Electronic Commerce (Cyber Mall) Terms and Conditions
Article 1 (Purpose)
The purpose of these terms and conditions is to clarify rights, obligations, and responsibilities of the Users (defined below) and cyber-mall when using Internet-related service (hereinafter referred to as “Service”) provided by [Company Name] (hereinafter as the Mall) operated by [Company Name].
※「These Terms and Conditions for e-commerce using PC communication, wireless, etc., as long will be complied as they are not against its nature.」
Article 2 (Definitions)
① “Mall” shall mean a virtual business place set up by [Company Name] to provide the Product or services (hereinafter referred to as the “Product”) to users by using information and communication facilities such as computers to trade the Product as well as a means of operating a cyber-mall.
② “User” shall mean all Members and Non-Members who have access to the Mall while receiving the Services provided by the Mall in accordance with the Terms and Conditions herein.
③ “Member” shall mean a person who is registered as a member of the Mall and has the right to continuously use the Services provided by the Mall.
④ ”Non-Member” shall mean a person who uses the Services provided by the Mall without registration.
Article 3 (Stipulation, Explanation and Modification of Terms and Conditions, Etc.)
① The Mall shall publish the following information on the initial Service screen (front web page) so that the User can easily locate, including but not limited to, the contents of the Terms and Conditions, company name, CEO name, office locations and addresses (including the place that handles consumer complaint), telephone number, fax number, electronic mail address, business registration number, communication sales business report number, personal information management supervisor, etc., provided, however, that the specifics of the Terms and Conditions may be available for the User to read via the connecting screen.
② The Mall shall procure the confirmation of the User by providing, via separate connecting or pop-up screen, some of the important information on subscription cancellation, delivery responsibility, refund conditions, etc. of the Terms and Conditions prior to the agreement by the User on the Terms and Conditions so that the User can fully understand the details.
③ The Mall may amend these Terms and Conditions, to the extent that it shall not violate the Law on Protection of Consumers’ Rights, Law on Cyber Security, Law on Cyber Information Security, Civil Code, Commercial Law, Law on E-transactions, Decree 52/2013/ND-CP of the Government dated 16 May 2013 on E-commerce, Circular 47/2014/TT-BCT of the Ministry of Industry and Trade dated 05 December 2014 regarding the management of e-commerce websites, Circular 59/2015/TT-BCT of the Ministry of Industry and Trade dated 31 December 2015 on management of e-commerce activities via applications on mobile equipment etc. and other relevant applicable laws, regulations and public notices.
④ In the case of the amendment of the Terms and Conditions, the Mall shall disclose the effective date and ground of such amendment along with the current version of the Terms and Conditions on the initial page of the Mall seven (7) days prior to the effective date of such amendment, provided, however, that if the amendment is disadvantageous to the User, there shall be at least thirty (30) days of grade period. In this case, the Mall shall make a clear comparison table of the pre-amendment and the post-amendment, enabling the User to easily understand.
⑤ When the Mall provides notification of amendment as provided in Article 3(4) above and the User fails to express one’s opinion, despite the Mall having clearly informed the User that non-action shall be deemed as an approval, the changed Terms and Conditions shall be approved. The User may terminate the agreement if the User does not agree with the amended Terms and Condition.
⑥ Matters not stipulated herein and the interpretation of these Terms and Conditions shall comply with the Law on Protection of Consumers’ Rights, Law on Cyber Security, Law on Cyber Information Security, Civil Code, Commercial Law, Law on E-transactions, Decree 52/2013/ND-CP of the Government dated 16 May 2013 on E-commerce, Circular 47/2014/TT-BCT of the Ministry of Industry and Trade dated 05 December 2014 regarding the management of e-commerce websites, Circular 59/2015/TT-BCT of the Ministry of Industry and Trade dated 31 December 2015 on management of e-commerce activities via applications on mobile equipment, etc. and other relevant applicable laws, regulations and public notices.
