Seller Agreement

1. Introduction and acceptance#

1.1 This Seller Agreement ("Agreement") governs the relationship between the entity identified in Schedule A ("Fawran", "we", "us", "our") and any business that registers to list or sell products or services on the Fawran marketplace ("Seller", "you", "your"). It is the master contract for selling on the Fawran websites, applications, seller portal, and related services (the "Platform").

1.2 By registering as a Seller, accepting this Agreement electronically, listing an Item, or transacting on the Platform, you agree to be bound by this Agreement and by all Seller Policies incorporated into it by reference, including the Seller Code of Conduct, Product Listing Policy, Prohibited & Restricted Products Policy, Seller Returns & Refund Responsibilities, Seller Warranty Policy, Commission & Fee Policy — MARKET & FBS, Commission & Fee Policy — FBF, Payout Policy, and Shipping & Fulfillment Policy (together, the "Seller Policies").

1.3 This Agreement is a binding electronic contract concluded under the Electronic Transactions Law No. 15 of 2015. Your electronic acceptance has the same legal effect as a handwritten signature. If you act on behalf of a company, you represent that you are authorised to bind it.

1.4 If you do not agree, you must not register as, or operate as, a Seller.

2. Definitions#

In this Agreement, unless the context requires otherwise, defined terms have the meaning given here or in the Seller Policies, and the following apply:

• "Buyer" means a customer who purchases or seeks to purchase an Item on the Platform.
• "Captain" means a delivery agent performing last-mile delivery and related logistics.
• "FBF" (Fulfilled by Fawran) means the model under which the Seller's inventory is received into and stored at Fawran or Fawran-operated warehouses and Fawran performs storage, pick, pack, dispatch, and the operational side of returns.
• "FBS" (Fulfilled by Seller) means the model under which the Seller stores and ships its own inventory, with Fawran providing the marketplace and, where applicable, last-mile delivery.
• "MARKET" means the marketplace listing model served from the Seller's own or virtual supply.
• "Fees" means the amounts payable by the Seller as set out in the Commission & Fee Policies and other Seller Policies.
• "Item" means any product or service the Seller lists or sells on the Platform.
• "Listing" means a Seller's product detail page and associated content and data.
• "Order" means a Buyer's purchase of one or more Items.
• "Proceeds" means amounts collected from Buyers for the Seller's Items, before deduction of Fees, refunds, chargebacks, and other amounts under this Agreement.
• "Seller Portal" means the seller-facing interface and tools provided by Fawran.
• "Seller Policies" has the meaning in clause 1.2.
• "Tax" means any applicable tax, duty, or governmental charge, including General Sales Tax and income tax.

3. Scope and the parties' roles#

3.1 Fawran operates a marketplace that enables Sellers to offer Items to Buyers, and provides related logistics, fulfilment, payment-facilitation, and support services. Fawran may also sell as principal; that activity is outside this Agreement.

3.2 The Seller is the seller of record for its Items. The contract of sale for an Item is concluded between the Seller and the Buyer. Fawran acts as an intermediary platform and, where applicable, as a fulfilment and payment-collection service provider. Fawran is not a party to the sale contract and does not assume the Seller's obligations as seller, except where it expressly does so in writing or where mandatory law requires.

3.3 Nothing in this Agreement creates a partnership, agency (beyond the limited collection and fulfilment agency expressly described and the claims-management authorisation set out in clause 6.4), employment, or joint venture between the parties. Neither party may bind the other except as expressly provided.

4. Seller eligibility, registration, and verification#

4.1 To register, the Seller must be a duly established business with the legal capacity and all licences, registrations, and permits required under Jordanian law to sell its Items, including a valid commercial registration and tax registration where applicable.

4.2 The Seller must provide accurate, complete, and current registration information, including legal name, commercial registration, tax identification, beneficial-ownership and authorised-signatory details, bank/payout details, and contact information, and must keep them updated.

4.3 The Seller authorises Fawran to verify its identity and business (KYC/KYB), to screen against sanctions and fraud databases, and to require supporting documentation at onboarding and at any time thereafter. Fawran may refuse, suspend, or condition access where verification is not satisfactorily completed or where required by law.

4.4 Each Seller account is for the registered Seller only. The Seller is responsible for safeguarding its credentials and for all activity under its account, and must promptly report any unauthorised use.

