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 Pearl Abyss Store
(hereinafter as the Mall) operated by Guru Company.
※「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 Guru Company 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.