Cross-Border E-Commerce Platform Merchant Onboarding Agreement

HONG KONG CHUANGKE TECHNOLOGY LIMITED (www.mongoyia.com)

I. Merchant Onboarding Conditions and Review Standards

1.1 Basic Onboarding Requirements

To apply for onboarding, the Merchant (Party B) must meet the following conditions simultaneously:

Legal Entity Qualification
- Must be a legally registered corporate entity (including enterprises from Hong Kong, Macao, Taiwan, and overseas), holding a valid business license (overseas enterprises must provide notarized registration documents).
Cross-Border Trade Qualifications
- If Party B is a company based in mainland China, it must possess the People’s Republic of China Import and Export Operating License, or appoint a customs broker designated by the Platform to handle customs clearance procedures.
- Must provide a copy of the Customs Declaration Unit Registration Certificate, or a customs agency authorization letter recognized by the Platform.
- For special product categories (e.g., food, cosmetics, medical devices), compliance with laws and regulations of the destination country/region is required (e.g., EU GDPR, U.S. FDA, Japan MHLW standards), along with relevant certifications (e.g., CE Marking for EU, FDA registration for U.S.).
Logistics Capability
- Must have signed a cooperation agreement with international logistics service providers designated by the Platform (e.g., DHL, FedEx, J&T International).
- Must ensure trackable logistics with delivery times meeting Platform requirements (e.g., 7–15 business days to major global markets).
Payment Capability
- Must use the Platform’s cross-border payment services (supporting settlement in over 10 currencies including USD, EUR, JPY), or provide a third-party cross-border payment license approved by the Platform.
Credit Requirements
- No major legal violations in the past 3 years (e.g., customs blacklisting, tax non-compliance).
- Not listed on any national or international restricted lists (e.g., U.S. Entity List).

1.2 Onboarding Review Process

(1) Document Submission

Party B must submit the following documents via the Platform’s backend (electronic copies must bear official seals or signatures):

Business license or registration certificate (notarized for overseas enterprises)
Copy of legal representative’s ID card or passport
Cross-border trade qualification documents (e.g., import/export license, customs registration)
Special product certifications (e.g., CE, FDA registration)
Logistics cooperation agreement (with Platform-designated provider)
Store name, description, business category, brand authorization letter (if applicable)

(2) Review Timeline

The Platform will complete preliminary review within 10 working days of receiving all documents.
If additional materials are required, the review period will be extended accordingly.
For high-risk categories (e.g., luxury goods, pharmaceuticals), an on-site inspection may be conducted.
Upon successful review, the Platform will issue an Onboarding Notification Letter.

(3) Result Notification

Approved: Party B must complete store setup and product listing within 5 working days.
Rejected: The Platform will provide a written explanation (e.g., incomplete qualifications, false documents). Party B may reapply after rectification.

II. Rights and Obligations of Both Parties

2.1 Rights and Obligations of the Platform (Party A)

(1) Platform Services Provided

Core Cross-Border Services:
- Multilingual product display (supports English, Japanese, German, French, and 8 other languages)
- International payment settlement (PayPal, credit cards, local e-wallets)
- Customs clearance (integrated with Chinese and destination country customs systems)
- Real-time international logistics tracking
- Data analytics reports (sales, traffic, user behavior)
Value-Added Services:
- Cross-border tax consulting (e.g., destination country tariffs, VAT calculation)
- Brand promotion (featured placement on homepage, social media traffic acquisition)
- Multilingual customer support (handling consumer inquiries and complaints)

(2) Supervision and Penalties

The Platform reserves the right to conduct regular or ad hoc inspections of Party B’s products and store operations (e.g., product authenticity, pricing compliance, delivery timeliness).
If Party B violates this Agreement or Platform rules, the Platform may take the following actions:
- Verbal or written warning
- Product delisting or store traffic reduction
- Deduction of deposit (see Section IV)
- Temporary suspension of store operations (e.g., for serious IP infringement or false advertising)
- Termination of this Agreement (e.g., repeated violations, sale of counterfeit goods, smuggling)

(3) Consumer Rights Protection

If consumers suffer losses due to Party B’s products or services (e.g., quality issues, delayed delivery), the Platform has the right to make advance compensation (deducted from Party B’s deposit or receivables), and subsequently seek reimbursement from Party B.

2.2 Rights and Obligations of the Merchant (Party B)

(1) Store Operation Compliance

Must comply with laws and regulations of China and the destination country/region (e.g., E-Commerce Law of the PRC, EU GDPR, U.S. FTC Act).
Must provide true, accurate, and complete product information, including:
- Product name, description, images, price (with currency specified, e.g., USD)
- Origin, ingredients, specifications — all must match the actual product
- No false or misleading advertising (e.g., exaggerated claims, forged certifications)
Pricing Compliance:
- No price fraud (e.g., false pricing, fictitious original prices)
- No price gouging (e.g., inflating prices of essential goods during emergencies)
- Must clearly disclose destination country tariffs and VAT (e.g., EU VAT)

(2) Logistics and Customs Obligations

Must use Platform-designated international logistics providers.
Delivery timelines must be met:
- North America: 7–10 business days
- Europe: 5–8 business days
Must cooperate with customs clearance:
- Provide accurate HS codes and declared values (must match actual selling prices)
- No undervaluation or concealment (e.g., declaring luxury goods as ordinary items)

(3) Consumer Service

Must provide multilingual customer support (at least English), responding promptly to inquiries and complaints (e.g., returns, logistics issues).
Must comply with return policy:
- Offer 7-day no-reason return/exchange (except for special categories like food, pharmaceuticals)
- Return shipping costs borne by Party B (unless due to product quality issues)
If a product has quality defects, Party B must assume liability for compensation (e.g., medical expenses, lost wages if consumer is harmed).