Article 4 (Service Provision and Modification)
① The Mall shall carry out the following tasks:
1. Provision of the information on the Product or services and signing of the purchase contract;
2. Delivery of the Product or services on which the purchase contract is entered into and made;
3. Other tasks designated by the Mall
① When the Mall modifies the details of the Service on the grounds of product unavailability or technological specification change, an immediate notification shall be sent the User, informing such ground, to a known address.
② In the previous paragraph, the Mall shall provide compensation to the damage incurred to the User, provided, however, that the foregoing shall not be applicable if the Mall proves the absence of bad faith or fault on its part.
Article 5 (Service Suspension)
① the Mall may temporarily suspend the provision of the Service upon the occurrence of the grounds, for instance, repair and inspection, exchange and malfunction, communication breakdown, etc., regarding information communication equipment, such as computer, etc.
② the Mall shall provide compensation to the damage inflicted upon the User or a third party arising from the temporary suspension of the Service provision due to the ground stated in the paragraph 1 above, provided, however, that the foregoing shall not be applicable if the Mall proves the absence of bad faith or fault on its part.
③ If provision of the Service is not feasible due to the grounds of business category change, business relinquishment, or business merger, the Mall shall notify the User through any of the methods stipulated in Article 8 and provide compensation in accordance with the original conditions agreed by the Mall. However, if the Mall has not implemented specific compensation standards, etc., the mileage or reserve of the User shall be paid in kind or cash corresponding to the currency value used in the Mall.
Article 6 (Membership)
① The User shall apply for membership by filling in the Member information in the Mall registration form, expressing his / her intention to agree to its terms.
② The Mall shall register the applicants applied pursuant to Article 6(1) above as a Member unless the following applies:
1. If the applicant has previously lost its membership due to reasons provided in Article 7(3) of these Terms and Conditions. However, those who have obtained the re-registration of the Mall after 3 years from its loss of membership shall be registered;
2. If there are any false, missing or misleading entry; or
3. If it is judged that registering as a member is significantly impeded by the technology of the Mall.
③ The date of establishment of the membership contract shall be the point when the acceptance of the Mall is delivered to the Member.
④ In the event that there is a change in the information registered, the Member must notify the Mall of the change by modifying the Member information, within reasonable period.
Article 7 (Withdrawal or Disqualification of Membership)
① The Member may request to the Mall for withdrawal at any time, and the Mall must immediately process the withdrawal.
② If the Member falls under any of the following reasons, the Mall may restrict or suspend the membership:
1. If false information is registered at the time of application:
2. If the Member does not pay the debts borne by the Member in connection with the use of the Mall, such as the Product purchased through the Mall;
3. Threaten the e-commerce order by interfering with the use of the Mall by others or stealing the information; and
4. If the Mall is used in manner prohibited by the law or these Terms and Conditions or against public order and moral standards.
③ After the Mall limits or suspends membership, the Mall may terminate such membership if the same act is repeated more than once or if the reason is not corrected within 30 days.
④ In case the Mall terminates a membership, membership registration is expired. In this case, the Member will be notified of this, and the Member shall be given a chance to call at least 30 days before the expiration of the membership.
Article 8 (the User Notification)
① A notification delivered to the User by the Mall may be sent to an electronic mail address agreed between the parties for receiving such notification.
② When the Mall needs to deliver notice to unidentified group of the Users, the Mall may provide a public notice on the bulletin board of the Mall for at least one (1) week. However, any transaction which may have significant effect on the User must be notified individually.
Article 9 (Purchase Order)
① The User shall place a purchase order through one of the following methods or similar ones in the Mall and the Mall shall notify the User of the specifics of such order in an easily identifiable manner:
1. Search and choice of the Product;
2. Name, address, telephone number, electronic mail address (or mobile phone number), etc. of the recipient of the Product;
3. Confirmation of contractual conditions for each Product, Service for which subscription cancellation is limited, cost burden for delivery expense or installation expense, etc. and other relevant details;
4. Express consent to these Terms and Conditions, confirming or refusing the matters in the aforementioned paragraph 3 (i.e. ticking of relevant box or button);
5. Purchase order on Product and its confirmation or consent to the confirmation of the Mall; or
6. Payment method option.
② In the event the Mall is required to provide the buyer’s personal information to a third party, the Mall must inform and obtain approval from the buyer 1) the person who shall be receiving the personal information, 2) the purpose and use of the personal information, 3) items of personal information provided, and 4) the retention and use period of the personal information.