4.5 Beneficial owners. The Seller must disclose each natural person who ultimately owns or controls the Seller at or above the disclosure threshold published in the Seller Portal (that threshold is 25% of ownership or voting rights unless the Seller Portal states otherwise), together with any natural person who otherwise exercises control. Declared ownership percentages must be accurate and must not exceed 100% in aggregate. The Seller must notify Fawran of a change in its beneficial ownership or in its authorised signatory without undue delay.

4.6 Currency of registration documents. The Seller must keep the documents supporting its registration valid and current, including its commercial registration and any licence or permit that carries an expiry or renewal date. Where a document expires, the Seller must upload a current replacement. Fawran may notify the Seller in advance of a recorded expiry date, and may refuse, restrict, or condition access under clauses 4.3 and 19.3 where a required document has lapsed and has not been replaced within the period stated in the Seller Portal. Fawran may also require periodic re-verification at an interval published in the Seller Portal, and may treat a verification as expired where re-verification is not completed.

4.7 One business, one identity. A single legal entity may operate more than one store on the Platform where Fawran permits it. In that case the stores are linked to the same registered business identity, and the Seller acknowledges that: this Agreement and the Seller Policies apply to each store; performance, compliance, and enforcement measures taken in respect of one store may be taken into account in respect of the others; and amounts owed by one store may be set off against amounts payable to another under the Payout Policy. Registering the same commercial registration, tax number, or identity document under separate accounts in order to evade a restriction, a suspension, a performance measure, or a liability is a breach of this Agreement and of the Seller Code of Conduct. Fawran may link, review, restrict, or refuse accounts on that basis.

5. Seller obligations#

5.1 The Seller shall: (a) list and sell only Items it is lawfully entitled to sell, that comply with the Product Listing Policy and the Prohibited & Restricted Products Policy, and that are genuine, safe, and accurately described; (b) hold and maintain all licences, approvals, and registrations required for its Items, including product-safety, regulatory, and import approvals; (c) maintain sufficient inventory to fulfil Orders for in-stock Listings, keep availability and pricing accurate, and promptly remove Listings it can no longer fulfil; (d) fulfil Orders, or enable fulfilment, within the timeframes and standards in the Shipping & Fulfillment Policy and applicable performance standards; (e) honour the Seller Returns & Refund Responsibilities and the Seller Warranty Policy, and cooperate with Fawran's buyer-protection processes; (f) provide accurate Tax treatment, issue invoices required by law, and meet its Tax obligations; (g) respond to Buyer and Fawran communications and to disputes within the required timeframes; (h) comply with all applicable laws, the Seller Code of Conduct, and all Seller Policies; and (i) not engage in any conduct that harms Buyers, other sellers, Captains, the Platform, or the integrity of the marketplace.

5.2 The Seller is solely responsible for its Items and Listings, including their legality, safety, quality, conformity, descriptions, pricing, and the consequences of selling them.

6. Fulfilment models#

6.1 The Seller may operate under the MARKET, FBS, and/or FBF models as enabled for its account. Each model is subject to this Agreement, the Shipping & Fulfillment Policy, and the applicable Commission & Fee Policy.

6.2 MARKET / FBS. The Seller stores and ships, or arranges shipping of, its own Items, and is responsible for packaging, dispatch timeliness, condition on hand-over, and compliance, in accordance with the Shipping & Fulfillment Policy and Commission & Fee Policy — MARKET & FBS.

6.3 FBF. Where the Seller uses FBF, it delivers inventory into Fawran's warehouses in accordance with inbound requirements; Fawran stores and fulfils eligible Items and handles the operational side of returns, subject to the Shipping & Fulfillment Policy and Commission & Fee Policy — FBF. Title to FBF inventory remains with the Seller; Fawran holds it as a bailee for the purposes of storage and fulfilment, and is liable for loss of, or damage to, stored inventory occurring while it is in Fawran's custody on the basis set out in clause 6.5 of this Agreement and in Part 15 of the Commission & Fee Policy — FBF.

