Merchants (hereinafter "seller" or "you") enrolled in the nextwidgets sellers program (hereinafter “program”) are bound by the terms and conditions set forth in this agreement ("agreement"). Nextwidgets was developed and is operated by alensa ag (hereinafter "alensa" or “we”), which reserves the right to terminate the agreement from any seller that violates this agreement.
The parties hereto, in consideration of the mutual obligations set forth hereinafter and intending to be legally bound, hereby agree as follows:

1.General

• 1.1)  Seller represents and warrants that: (a) you are incorporated, duly organized, validly existing and in good standing under the laws of your country; (b) all the details entered by you in the nextwidgets registration form are correct; (c) you have all requisite right, power and authority to enter into this agreement and perform your obligations and grant the rights, licenses and authorizations you grant hereunder; and (d) you and all of your subcontractors, agents and suppliers will comply with all applicable laws in your performance of your obligations and exercise of your rights under this agreement.
• 1.2)  You and we are independent contractors, and nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section. This agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this agreement.
• 1.3)  Alensa grants seller a non-exclusive license to use the program according to the terms and conditions in this agreement. Alensa provides access for the seller to use the program for the duration of this agreement.
• 1.4)  Nextwidgets is a platform that allows seller’s to retail their products over a widget format which can be defined as a portable e-commerce shop. The program allows the seller to offer and sell its products directly to final customers through alensa’s network of affiliate websites.
• 1.5)  Transactions made over nextwidgets are between the final customer and the seller. Final customers pay the seller directly according to the available payment options the seller has chosen.
• 1.6)  The seller defines which countries they wish to sell to and defines themselves the delivery charges and any additional payment option expenses.

2. Products & product information

• 2.1)  Seller will provide in excel or xml format accurate and complete product information for each product to be listed for sale through nextwidgets. Seller will update such information as necessary to ensure it is always accurate and complete. You will also ensure that your products (including packaging) and your offer and subsequent sale of any of the same comply with all applicable laws (including all marking and labeling requirements).
  
• 2.2 )  Seller will not place for sale any products that fall within the following categories: (a) alcoholic beverages; (b) cigars, cigarettes, or other tobacco products; (c) guns intended to provide lethal force (and related gun parts, kits and ammunition), mace, black powder and other explosives; (d) any drug, vitamin, herbal product or similar substance that must be sold by a licensed pharmacist unless you as the seller are a pharmacy; (e) any product that contains ingredients regulated under applicable law; (f) 'sex and sensuality' products; (g) loose gemstone products; (h) any jewelry (including watch) product for which you either are not an "authorized reseller" (as designated by the product's manufacturer or distributor), or do not provide to customers the manufacturer's standard warranty therefor; (i) products containing human growth hormone; and (j) any other types of products that in our discretion are not supported for sale through nextwidgets.
  
• 2.4)   Product descriptions and pictures may not contain any sexually explicit, defamatory or obscene materials. You may not include urls in the product description that would take the final customer outside of the widget.
  
• 2.5)   Seller takes the responsibility that the products it places on nextwidgets are authorized by respective national agencies for sale in the country and/or in the destination country should the sale be across borders. In case of products for human consumption such as nutritional or medicinal products, seller is solely responsible  to describe the products according to national regulations including, but not only, ingredients, side-effects, interactions and similar as well as to conform to national regulations on marketing medicinal products.
  
• 2.6)   Seller will be responsible for inserting pictures for each product into the program. Seller will also check that all products are assigned to the correct categories.
  
• 2.7)   Seller indemnifies alensa against any infringement of third party intellectual rights through the data or pictures it inputs i.e. seller will not copy text or pictures from third party websites, including manufacturer’s websites, without authorization.

3. Order processing

• 3.1)   Alensa provides the seller with a secure administration website where seller can see information on each sale of your products made over nextwidgets. The seller is solely responsible for frequently checking the administration panel to see customer orders. Seller may not leave orders un-processed in the system for more than 24 hours. In case the order cannot be shipped right away, the seller must click the postpone button in the order processing screen of the administration panel. Postponed orders must be processed immediately as soon as the reason they were postponed for is resolved.
• 3.2)  Seller is responsible for all issues related to packing and delivery of the product to the final customer. Seller is also responsible in case of non-delivery, misdelivery, theft or other mistake or act in connection with the fulfillment and delivery of orders, except to the extent caused by alensa failure to make available to you order information as it was received by us.
  
• 3.2)  Seller must ensure timely delivery of products to final customers and will ensure that products it places on nextwidgets are available in stock and will remove products which are regularly out-of-stock because of which delivery delays occur.
  