③ In the event the Mall entrusts a third party to handle the buyer’s personal information, the Mall must inform and obtain approval from the buyer 1) the person entrusted with handling the personal information, 2) contents of the business entrusted with handling personal information. (same shall be applicable if the agreement is changed) However, if it is necessary for the execution of the contract regarding the provision of the Service and if it is related to the improvement of the buyer’s convenience, the Mall shall not have to provide the notice and consent process.
Article 10 (Contract Signing)
① The Mall may refuse to agree to the purchase order made pursuant to Article 9, if any situation of the following subparagraphs arises. Provided however, that the following shall be disclosed, in the case of a contract with a User, the failure to procure the consent of a legal representative shall enable the User himself/herself or a legal representative to cancel the contract;
1. False, omitted, or erroneous information in the purchase order;
2. User’s purchase of the Product or services, such as alcoholic beverages or cigarettes, which are prohibited under the laws of Vietnam; or
3. When it is deemed that the consent to the purchase order imposes a noticeable technological obstacle for the Mall.
② A contract is deemed to have been entered into and made when the contract amount is transferred after the consent of the Mall is delivered to the User in the form of receipt confirmation notice under Article 12(1).
③ The expression of consent of the Mall shall include the confirmation of the User on the purchase order, Product availability, correction or cancellation of the purchase order, etc.
Article 11 (Payment Method)
The available payment methods for the Product or services purchased from the Mall are stated in the following subparagraphs whichever available in Vietnam, provided, however, that, the Mall shall not be entitled to impose any additional fee for the payment of the Product with respect to the User’s payment method, but the additional fee may be charged by the relevant bank or payment service provider of the Users.
1. Various bank transfers such as phone banking, internet banking, and mail banking;
2. Payment of various cards such as prepaid card, debit card, credit card, etc.;
3. Online passbook deposit;
4. Payment by Electronic Money;
5. Payment upon receipt;
6. Payment by points issued by the Mall including mileage;
7. Payment by gift certificate signed by the Mall or recognized by the Mall;
8. Payment of other electronic payment methods.
Article 12 (Receipt Confirmation Notice, Purchase Order Change and Cancellation)
① the Mall shall provide the receipt confirmation notice to the User upon his/her purchase order with the following information:
1. List of all goods or services the Users have ordered, the quantity and price of each product, and total value of the contract;
2. Time of goods delivery or service provision;
3. Contact information for the Users to inquire about the status of contract performance when necessary.
② Once the User receives the receipt confirmation notice, the User shall check any inconsistency and if there are any inconsistencies, the User may immediately ask to change or cancel the purchase order, and the Mall shall comply with such request without undue delay prior to the delivery. If the payment is already executed, the provision of Article 15, Subscription Revocation, Etc. shall be followed.
Article 13 (Supply of the Product)
① Unless there is a separate agreement on the date of supply of the Product, the Mall shall take the necessary measures of customized production, packaging, etc., so that the Product can be delivered within seven (7) days of the User’s order, provided, however, that in case that the payment for the Product is already executed partially or entirely, the Mall must take measures within three (3) working days from the partial or full payment. The Mall shall implement proper measures that enable the User to check the supply and processing of the Product.
② The Mall shall stipulate delivery method, relevant cost burden for each method, delivery period for each method, and geographical limits of the delivery of goods or provision of services, if any, with respect to the Product purchased by the User. If the delivery period exceeds the one promised by the Mall, the User shall receive compensation, provided, however, that the foregoing shall not be applicable if the Mall proves the absence of bad faith or fault on its part.