6.4 Products covered by Fawran protection, and claims-management authorisation#

6.4.1 Definition. "Products Covered by Fawran Protection" means every Item that enters the Fawran logistics chain, and includes: Sellers' inventory in Fawran's warehouses or in the warehouses of its logistics provider; MARKET and FBS shipments received by Fawran or by any person acting on its behalf; outbound parcels; customer-returned products; Fawran's own products; products in transport; products in the custody of the contracted logistics company; and products in the custody of the captains, drivers, employees, agents, or subcontractors used by that company.

6.4.2 Fawran's status. The Seller acknowledges that, in respect of the Products Covered by Fawran Protection, Fawran acts as the platform operator and as a responsible custodian towards the Seller; that it entrusts performance of the logistics services to contracted providers operating within its system; and that it has a direct and legitimate interest in preserving, investigating, recovering, valuing, and claiming in respect of those products.

6.4.3 Authorisation. The Seller grants Fawran an express, present, and continuing authorisation, under which Fawran acts in its own name and on the Seller's behalf as the case may be, in respect of any loss, damage, shortage, substitution, theft, improper storage, delivery error, or return-related incident affecting its Items within the Fawran logistics chain, to: (a) manage the claim relating to such incidents from inception to closure; (b) investigate, gather evidence, and request records and recordings from the provider and from third parties, including CCTV footage, scan records, delivery evidence, incident reports, and insurance information; (c) determine the initial value of the loss in accordance with clause 6.5; (d) claim compensation from the logistics provider, its insurer, or any responsible party (including carriers, warehouse operators, employees, contractors, and subcontractors), whether administratively, judicially, or in arbitration; (e) negotiate and settle the claim, including accepting a full or partial settlement; (f) receive and collect the compensation from the provider, the insurer, or the responsible party, and grant a discharge in respect of it; (g) deduct and set off against the provider's entitlements and call its financial guarantees in accordance with the applicable contracts and policies; (h) take any protective or urgent measure to safeguard the Items, the evidence, or the claim rights; and (i) appoint experts, investigators, legal counsel, and recovery agents for those purposes.

6.4.4 The claim does not fail by reason of title. The Seller acknowledges that Fawran's claim neither fails nor is weakened merely because legal title to the Item belongs to the Seller: Fawran is a responsible custodian towards the Seller and is bound to it under clause 6.5, so that what Fawran actually becomes liable to pay the Seller is a direct loss to Fawran in its own right, in addition to Fawran's authorisation to claim on the Seller's behalf. Accordingly, Fawran may claim (i) in its own capacity, for the liabilities, refunds, compensation, and costs it actually incurs or becomes legally or contractually liable to pay; (ii) as the Seller's authorised contractual representative; and (iii) on the basis of its custody and operational responsibility.

6.4.5 Seller cooperation. The Seller shall cooperate reasonably and shall provide, within [7] Business Days of request, the documents and evidence necessary for valuation and recovery, including purchase invoices, sales invoices, Listings and historical prices, import costs, customs documents, replacement quotations, serial numbers, product specifications, evidence of condition, and any other document reasonably necessary; shall give a statement where required; and shall not enter into a direct settlement with the provider or its insurer in respect of an incident handled by Fawran without Fawran's prior written consent. Failure to cooperate may delay the Seller's compensation but does not extinguish Fawran's right to pursue the responsible party.

6.4.6 Effect of settlement. A settlement concluded by Fawran within the limits of this authorisation discharges the responsible party only to the extent of the amount actually paid and properly applied, and no further. The Seller's remaining rights in respect of any amount not compensated are preserved, subject to this Agreement and to the terms of that settlement. Fawran shall not waive Seller rights unrelated to the incident without clear authority.

6.4.7 No duplicate recovery. The Seller may not recover twice for the same incident. What Fawran pays the Seller and what Fawran collects in respect of the same incident are both applied against the single loss; if the amount collected exceeds what Fawran has paid the Seller plus Fawran's documented costs, Fawran shall pay the excess to the Seller. Fawran likewise may not recover twice for the same loss, and insurance proceeds and contractual compensation may not combine so as to produce unjust enrichment (see Part 15.6 of the Commission & Fee Policy — FBF). After Fawran has compensated the Seller, the Seller may not collect for the same incident directly from the insurer or the responsible party without Fawran's written authorisation; any amount so collected is due to Fawran up to the amount Fawran has paid.