• 3.4)  Seller will pack the products in appropriate packaging and will issue the final customer in each sale either with a printed fiscal receipt (not generated by program) or will use the program generated invoice. In case seller requires some design modification to the program generated invoice, please contact us at support@nextwidgets.com
  
• 3.5)  Seller must use the online administration system to define whether it will accept to sell products also outside its home country. For each country that it accepts to sell to, it must define the shipment costs. Selling outside of local country means that sales price will not include vat.
  
• 3.6)  Once the seller has checked the incoming order and agrees to the order, seller must click on the confirm order button in the order processing screen of the administration panel. Once this button is clicked, nextwidgets will count this as a processed order and will charge the seller the sales comission.
  
• 3.7)  In case alensa is informed by a final customer that seller sent them the wrong package or sent them products who’s sell-by-date had expired, alensa reserves the right to immediately suspend the seller’s account and following an investigation, terminate this agreement if required.

4. Prices

• 4.1)  Seller will place products onto the program at competitive market prices. Product prices are always inserted into the system in your local currency. Alensa will immediately refuse seller access to the program in case it deems a seller’s prices unreasonably high above average market prices.
  
• 4.2)  Seller must take into consideration that prices when selling domestically include vat and when selling to foreign countries are without vat.

5. Customer service

• 5.1)  Seller will make available competent and qualified personnel to answer customers questions in connection with product orders and complaints free of charge by telephone, skype/messenger and e-mail.
  
• 5.2)  Seller will not sell/dispense products whose shelf life has less than 20% remaining on its expiry date
  
• 5.3)  Orders which seller receives over the customer support centre as identified through nextwidgets, including by telephone, live-chat or e-mail must be input into the program immediately through the administration panel.
  
• 5.4)  Alensa is in no way responsible for customer service issues between the seller and the final customer.

6. Payment processing

• 6.1)  The seller must choose the payment options that it wishes to accept. The available options are :
  - cash payment on delivery – usually done through post or courier service
  - credit card
  - paypal
  - invoice – 30 day credit term to the final customer
  - cash on pickup – this is for in-store pickup
  seller is solely responsible for collecting the payment from the final customer according to the payment method selected.
  
• 6.2)  In case seller chooses to receive payment by credit card, seller must be in possession of a credit card processing facility with which they can manually book the final customers credit card details that nextwidgets will transmit to seller. Seller is solely responsible for all issues related to processing a credit card order including credit card processing fee’s and charge-backs.
  
• 6.3)  In case seller chooses to receive payment by paypal, seller must have a paypal merchant account in their name. Nextwidgets will transmit the final customers paypal address to the seller, at which point the seller must log into their paypal account and request payment from the final customer. Seller must bear the paypal money transfer fee.
  
• 6.4)  Nextwidgets suggests that seller does not click on “confirm order” in the order processing screen until seller has received confirmed payment over credit card or paypal
  
• 6.5)  Seller is free to define any applicable payment processing charges through the administration panel.

7. Fee’s

• 7.1)  Seller will pay to alensa a fee equal to 12% on the net order sales value which excludes value of vat and transport and payment processing charges.
  
• 7.2)  In case orders are cancelled or returned, alensa will not charge a fee on such orders.
  
• 7.3)  Alensa will issue an invoice to the seller on a monthly basis for the fee that is owed to alensa. Seller shall pay alensa within 30 days via bank transfer.

8. Trademarks

• 8.1)  Seller must seek approval for all marketing or promotional activity where it wishes to use the alensa or nextwidgets trademark logo or name. Alensa has the right to use the seller’s name and logo in merchant member lists in online, print or other media.
  
• 8.2)  Seller is responsible for obtaining all required image/logo rights from product manufacturers/rights owners for any images it wishes to have placed on the program.

9. Indemnity

• 9.1)  Seller will ensure and takes all responsibility for the final customers safety with respect to the products and their use as per national and international health regulations & norms.
  
• 9.2)  Seller indemnifies alensa against any mistakes that seller staff make during the order fulfilling process or any other breach of seller regulations.
  
• 9.3)  Seller indemnifies alensa against any product claims for products that it has sold through the program.
  
• 9.4)  In case of complaints or claims by customers, which are caused by seller, are directed at alensa, then seller will take over the handling of such complaints or claims, with consultation from alensa, until they are resolved. Any resulting material damages will be borne by seller.

10. Parity with other sales channels

• Seller will maintain parity between the products offered on nextwidgets and the same products offered on other sales channels by ensuring that (a) the purchase price and every other term of offer and/or sale of your product (including associated shipping and handling charges, shipment information, any free or discounted products or other benefit available as a result of purchasing one or more other products, and terms of applicable return and refund policies) is at least as favorable to nextwidgets users as the most favorable terms upon which a product is offered and/or sold via seller’s other sales channels; (b) customer service for nextwidgets users is at least as responsive and available and offers at least the same level of support as the most favorable customer services offered in connection with any of seller’s other sales channels; and (c) the content, product information and other information regarding your products is of at least the same level of quality as the highest quality information displayed or used in seller’s other sales channels. If you become aware of any non-compliance with (a) above, you will promptly compensate adversely affected customers by making appropriate refunds to them.