Article 14 (Refund)
If the Mall cannot provide deliver or provide the Product on which the User has placed a purchase order due to unavailability, etc., the Mall shall immediately notify the User of such ground; If there was any partial or full payment made, the Mall must refund the amount or take other necessary action within three (3) working days from receiving the payment.
Article 15 (Subscription Revocation, Etc.)
① the User shall not be entitled to request the Product return or exchange in any of the cases in the following subparagraphs once he/she receives the delivery of the Product:
1. Destruction of or damage caused to the Product due to the grounds attributable to the User (provided, however, that if the packaging, etc. is damaged to check the contents of Product, etc., the User is allowed to cancel his/her subscription except the cases under paragraph 2(4) hereof);
2. Dramatic decrease of the value of the Product due to use or partial consumption on the part of the User;
3. Noticeable decrease of the value of the Product due to the passage of time, to the extent that re-sale is not feasible; or
4. Damage on packaging of the Product in the case that such Product can be copied to produce a product with identical function.
② Notwithstanding the provisions of Paragraph 1, if the contents of the Product are different from its labeling or advertisement or the contract conditions are not fulfilled, the User shall be able to cancel his/her subscription within ten (10) days after the delivery of the pertinent products, etc.
Article 16 (Effects of Subscription Revocation)
① The Mall shall make a refund within thirty (30) days after it receives the returned from the User. If the Mall delays the refund to the User, it shall pay interest for the delayed payment at the prime interest rate announced by the State Bank at the time of paymentfor the delayed period.
② For the refund of the aforementioned fund, if the User made the payment via credit card or electronic currency for the payment of the Product, the Mall shall request the business operator to suspend or cancel its fund payment claim without undue delay if possible.
③ In the case of subscription revocation, the expense necessary for the return of the Product supplied shall be borne by the User. The Mall shall not demand penalty or compensation from the User for the reasons of subscription revocation. Notwithstanding the foregoing, if subscription is revoked because the contents of the Product which are different from labeling or advertisement or the contract conditions are not fulfilled, the expenses necessary for the return of the Product shall be borne by the Mall.
④ If the delivery cost of the Product is borne by the User, the Mall shall clearly stipulate which party bears the cost upon subscription cancellation to inform the User.
Article 17 (Personal Information Protection)
① The Mall collects the minimum amount of personal information necessary for the Service provision when collecting the Users’ personal information.
② The Mall does not collect information necessary to fulfill purchase contracts in advance when a Member is registered. However, this is not the case when the purchase contract needs to be confirmed prior to the delivery in order to fulfill the obligation under the relevant statutes.
③ The Mall shall notify the Users of the purpose of collecting and using the Users’ personal information and obtain consent.
④The Mall shall not use the collected personal information for purposes other than its intended purpose. In the event of a new purpose, or in the event of a third party, the Users shall be notified and agreed upon during the use/supplication stage. Exceptions are made when there is a different provision in the relevant statutes.
⑤ If the Mall is required to have consent from the Users under paragraphs 3 and 4 herein, the person in charge of protecting personal information (organization/department, name and phone number, other contact), the identity of the person in charge of personal information protection, the purpose of collecting and using information, and matters related to the provision of information to third parties (the purpose of the information to be provided, and the contents of the information to be provided) shall be expressed or notified to withdraw their consent at any time.
⑥ The Users are eligible to request access and error correction of their personal information possessed by the Mall at any time, and the Mall is obliged to take the necessary action without delay. If the User requests correction of the error, the Mall does not use the personal information until the error is corrected.
⑦ The Mall shall limit those who process a User’s personal information for the protection of personal information to a minimum and shall be fully responsible for damages caused by the loss, theft, leakage, unauthorized third-party provision, and tampering of the User’s personal information, including credit cards, bank accounts, or etc.
⑧ The Mall or a third party that has received personal information from them shall destroy it without delay when it has achieved the purpose of collecting or receiving personal information.