6.4.8 Seller's right of objection. The Seller retains the right to object to the valuation of its own compensation in accordance with clause 6.5.6, without that objection impeding Fawran's right of recourse against the logistics provider, its insurer, or any responsible party, or Fawran's right to collect what is due to it from them.

6.4.9 Survival. This authorisation remains in force after this Agreement ends, in respect of incidents that occurred while it was in force.

6.5 Basis of valuation of loss and damage in Fawran's custody, and Seller compensation#

6.5.1 When Fawran is liable. Fawran is liable for loss of, damage to, or shortage in Items while they are actually in its custody or in the custody of its logistics provider within the chain, from proof of receipt to proof of delivery or return.

6.5.2 When Fawran is not liable. Fawran is not liable for: inherent defect in the Item or its natural characteristics; inadequate packaging or preparation by the Seller; incorrect data or specifications; undisclosed prohibited or dangerous Items; ordinary natural shrinkage; normal handling; the act of the Seller or the customer; force majeure; and anything after proof of delivery to the customer or to the Seller.

6.5.3 Item available in the market — the single governing rule. The initial compensable value is the full market value of the Item, or of the closest comparable Item, as at the date the loss or damage was discovered, or the date Fawran paid, or became contractually liable to pay, compensation to the Seller or the customer — whichever is higher and more accurately reflects the direct loss, provided that this does not result in unjust enrichment or duplicate recovery. *(A single rule, identical in substance to clause 14/5-3 of the Logistics Services Agreement and Part 15.2.1 of the Commission & Fee Policy — FBF, adopted so that the responsible party does not benefit from delay.)*

6.5.4 Item unavailable or with no reliable market value. Fawran determines the initial value by reference to one or more of the following: the selling price adopted on the Platform; the historical average selling price; the purchase price; the Seller's invoice; replacement cost; import cost; customs; taxes; the price of a comparable product; specifications; rarity; the condition of the product before the damage; an expert valuation; and any reliable commercial document.

6.5.5 Partial damage. Compensation is the amount reasonably required to restore the affected party to the position it would have occupied had the damage not occurred, measured by the reduction in market value or the reasonable cost of repair, whichever is the more accurate measure in the circumstances, provided that the compensation does not exceed the Item's full compensable value. If the Item has lost its saleability, it is compensated in full and title to it passes to Fawran.

6.5.6 Objection. Fawran's valuation is provisionally binding, and the Seller may object to it within [7] Business Days of the valuation notice, by a written objection supported by objective evidence that identifies precisely where the error lies. A general objection, or a bare assertion that the assessment is too low or too high, is not sufficient. If the error is established, the valuation is corrected accordingly.

6.5.7 Independent expert. Failing agreement, the valuation dispute alone is referred to an independent, appropriately qualified expert unconnected with either party, chosen by agreement of the parties within [5] Business Days, failing which the expert is appointed by [the appointing authority designated in Fawran's published policy]. The established basis of liability is not reopened. The undisputed amount is paid immediately, and Fawran may reserve or deduct the amount in dispute until the report is issued. The unsuccessful party bears the expert's cost; where the difference is slight, or where both parties are shown to have materially contributed to the error, the expert apportions the cost between them according to contribution.

6.5.8 What is added. Documented costs connected with the incident that the Seller has actually borne and not recovered, including fees, taxes, transport, and packaging.

6.5.9 What is not compensated. Anticipated lost profit, indirect losses, and loss of opportunity or reputation — save in cases of fraud or gross fault, or to the extent mandatory law requires.

6.5.10 Independence from recovery. The Seller's compensation is not contingent on Fawran's recovery from the provider or its insurer, and may not be delayed on the ground that the outcome of an insurance claim is awaited.

6.5.11 Subrogation. By paying compensation to the Seller, Fawran is subrogated to the Seller, to the extent of what it has paid, in every right or action against the provider, its insurer, or any responsible party.

6.5.12 Cross-reference. The valuation tables, the recoverable costs, and the administrative-expense percentage are detailed in Part 15 of the Commission & Fee Policy — FBF, with which this clause does not conflict; in case of conflict, this Agreement prevails.

7. Listings, content, and intellectual property#

7.1 The Seller grants Fawran a worldwide, non-exclusive, royalty-free, sublicensable licence to use, host, reproduce, adapt, translate, publish, and display its Listings, trademarks, and content for the purpose of operating, marketing, and improving the Platform and facilitating sales, including after termination for Listings and Orders already made.

