Commerce Product Seller Agreement
Section 1: Product Listings and your use of Seller Commerce Features
We may display product or service listings shared by you or on your behalf ("Product Listings") or other content, data or information shared by you or on your behalf (together with Product Listings, "Seller Content") on the Facebook Products. Your use of Facebook Business Tools will continue to be governed by our Facebook Business Tools Terms.
Your Seller Content and use of Seller Commerce Features must comply at all times with our Commerce Policies, Commerce Eligibility Requirements, our other applicable policies and applicable law, rule or regulation. You may not offer or sell counterfeit or pirated products or services through the Seller Commerce Features. You may not use the Seller Commerce Features in connection with any activities, individuals or entities that are located in a country or region that is subject to comprehensive US sanctions law or that would otherwise violate applicable US or non-US trade sanctions laws. You are solely responsible for determining whether the Seller Commerce Features are suitable for your intended use
You may provide Seller Content through various means, including via Facebook APIs or allowing Facebook to use automated software to retrieve information from your domains and web pages or other URLs provided by you. Facebook, or any entity acting on Facebook's behalf, may access, index, cache, analyse or crawl, including through use of automated software, the domains and web pages associated with your Seller Content in connection with our Seller Commerce Features, enforcement of our Commerce Policies or both. If you provide URLs or similar content in connection with Seller Content, you grant Facebook, or any entity acting on Facebook's behalf, the right to access, index, cache, analyse or crawl the URLs and the content available through such URLs, or any portion thereof and, based on your account settings, to pull updates periodically from such URLs to create, augment or update your Seller Content.
You are solely responsible for the contents of your Seller Content (including description, price, fees, tax that you calculate, any required legal disclosures, and any offers or promotional content) and agree that such Seller Content will be true, accurate and complete.
You are responsible for displaying any sales, privacy or other terms, information or disclosures related to your Seller Content that you want to apply to your interactions with Users. Any such terms, information or disclosures do not bind us and may not conflict with these Seller Terms and our other applicable terms and policies.
You grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide licence to host, use, distribute, modify, run, copy, publicly perform, make available, display, translate and create derivative works of any Seller Content provided by you or accessed by us in connection with the Seller Commerce Features, including photos and videos, in connection with the Facebook Products. You agree that you have all necessary rights in Seller Content to grant the licence in the foregoing sentence.
We may offer to fund promotions, discounts and other incentives ("Funded Incentives") directly to Users to encourage engagement with Product Listings or Seller Content. You acknowledge that our use of Funded Incentives does not alter your obligations under these Seller Terms.
From time to time, we need to test improvements to our audiences and delivery systems, which could affect how your Seller Content is displayed or your use of Seller Commerce Features or other services. Our testing is designed to improve the effectiveness of your Product Listings and Seller Content. We reserve the right to test when we believe that it will be beneficial for Seller performance.
We may use automated retrieval and analysis of, and create test credentials to access and use, the domains and linked pages associated with your Seller Content.
Any tools that we provide in connection with Seller Commerce Features, including tools to allow you to view information about past transactions or to calculate default delivery rate, tax rate or other data, are provided as a convenience only and you use them at your sole discretion and risk. We may change the functionality of any of these tools or cease providing them at our discretion. Additional terms may apply to such Seller Commerce Features.
You are responsible for any defect or non-conformity and complying with any recall or safety alert with respect to any product related to your Product Listings. You agree to immediately remove any Product Listing upon issuance of any recall or safety alert or allegation of infringement of intellectual property rights with respect to products relating to your Product Listings.
We are not responsible for managing, paying for or fulfilling any sales or customer service or warranty service, managing returns or accommodations in connection with your use of a Seller Commerce Feature. Any guidance that we provide regarding price for products is informational only and optional.
We may allow Users to post content, including ratings and reviews, related to you or your Seller Content. You understand that automated software may be used to present more useful ratings and reviews to Users. You may not submit or cause or allow others to submit illegitimate ratings or reviews.
You may only use Service Providers in connection with the Seller Commerce Features if they act on your behalf and are bound by an agreement to protect User Data at least as much as is required under these Seller Terms. A breach of these Seller Terms by any of your Service Providers will be deemed a breach by you. "Service Providers" means anyone who directly or indirectly provides services to you or to third parties on your behalf.
You may not, in any circumstances, use the Communication Tools for marketing purposes. You may not engage in direct email marketing to Users unless the User has opted in to receiving marketing emails from you.
These Seller Terms do not create any partnership, joint venture, franchise, sales representative or agency relationship between you and Facebook or an exclusive relationship between us.
If a buyer or seller issue arises, we may resolve such issue by considering your and the buyer's performance history and the specific circumstance when we apply our policies. We reserve the right to enforce such policies at our discretion in the interest of finding an equitable solution.