⑨ The Mall does not set the consent column for the collection, use, or provision of personal information to be pre-selected. In addition, the Mall shall specify the limited Services when Users refuse to accept personal information, and shall not restrict or reject the provision of the Service, such as membership registration, on the grounds that the Users refuse to collect, use, or provide personal information other than the required items.
Article 18 (Obligations of the Mall)
① The Mall shall not act in contravention of the relevant laws and regulations, the Terms and Conditions herein, and public order and standard of decency, and shall make its best efforts to provide the Product and services in a consistent and stable manner in accordance with the provisions of the Terms and Conditions herein.
② The Mall shall establish security system for the protection of the User’s personal information (including credit information) so that the User can safely utilize the internet service.
③ The Mall shall be liable for any loss suffered by the User due to any errors with respect to the Product and services.
④ The Mall shall not dispatch advertising e-mail for profit without the User’s consent.
Article 19 (the User’s ID and Password Obligations)
① Excluding the circumstances stipulated in Article 17, the User shall be responsible for the management of his/her ID and password.
② The User shall not let a third party to use his/her ID and password.
③ Once the User becomes aware that his/her ID and password is stolen or being used by a third party, he/she shall immediately notify the Mall and follow the instructions of the Mall, if any.
Article 20 (the User Obligations) the User shall be prohibited from engaging in any of the following acts:
1. Registration of false information upon application or modification;
2. Appropriation of others’ information;
3. Change of information uploaded in the Mall;
4. Transmission or publication of information, etc. (computer program, etc.), which is other than that mandated by the Mall;
5. Violation of intellectual property of the Mall and other third party, i.e., copyright;
6. Act of damaging the reputation of the Mall and other third party or that of interfering the work; and
7. Act of disclosing or publishing obscene or violent message, video, audio or any other information in contravention of public order and standard of decency in the Mall.
Article 21 (Relationship between Connected the Malls)
① If an upper Mall and lower Mall are connected through hyperlink method (for instance: hyperlink targets include, without limitation, character, picture, and dynamic image, etc.), the former shall be referred to the Connecting Mall (website) and the latter shall be referred to as the Connected Mall (website).
② The Connecting Mall shall be regarded not to have offered any guarantee, if it provides such notification via an initial screen of the Connecting Mall or a pop-up screen at the time of connection that it shall not be held liable for any transaction of the User with respect to the Products offered exclusively by the Connected Mall.
Article 22 (Copyright Ownership and User Restriction)
① Copyright and other intellectual property right on copyrighted works of the Mall shall be vested with the Mall.
② The User shall be prohibited from using information, through copy, transmission, publication, distribution, broadcasting, or other method, whose intellectual property right is vested with the Mall and it has obtained from the use of the Mall for a profit or letting a third-party use without a prior consent of the Mall.
③ The Mall shall notify the pertinent User if it uses the copyright belonging to such User in accordance with the Terms and Conditions.
Article 23 (Dispute Resolution)
① The Mall shall establish and operate damage compensation handling body in order to reflect a legitimate opinion or complaint raised by the User and to provide compensation to such damage.
② The Mall shall quickly handle a complaint or opinion submitted by the User, provided, however, that if quick processing is not available, the User shall be immediately notified of the relevant ground and processing schedule.
③ Any dispute on electronic commerce between the Mall and the User shall be settled in an amicable and commercially reasonable manner. If an amicable solution/resolution cannot be reached within ninety (90) days of a party’s receipt of the request from the other party, or such longer period to which the parties may agree, the parties hereby agree to refer every dispute between them arising out of or in connection with the transaction mentioned hereof, to be referred to and finally resolved by arbitration administered by the Vietnam International Arbitration Centre (“VIAC”) in accordance with the Arbitration Rules of VIAC (“VIAC Rules”) being in force at the time of settlement, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be [Vietnam]. The tribunal shall consist of one (01) arbitrator whom shall be appointed by the parties.
Article 24 (Governing Law and Jurisdiction)
The laws of Vietnam shall be applicable to electronic commerce dispute between the Mall and the User.