7.2 The Seller represents and warrants that it owns or is licensed to use all content, trademarks, and intellectual property in its Listings, and that its Items and Listings do not infringe any third-party rights. The Seller is solely responsible for, and shall indemnify Fawran against, any claim of infringement arising from its Items, Listings, or content.

7.3 Fawran may, but is not obliged to, optimise, translate, re-categorise, enrich, or moderate Listings, and may aggregate Listings of identical products. Fawran owns the compilation, arrangement, and platform data it creates.

8. Pricing, promotions, and Buyer experience#

8.1 The Seller sets its Item prices, subject to applicable law (including price-gouging and competition rules) and the Seller Policies, and is responsible for price accuracy. Prices must include, or clearly account for, applicable Tax as required by law.

8.2 The Seller shall not set prices on the Platform that are higher than the price at which it offers the same Item through its own or other channels in a manner that materially harms Buyers, except to the extent such parity expectations are limited by applicable competition law; this clause is to be applied consistently with Jordanian competition law.

8.3 The Seller may participate in Fawran promotions, coupons, and programs subject to their terms; promotional funding and discounts attributable to the Seller are borne by the Seller as agreed. The Seller authorises Fawran to apply Buyer-facing promotions to its Items only where the Seller has opted in or where Fawran funds them.

9. Fees and Fawran's collection of Proceeds#

9.1 The Seller shall pay the Fees set out in the Commission & Fee Policies and other Seller Policies, including referral/commission fees, fulfilment and shipping fees, storage and long-term-storage fees, removal fees, return-processing fees, warranty charges, value-added-service charges, penalties, and applicable Tax on Fees.

9.2 The Seller appoints Fawran as its limited collection agent to receive Proceeds from Buyers on the Seller's behalf. Fawran (or its licensed payment partner) collects Proceeds, deducts Fees, refunds, chargebacks, penalties, and other amounts owed, and remits the net balance to the Seller in accordance with the Payout Policy.

9.3 Fawran may set off and deduct any amount the Seller owes under this Agreement from Proceeds, payouts, the Seller's reserve, or any other amounts held, and may require the Seller to maintain a reserve as described in the Payout Policy. If amounts owed exceed amounts held, the Seller shall pay the shortfall on demand.

9.4 Fawran may change Fees and introduce new Fees in accordance with clause 20 (Amendments) and the Commission & Fee Policies.

10. Taxes#

10.1 The Seller is responsible for determining, collecting, reporting, and remitting all Taxes arising from the sale of its Items, except Taxes that Fawran is required by law to collect and remit. Fees charged by Fawran are exclusive of Tax unless stated otherwise, and applicable Tax on Fees is added. The Seller shall provide valid Tax information and invoices as required.

11. Data protection#

11.1 Each party shall comply with the Personal Data Protection Law No. 24 of 2023. Fawran provides the Seller with Buyer personal data only as necessary to fulfil Orders, handle returns, and provide support, and the Seller shall: process such data only for those purposes; not use it for marketing or any other purpose without a lawful basis and required consent; protect it with appropriate measures; not retain it longer than necessary; and not transfer it unlawfully. The Seller acts as an independent controller or, where applicable, a processor, for the Buyer data it handles and shall indemnify Fawran for its breaches. A separate data-processing addendum may apply.

12. Brand protection, counterfeit, and intellectual-property enforcement#

12.1 The Seller warrants that its Items are authentic and not counterfeit, replica, or infringing. Fawran operates anti-counterfeit and intellectual-property protection and notice-and-takedown processes. Fawran may remove Listings, withhold Proceeds, suspend, or terminate Sellers, and report to authorities and rights holders, in response to counterfeit, infringement, or rights-holder complaints, in accordance with the Seller Code of Conduct.

12.2 The Seller shall cooperate with investigations, provide proof of authenticity and sourcing on request, and is liable for the consequences of selling counterfeit or infringing Items, including refunds, removal, disposal, and rights-holder claims.