Section 2 – Payments
The following terms apply if you use a Seller Commerce Feature that allows Users to initiate payments to you:
Your payments will be processed by a third-party payment processor with whom you have a direct relationship, in accordance with their terms of service, and not by us. We reserve the right to add or change payment processors from time to time. We will advise you of any new payment processors and your continued use of the Seller Commerce Features upon receipt of such notice constitutes acceptance of such addition or change as well as your acceptance of their terms of service. You acknowledge that we may share the information that you provided when you signed up to a Seller Commerce Feature that allows Users to initiate payments to you with any payment processors we select, solely for the purpose of enabling them to provide you with payment processing services to support the Seller Commerce Features that you use.
You are solely responsible for determining, collecting, withholding, reporting and remitting Applicable Taxes, duties, fees, surcharges and additional charges for sales that result from your use of a Seller Commerce Feature. For sales dispatched or delivered to Marketplace Facilitator Jurisdictions where we are required to collect and remit Applicable Taxes on your behalf, we will automatically calculate, collect and remit Applicable Taxes to the Marketplace Facilitator Jurisdictions on your behalf in accordance with applicable law. Except as provided elsewhere in these Seller Terms, any fees, commissions or other amounts payable to us are exclusive of any Applicable Taxes, and to the extent that taxes are required to be collected or withheld, you will pay such taxes in addition to the amounts otherwise payable. You are also solely responsible for all Applicable Taxes on any payments to you in connection with incentive programmes offered by us.
You must comply with our technical documentation with respect to any Seller Commerce Feature.
Section 3 – Refunds
Except as expressly provided in the Seller Policies (as applicable), you are solely liable for any refunds issued on your behalf in connection with the Seller Commerce Features. You authorise us to access, use and interact with your payment processor about the Seller Commerce Features on your behalf, including with respect to authorisations, captures, refunds, cancellations, and the execution and monitoring of activity related to the Seller Commerce Features. You also authorise us to receive data from your payment processor to allow us to determine chargeback rates and refund rates for all of your transactions.
Any refunds of transactions involving Funded Incentives will be allocated between the User and us on a pro-rata basis.
Section 4 – Country and feature-specific terms
Seller in the US
If you are a resident of or have your principal place of business in the United States, the following terms apply to your sales from Product Listings where a User initiates the payment from a Facebook Product.
All such sales are subject to our Purchase Protection Policy and Seller Policies.
Any transaction may be refunded or cancelled if we believe that it violates these Seller Terms, the Purchase Protection Policy, the Seller Policies or our Terms of Service, or if we believe that cancellation may prevent financial loss. Other actions that may be taken on your account include, as permitted by applicable law: placing a delay on a payment for a period of time, limiting payment methods for a transaction, limiting your ability to make a sale or deactivating your account.
You agree to the terms of service of the payment processors that we have selected, which are currently Stripe and PayPal. When you agree to these Seller Terms, we also accept your agreement to the terms of the payment processors on their behalf. We do not act as an agent of the payment processors in any other way.
Our Seller Policies set for our Selling Fee. We may modify or change our Seller Fee or other fees at any time at our discretion. With respect to goods, the sale of a good or goods which are delivered together are a "transaction" for the purpose of this section. The Selling Fee will be calculated based on the entire amount of the transaction (including the sale prices of goods, any delivery fees and Applicable Taxes). As set forth in our Seller Policies, you will also be charged fees for chargebacks, which will be waived upon successful representment provided that you are compliant with these Seller Terms and all applicable laws and policies.
All fees will be deducted from the payouts that the payment processor makes to your linked bank account.
All fees are exclusive of any Applicable Taxes, and to the extent that taxes are required to be collected or withheld, you will pay such taxes in addition to the amounts otherwise payable, but do not include any taxes that you may be responsible for paying based upon payments received for your Product Listings.
To the extent permitted under applicable laws and regulations, all fees are non-refundable except as provided in the Seller Policies.
You authorise the payment processors that we select to electronically debit the bank account that you provided us for chargebacks or other fees, fines, penalties, negative balances or other amounts owed to the payment processor or to us under these Seller Terms, and, if necessary, to electronically credit your account to correct erroneous debits. This authorisation will remain in effect while you have onsite Facebook checkout associated with your Page. If you delete your Facebook Page Shop or Shop tab or your Facebook account, the authorisation will remain in effect for another 60 days before expiring. If you operate in a business capacity, you represent and warrant to us that the bank account that you provided is a business deposit account and that such account is not used for any personal, family or household purposes. You understand and agree that the initiation and transmission of each debit and credit will be subject to, and made in accordance with, applicable law and the operating rules of the relevant bank clearing system.
If a debit authorised under this Section fails, we may take additional steps to collect past due amounts. You will pay all expenses associated with such collection.