11. Limitation of liability

• Alensa will not be liable (whether in contract, warranty, tort (including negligence, product liability or other theory) or otherwise) to you or any other person for cost of cover, recovery or recoupment of any investment made by you or your affiliates in connection with this agreement, or for any loss of profit, revenue, business, or data or punitive or consequential damages arising out of or relating to this agreement, even if alensa has been advised of the possibility of such costs or damages. Further, our aggregate liability arising out of or in connection with this agreement or the transactions contemplated will not exceed at any time the total amounts during the prior six month period paid by you to alensa in connection with the particular service giving rise to the claim.

12. Taxes

• As between the parties, you will be responsible for the collection and payment of any and all applicable taxes. You agree that alensa is not obligated to determine whether taxes apply, and alensa is not responsible to collect, report or remit any taxes arising from any transaction.

13. Confidentiality

• During the course of your use of the services, you may receive information relating to alensa and our nextwidgets program that is confidential ("confidential information"). You agree that: (a) all confidential information will remain alensa's exclusive property; (b) you will use confidential information only as is reasonably necessary for your participation in the program; (c) you will not otherwise disclose confidential information to any individual, company, or other third party, and (d) you will take all reasonable measures to protect the confidential information against any use or disclosure that is not expressly permitted in this agreement. You may not issue any press release or make any public statement related to the program, or use our name, trademarks or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.

14. Indemnification

• You release us and agree to indemnify, defend and hold harmless us (and our officers, directors, employees, and agents) against any claim, loss, damage, settlement, cost, expense or other liability (including, without limitation, attorneys' fees) (each, a "claim") arising from or related to: (a) your actual or alleged breach of any obligations in this agreement; (b) any sales channels owned or operated by you, your products (including the offer, sale, fulfillment, refund, or return thereof), any actual or alleged infringement of any intellectual property rights by any of the foregoing, and any personal injury, death or property damage related thereto; or (c) payment of taxes. You will use legal counsel reasonably satisfactory to us to defend each indemnified claim. If at any time we reasonably determine that any indemnified claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a claim without our prior written consent, which may not be unreasonably withheld.

15. Disclaimer

• Nextwidgets and the services, including all content, software, functions, materials and information made available or provided in connection with the program, are provided "as-is." as a seller, you use nextwidgets site and program at your own risk. To the fullest extent permissible by law, we and our affiliates waive and disclaim: (1) any representations or warranties regarding this agreement, the services or the transactions contemplated hereby, including any implied warranties of merchantability, fitness for a particular purpose or non-infringement; (2) implied warranties arising out of course of dealing, course of performance or usage of trade; and (3) any obligation, liability, right, claim or remedy in tort, whether or not arising from our negligence. We do not warrant that the functions contained in the nextwidgets site or widgets will meet your requirements or be available, timely, secure, uninterrupted or error free, and we will not be liable for any service interruptions, including, but not limited to system failures or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of any transactions.
  B. Alensa is not involved in the transactions between final customers and sellers or other participant dealings, if a dispute arises between one or more participants, each of you release alensa (and its agents and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes

16. Term

• The term of this agreement will start on the date of your completed registration for the program and continue until terminated by us or you as provided below (the "term"). Alensa may terminate or suspend this agreement immediately by notice to you for any reason at any time. Following a period of ninety (90) days from the date of your registration, seller may terminate this agreement for any reason at any time by sending an e-mail addressed to support@nextwidgets.com. 

17. Governing law.  Settlement of disputes

• 17.1)  The parties shall attempt to settle any dispute in an amicable way.
  
• 17.2)  Should such attempts fail within 2 months, then the parties hereby agree to submit said dispute to the jurisdiction of the arbitration court of the international chamber of commerce (icc). Such arbitration shall be held in zurich, switzerland. The english language shall be used.
  
• 17.3)  Each party shall appoint one arbitrator and these arbitrators shall agree upon and appoint another arbitrator which will be the president of the arbitration court. In case that no agreement over the president can be reached, the selection shall be made by the president of the icc in accordance with its arbitration rules, upon request of the most diligent party.
  
• 17.4)  The contractual parties agree that the swiss material law is applicable to this agreement. The law governing the validity of the arbitral agreement, shall be swiss material law.
  
• 17.5)  The decision of the arbitration court shall be final and binding for all parties. Referring the case to courts is excluded for this agreement.