13. Fraud and abuse prevention, investigations, and audits#

13.1 Fawran operates fraud-prevention, risk-scoring, and abuse-detection measures. Where Fawran reasonably suspects fraud, abuse, misrepresentation, manipulation (including of reviews, rankings, pricing, or promotions), or breach of this Agreement, it may, without prior notice where appropriate: withhold or delay payouts; place amounts in reserve; cancel Orders; remove Listings; restrict, suspend, or terminate the Seller; require additional verification; and recover amounts owed.

13.2 The Seller shall, on reasonable request, provide records, documentation, and access necessary for Fawran to verify compliance, investigate complaints, and meet legal obligations. Fawran may audit the Seller's compliance with this Agreement and the Seller Policies, including sourcing, authenticity, safety, and Tax compliance, and the Seller shall cooperate.

14. Performance standards and quality#

14.1 The Seller shall meet the performance standards published in the Seller Portal or Seller Policies, which may include order-defect, cancellation, late-dispatch, return, and customer-satisfaction metrics. Failure to meet standards may result in coaching, ranking or visibility reduction, restriction of models or features, suspension, or termination. Fawran may update performance standards in accordance with clause 20.

15. Platform rights#

15.1 Fawran may, to the extent permitted by law and consistent with this Agreement: determine the design, features, and operation of the Platform; set eligibility for models, categories, and programs; screen, edit, re-categorise, refuse, or remove Listings; refuse, cancel, or limit Orders; rank and display Items; impose limits; and take measures necessary to protect Buyers, Sellers, Captains, the Platform, or third parties, or to comply with law. Fawran may suspend or restrict features for security, legal, or risk reasons.

16. Platform obligations#

16.1 Fawran shall: provide the Platform with reasonable care and skill; collect Proceeds and remit payouts in accordance with the Payout Policy; provide the Seller with access to its account, Orders, and reporting; process the Seller's personal data in accordance with the Privacy Policy and applicable law; and provide a means of seller support. These obligations do not displace the Seller's responsibilities for its Items, Listings, fulfilment, and compliance.

17. Seller warranties and indemnification#

17.1 The Seller represents and warrants, on a continuing basis, that: it is duly established and authorised; it holds all required licences and registrations; its Items are genuine, safe, lawful, and accurately described; its Listings and content do not infringe third-party rights; it complies with all applicable laws and the Seller Policies; and the information it provides is accurate.

17.2 To the maximum extent permitted by law, the Seller shall indemnify, defend, and hold harmless Fawran, its affiliates, and their directors, officers, employees, and agents from and against all claims, liabilities, damages, losses, penalties, and expenses (including reasonable legal fees) arising out of or related to: the Seller's Items, Listings, or content; the Seller's breach of this Agreement, the Seller Policies, or any law; product-safety, defect, infringement, or counterfeit claims; the Seller's Tax matters; and the Seller's acts or omissions. Fawran may assume the defence of any indemnified matter, and the Seller shall cooperate.

18. Disclaimers and limitation of liability#

18.1 To the maximum extent permitted by law, the Platform and services are provided "as is" and "as available", without warranties of any kind. Fawran does not guarantee sales volumes, visibility, uninterrupted service, or particular results.

18.2 Subject to clause 18.3, and subject to liability that cannot be excluded under Jordanian law (including for fraud and for death or personal injury caused by negligence): Fawran is not liable for indirect, incidental, special, consequential, or punitive losses, or for loss of profit, revenue, data, goodwill, or business; Fawran is not liable for acts or omissions of Buyers, Captains, or third parties except as mandatory law provides or as expressly assumed; and Fawran's total aggregate liability to the Seller arising out of or in connection with this Agreement, in respect of all claims in any twelve (12)-month period, is limited to the greater of (a) the total Fees paid by the Seller to Fawran in that period for the transactions giving rise to the claim, or (b) one hundred Jordanian Dinars (JOD 100). This allocation of risk applies regardless of the form of action.

