Reseller only after submitting the order, including any additional fees that may apply to the order.

c) If Fedshi mistakenly lists a product with an incorrect price or information, Fedshi has the right, at its own discretion, to contact the Reseller for instructions or to cancel the purchase order and inform the Reseller of this cancellation.

d) In all cases, Fedshi may adjust prices and inform the Reseller of any adjustments, even if the Reseller has previously submitted the order.

Profit

a) The Reseller agrees that profit is only realized if the order is delivered to the customer after Fedshi has collected the full total from the customer.

b) After Fedshi accepts the Reseller’s order, the profit is added to the Reseller’s wallet and Fedshi informs the Reseller of this via email or notification within the Platform, and the customer will pay the final amount in cash to Fedshi upon receiving the order.

c) In addition to the proposed customer price, payment of delivery cost or other costs may also be requested from the customer.

d) The Reseller agrees that Fedshi may recover paid profit and deduct from the earned and upcoming profit accounts if the order is cancelled, rejected, returned, or replaced by the customer.

Product Inventory Shortage

a) Fedshi makes every effort to ensure permanent availability of products, and in case of shortage or unavailability of a product, Fedshi may offer the Reseller the option to obtain an alternative or similar product, or to completely cancel the product and/or replace the product with a different size of the same brand. In all cases, if the price of the alternative product is higher than the price of the requested product, the customer must pay the difference, and if the price of the new product is cheaper, the difference is returned to the customer.

b) Fedshi reserves the right, at its own discretion, to set a limit on the quantity of products purchased per person/entity or per order.

c) The restrictions mentioned above may be imposed on orders submitted from the same account or purchase orders that use the same billing address and/or delivery address, and Fedshi notifies the Reseller if this is applied.

Discount Codes

a) When the Reseller activates a discount code, this code will be replaced with the discount or full amount only, meaning that the code may not be used partially.

b) Only one code is allowed per order or per account and for any period determined by Fedshi.

c) Discount codes must be used only at the time of placing the order.

d) Discount codes are subject to conditions to determine the period and quantity.

e) All orders are reviewed by the customer care team at Fedshi before execution.

f) Discount codes have no cash value and instead, each discount code represents a right to a discount conditional on what Fedshi determines when announcing it.

Fraud and Forgery

a) Fedshi reserves the right to terminate the Reseller’s account without any prior notice if it discovers by any means that the Reseller is using Fedshi’s systems for fraudulent activities including but not limited to:

•  Collusion with third parties including suppliers, resellers, or customers.
•  Issuing fake orders for fake customers.
•  Intentionally returning customer orders after receiving earnings.
•  Creating multiple accounts to benefit from promotional offers.

b) Fedshi reserves the right to take legal action against any reseller who uses its platform in relation to fraudulent activities.

Indemnifications

a) The Reseller indemnifies Fedshi and does not burden it or the Group or its affiliates, employees, officers, directors, subsidiaries, or assignees (“Fedshi Indemnified Parties“) with any burden for any or all losses resulting from any third-party claim or any legal action against Fedshi Indemnified Parties, at any time based on:

•  Any breach by the Reseller of their obligations under this Agreement.
•  Any negligence or intentional misconduct or fraud by the Reseller.

Confidentiality

a) The Reseller agrees to treat all information related to Fedshi or the Group and all related information provided pursuant to this Agreement as confidential information, and not, except as provided in this Agreement, to disclose or reveal any such information to any third party.

b) The Reseller agrees that any breach of any term of this Agreement would cause irreparable damage and losses to Fedshi that cannot be repaired even after paying financial compensation, and the Reseller also agrees, in addition to financial compensation and legal remedies in case of threatening, breaching, or continuing to breach any terms of this Agreement, to Fedshi obtaining a court order wherever necessary.

c) The above terms do not apply to any confidential information that:

•  Is considered previously known by the Reseller.
•  Is considered public information or will become public information, not as a result of any breach.
•  Is required to be disclosed by law.

General Terms

a) All notices, requests, claims, or other communications related to this Agreement shall be in writing and shall be deemed to have been given to the Reseller when delivered to the Reseller’s authorized representative to whom the notice was addressed or by posting it on the Platform.

b) Fedshi may assign, replace, or transfer its rights and obligations under this Agreement (in whole or in part) in accordance with the law. The Reseller may not in any way assign, replace, or transfer their rights and obligations under this Agreement. This Agreement is considered effective and legally binding for the benefit of the assignees and followers of the parties under this Agreement.

c) No waiver of any term in this Agreement shall be considered effective unless specified in writing and signed by the concerned party acknowledging waiver of that term. No delay or failure in executing or exercising any right, power, or privilege shall be considered a waiver, nor shall any exercise whether in whole or in part cancel any other exercises. The rights and remedies provided in this Agreement are considered cumulative and not exclusive of the rights and remedies provided by law unless this Agreement provides otherwise.

d) This Agreement shall be effective from the date of the Reseller’s use of the Platform and shall be effective throughout the duration of the Reseller’s use of the Platform.

e) Clauses 11, 12, and 13 of this Agreement are not affected and are considered in effect even after termination of the Agreement.

f) Fedshi is not considered responsible for any indirect or consequential losses (including losses in profits, opportunities, and goodwill).

g) Fedshi and the Reseller are considered and remain independent parties, and nothing in this Agreement shall be interpreted to make either party an agent, employee, joint venture, or legal representative of the other party. Neither party shall appoint itself as a representative of the other party with any authority binding the other party to any action.

h) The preamble to this Agreement is considered an integral part of this Agreement. If the competent court considers any provision of this Agreement illegal, void, or unenforceable, then that provision shall be severed from the Agreement and considered cancelled to the extent required without modifying the remaining provisions, and the validity and enforcement of the remaining terms and conditions of the Agreement shall not be affected in any way. All remaining provisions in this Agreement that are referred to as valid or unaffected by termination or expiration of this Agreement shall be considered valid and unaffected by termination or expiration of this Agreement.

i) This Agreement is subject to the laws of the State of Iraq.