Sellers in Thailand
If you are a resident of or have your principal place of business in Thailand and you use a Seller Commerce Feature, then the following terms apply to your sales from Product Listings where a User initiates the payment from a Facebook Product.
All such sales are subject to our Purchase Protection Policy.
Any transaction may be refunded or cancelled if we believe that it violates these Seller Terms, the Purchase Protection Policy or our Terms of Service, or if we believe that cancellation may prevent financial loss. Other actions that may be taken on your account include, as permitted by applicable law: placing a delay on a payment for a period of time, limiting payment methods for a transaction, limiting your ability to make a sale or deactivating your account.
You agree to the terms of service of the payment processor that we have selected, which is currently Kasikorn Global Payment.
To allow the payment processor that we have selected to assess your application to use their services and monitor your use of their services on an ongoing basis, we may share some information about your use of Facebook Products for commerce activity with the payment processor.
Sellers in Brazil
If you are a resident of or have your principal place of business in Brazil and you use a Seller Commerce Feature, then the following terms apply to your sales where a User initiates the payment from a Facebook Product.
You agree to the terms of service of the payment processor that we have selected, which is currently Cielo S.A.
As set forth in our Seller Policies, Cielo charges a fee per transaction ("Selling Fee"), which may be updated from time to time. The Selling Fee will be calculated based on the entire amount of the transaction (including sale prices and Applicable Taxes). All fees will be deducted from the payouts to your linked bank account or linked payment instrument. All fees are exclusive of any Applicable Taxes, and to the extent that taxes are required to be collected or withheld, you will pay such taxes in addition to the amounts otherwise payable, but do not include any taxes that you may be responsible for paying based upon payments received for your sales. All fees are non-refundable.
Sellers in Europe
If you are a business established in the European Union or the United Kingdom and use a Seller Commerce Feature (including Marketplace, Shops and Instagram Shopping) to sell products to consumers located in the European Union or the United Kingdom, you can learn more about your commercial relationship with us by reviewing the Platform to Business Notice. The Platform to Business Notice supplements these Seller Terms.
Sellers who receive tokenised payment credentials
If you use a Seller Commerce Feature where a User initiates the payment from a Facebook Product and you receive tokenised payment credentials for each transaction, then the following terms apply.
You may only use those tokenised payment credentials for the transaction for which you received them.
For transactions completed with these tokenised payment credentials, the consumer maintains all rights under applicable law and network rules with respect to chargebacks and other disputes related to those transactions. In the event of a dispute, (i) our token solution provider ("TSP") has the right to initiate a chargeback; and (ii) you have the same rights and responsibilities with respect to a chargeback initiated by the TSP as you would with respect to any other chargeback.
Sellers who use tools to calculate taxes
The following terms also apply to any tool that we provide that allows you to calculate tax rates ("Tax Calculation Tool"):
We provide no representation, warranty, guarantee or advice, and we disclaim any responsibility to verify the following: (a) the accuracy of the tax rules or methodology in the Tax Calculation Tool, (b) the application of taxes to your products or of the tax jurisdiction assignment functionality tax rates of applicable taxes, including but not limited to sales and use tax, goods and services tax (GST), value-added tax (VAT) and other applicable taxes ("Applicable Taxes"), and (c) whether or not the amounts that we collect on your behalf satisfy your obligations to collect Applicable Taxes. You are responsible for reviewing and determining the correct calculation settings, including your obligation to collect Applicable Taxes, tax nexus, product tax code assignments and all related information for your products. The calculation of Applicable Taxes is based on your calculation settings and information that you provide to Facebook for the jurisdictions where you have an obligation to calculate, collect and remit Applicable Taxes.
Except for sales dispatched or delivered to jurisdictions where we are required to collect and remit Applicable Taxes on your behalf ("Marketplace Facilitator Jurisdictions"), any amounts collected and remitted using the Tax Calculation Tool will be remitted to you.
The Tax Calculation Tool is limited to the calculation of Applicable Taxes and does not calculate or collect any product-based excise taxes or any fees or surcharges. The Tax Calculation Tool calculates tax based on the entire amount of the transaction (including sale price, delivery fees and any other charges subject to tax).
You must maintain documentation of all relevant tax information, including records of paying all taxes to the appropriate tax authorities. You represent that the tax registration number and all other information that you provide to us are accurate and current, and you will immediately update any such information in case of changes. We reserve the right to confirm the validity of your seller account information (including your tax registration number) and request additional information from you or government authorities as permitted by law. You agree to provide information to us upon request in the time prescribed.
Except as otherwise provided in these Seller Terms, you agree that we are not obligated to determine whether taxes apply, and we are not responsible to collect, report or remit any taxes arising from any transaction. If a taxation authority requires us to pay any of your taxes, you will promptly reimburse us for the amounts paid on your behalf or resulting from your sales in the jurisdiction.