18.3 What the cap does not apply to. The cap in clause 18.2 — and any other limitation of liability in this Agreement — does not apply to any of the following:

(a) loss of, shortage in, damage to, destruction of, or the destroying of, Products Covered by Fawran Protection (as defined in clause 6.4.1) while in the custody of Fawran, of its logistics provider, or of any of that provider's personnel;

(b) theft, robbery, embezzlement, fraud, product substitution, unauthorised opening, mishandling, and improper storage;

(c) warehouse incidents, transport incidents, delivery errors, return errors, and FBF custody incidents;

(d) any amount Fawran pays, or becomes legally or contractually liable to pay, by reason of an act or omission of its logistics provider or any of that provider's personnel;

(e) customer refunds arising from the incident, together with the related re-delivery, shipping, transport, customs, taxes, packaging, handling, inspection, and disposal costs;

(f) Seller compensation payable under clause 6.5 of this Agreement and Part 15 of the Commission & Fee Policy — FBF;

(g) gross negligence, wilful misconduct, and fraud;

(h) Fawran's breach of confidentiality or of personal-data protection;

(i) any obligation that applicable law does not permit Fawran to limit or exclude.

Claims concerning Products Covered by Fawran Protection are governed by the loss, damage, valuation, and compensation provisions in clause 6.5 of this Agreement and Part 15 of the Commission & Fee Policy — FBF, and are not limited to the JOD 100 amount or to the Fees-paid cap.

18.4 The cap in clause 18.2 otherwise remains in force for ordinary platform claims unconnected with Products Covered by Fawran Protection.

19. Suspension, restriction, and termination#

19.1 Term. This Agreement begins on the Seller's acceptance and continues until terminated.

19.2 Termination for convenience. Either party may terminate for convenience on thirty (30) days' written notice, subject to completion of pending Orders and obligations, and to Fawran's right to retain reserves and amounts as set out in the Payout Policy.

19.3 Suspension and immediate termination by Fawran. Fawran may suspend, restrict, or terminate the Seller's access, in whole or in part, immediately and without prior notice where: the Seller breaches this Agreement or any Seller Policy; Fawran reasonably suspects fraud, abuse, counterfeit, infringement, or unlawful conduct; the Seller fails verification or performance standards; the Seller's conduct risks harm to Buyers, the Platform, or third parties; or required by law or a competent authority.

19.4 Effect of termination. On termination: the Seller's Listings are removed and it must cease selling; the Seller remains responsible for fulfilling, or refunding, Orders already placed and for outstanding returns, warranty, and refund obligations; Fees and amounts owed become due; Fawran may withhold payouts and maintain a reserve for a period reasonably necessary to cover refunds, chargebacks, claims, and liabilities; and for FBF, the Seller shall arrange removal of its inventory in accordance with the Commission & Fee Policy — FBF, failing which removal/disposal fees and procedures apply. Clauses that by their nature survive (including Definitions, Fees and set-off, the claims-management authorisation and the basis of valuation (clauses 6.4 and 6.5), Intellectual Property, Data Protection, Warranties, Indemnification, Disclaimers, Limitation of Liability, Governing Law, Dispute Resolution, and Electronic Records) survive termination.

19.5 Reinstatement after suspension or restriction. A suspension or restriction under clause 19.3 is not necessarily permanent. Where the ground for the measure is capable of being cured, Fawran will state that ground and the corrective action required through the Seller Portal. The Seller may request reinstatement by submitting a plan of action addressing the stated ground together with any supporting evidence Fawran reasonably requires. Fawran will assess the request within a reasonable period and may reinstate access in full, reinstate it partially or subject to conditions (including a reserve under the Payout Policy, restriction to particular fulfilment models or categories, or a monitoring period), or decline reinstatement with reasons. Fawran may decline reinstatement where the ground is not capable of cure, where the Seller has previously been reinstated for the same ground, or where reinstatement would expose Buyers, the Platform, or third parties to unreasonable risk. Nothing in this clause limits clause 19.3, and a pending reinstatement request does not lift the measure. A decision under this clause may be appealed under clause 20.

20. Appeals#

20.1 Where Fawran suspends, restricts, removes a Listing, withholds funds, or terminates, the Seller may submit an appeal through the Seller Portal or the contact in Schedule A, providing supporting information. Fawran will review appeals in good faith and within a reasonable period and will communicate its decision. Appeals do not suspend Fawran's protective measures, and Fawran may maintain measures necessary to protect Buyers, the Platform, or third parties pending review.

21. Amendments#

21.1 Fawran may amend this Agreement, the Seller Policies, the Fees, and the performance standards from time to time. Fawran will publish the updated version with its version number and effective date and, for material changes, provide reasonable advance notice through the Seller Portal or to the Seller's registered contact. Subject to clause 21.2, continued use after the effective date constitutes acceptance. Where the Seller does not accept a material change, its remedy is to terminate under clause 19.2 before the change takes effect.