III. Special Product and Intellectual Property (IP) Regulations

3.1 Qualification Requirements for Special Products

Product Type	Required Certifications	Destination Country Requirements
Food	Food Production License (China), EU Food Contact Materials Regulation (EC 1935/2004)	Must meet food safety standards (e.g., U.S. FDA, Japan MHLW)
Cosmetics	Cosmetics Production License (China), EU CPNP Registration	Full ingredient labeling required (e.g., EU), prohibited substance checks
Medical Devices	Medical Device Registration (China), U.S. FDA 510(k) Clearance	Must comply with device classification (e.g., EU Class I/II/III)
Publications	Publishing Operation License (China), CE Marking (for digital publications)	Must pass content review (e.g., Nazi-related content banned in Germany)

3.2 Intellectual Property (IP) Protection and Enforcement

(1) Types of Infringement

Includes, but is not limited to:

Trademark Infringement: Unauthorized use of trademarks (e.g., Nike, Adidas)
Patent Infringement: Unauthorized use of patented technologies (e.g., battery design)
Copyright Infringement: Unauthorized use of images, text, or creative works (e.g., photographer’s artwork)
Design Patent Infringement: Unauthorized copying of product appearance (e.g., phone case design)

(2) Monitoring and Enforcement

The Platform uses a big data system (e.g., trademark database matching, image recognition) to automatically detect infringing products.
Consumer complaints (via “Report” function) will be processed within 3 working days.
If infringement is confirmed:
- Party B must immediately delist the product and remove infringing content
- The Platform may deduct 10%–30% of the infringing product’s sales revenue from the deposit
- If Party B commits three or more IP violations within 12 months, the Platform may:
  - Terminate this Agreement
  - Disclose Party B’s information to rights holders (to assist in legal action)

IV. Fees and Settlement

4.1 Fee Structure

(1) Platform Service Fees

Base Service Fee: USD 500/month (billed quarterly)
Commission: 5%–15% per transaction (varies by category, e.g., 5% for apparel, 15% for electronics)
Value-Added Service Fees: e.g., brand promotion, tax consulting — pricing to be negotiated separately

(2) Deposit

Amount: USD 10,000–50,000 (based on risk level: e.g., USD 50,000 for luxury goods, USD 10,000 for daily goods)
Purpose: Covers consumer compensation, Platform penalties, or losses from Party B’s breaches
Refund: After contract termination, if no outstanding fees or unresolved complaints exist, the deposit will be fully refunded within 30 working days (interest-free)

4.2 Settlement Process

(1) Settlement Cycle

Monthly settlement: Funds for the previous month are processed between the 1st and 5th of each month
(e.g., December sales settled between January 1–5)

(2) Settlement Method

Funds will be transferred to Party B’s designated cross-border bank account (supports USD, EUR, CNY, etc.)

(3) Deductions

Each settlement will deduct:

Platform service fees (base fee + commission)
Deposit deductions (if applicable)
Consumer compensation (if applicable)
Cross-border payment processing fees (e.g., PayPal: 2.9% + $0.30 per transaction)

V. Agreement Term and Termination

5.1 Agreement Duration

This Agreement takes effect upon signing/sealing by both parties and remains valid for 1 year.
Either party may negotiate renewal 30 days before expiration.
If no renewal is agreed upon, the Agreement will automatically terminate.

5.2 Termination Conditions

(1) Natural Expiration

The Agreement terminates automatically if not renewed upon expiration.

(2) Early Termination

Party B may terminate early if:
- The Platform fails to deliver agreed services (e.g., server outage lasting over 72 hours)
- The Platform deducts fees without justification (e.g., not in accordance with the Fee Schedule)
Platform may terminate early if:
- Party B violates this Agreement (e.g., selling counterfeit goods, smuggling, repeated IP infringement)
- Party B undergoes bankruptcy or liquidation
- Party B is added to a restricted list (e.g., U.S. Entity List)
Mutual Agreement: Both parties may jointly agree to terminate early.

5.3 Post-Termination Obligations

Party B must:
- Close the store and delist all products within 15 working days
- Complete all outstanding settlements
The Platform must:
- Refund the deposit (if applicable) within 30 working days
Both parties must continue to honor confidentiality obligations (see Section VI) after termination.

VI. Confidentiality and Dispute Resolution

6.1 Confidentiality Clause

Both parties must keep confidential all information related to this Agreement, including:
- User data, sales data, Platform rules, and Party B’s business secrets
Disclosure is only permitted if required by law or with prior written consent.
This clause remains effective for 2 years after the Agreement ends.

6.2 Dispute Resolution

This Agreement is governed by Hong Kong law (excluding conflict of law principles).
Any dispute arising from this Agreement shall first be resolved through friendly negotiation.
If negotiation fails, the dispute shall be submitted to the Hong Kong International Arbitration Centre (HKIAC) for arbitration.
- The arbitration award is final and binding on both parties.

VII. Miscellaneous Provisions

Amendment of Agreement:
- Any modification must be agreed upon in writing by both parties and take effect via a written supplementary agreement (with equal legal force).
通知送达：
- All notices must be in writing (email or courier) to the addresses/contact details specified in this Agreement.
- Any change in contact information must be notified 30 days in advance.
Force Majeure:
- Neither party shall be liable for failure to perform due to force majeure events (e.g., war, natural disasters, government embargoes), provided that the affected party promptly notifies the other.