21.2 Versions requiring express acceptance. Certain versions are designated in the Seller Portal as requiring the Seller's express acceptance, and for those versions continued use is *not* acceptance. A version will be so designated where it grants Fawran an authority or mandate to act in the Seller's name (including the claims-management authorisation in clause 6.4), where it materially alters the allocation of liability or the basis of valuation, or where mandatory law requires specific consent. For such a version, Fawran will make the full text of the designated version available in the Seller Portal, identify what has changed, and record the Seller's acceptance under clause 24.

21.3 Effect of an outstanding express acceptance. Where a version designated under clause 21.2 has taken effect and the Seller has not yet accepted it, the Seller's existing verification status is unaffected and its existing Listings, Orders, payouts, and settled balances continue to be governed by the version the Seller last accepted. Fawran will notify the Seller and may allow a grace period stated in the Seller Portal. After the grace period, Fawran may restrict access to the specific programs, features, or fulfilment models that depend on the un-accepted version — and only those — until the Seller accepts. Fawran will not suspend the Seller's account, withhold settled amounts, or cancel Orders in progress solely because an express acceptance is outstanding. A version designated under clause 21.2 does not operate retrospectively: matters arising before the Seller's acceptance remain governed by the version then in force.

21.4 Acceptance by an authorised person. An acceptance under clause 21.2 is effective only where given by the Seller's owner, legal representative, or a person the Seller has designated in the Seller Portal as authorised to bind it, consistent with clause 1.3.

22. Force majeure#

22.1 Neither party is liable for delay or failure to perform (other than payment of amounts due) caused by events beyond its reasonable control, including natural disasters, epidemics, war, civil unrest, governmental action, and failures of telecommunications, payment, or logistics infrastructure. Affected obligations are suspended for the duration of the event.

23. Confidentiality#

23.1 Each party shall keep confidential the non-public information of the other disclosed in connection with this Agreement, use it only for the purposes of this Agreement, and protect it with reasonable measures, except where disclosure is required by law or to professional advisers bound by confidentiality. Platform data, Fees, and program terms are Fawran's confidential information.

24. Electronic acceptance, communications, and records#

24.1 The Seller consents to transact and receive communications electronically. The Seller's electronic acceptance constitutes a valid signature, and Fawran's electronic records of acceptance (including version, timestamp, and device/IP information), Orders, Fees, payouts, and communications constitute reliable and admissible evidence under the Electronic Transactions Law No. 15 of 2015, absent manifest error. Notices to the Seller are validly given to its registered contact or via the Seller Portal; notices to Fawran are sent to the contact in Schedule A.

25. Governing law#

25.1 This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes) are governed by the laws of the Hashemite Kingdom of Jordan.

26. Dispute resolution#

26.1 The parties shall first attempt to resolve any dispute through good-faith negotiation for thirty (30) days from written notice. Failing resolution, the parties may by agreement refer the dispute to mediation in Jordan. Failing resolution, the dispute is subject to the exclusive jurisdiction of the competent courts of Amman, Jordan. Either party may seek urgent interim or injunctive relief from a competent court at any time, including to protect Buyers, the Platform, confidential information, or intellectual property.

27. General provisions#

27.1 Entire agreement. This Agreement and the Seller Policies constitute the entire agreement between the parties regarding selling on the Platform and supersede prior understandings on that subject.

27.2 Order of precedence. In case of conflict: mandatory law; then this Agreement; then the Commission & Fee Policies for fee matters; then the other Seller Policies; then program-specific terms.

27.3 Assignment. The Seller may not assign or transfer this Agreement without Fawran's prior written consent. Fawran may assign to an affiliate or successor or in connection with a corporate transaction.

27.4 Severability; no waiver; survival; no third-party rights; headings. If a provision is invalid, it is modified to the minimum extent necessary or severed, and the remainder continues. No failure to enforce is a waiver. Headings are for convenience only.

27.5 Language. This Agreement is issued in Arabic and English; the Arabic version is controlling for purposes of Jordanian law, and the English version is legally equivalent in substance.

28. Contact#

28.1 Seller support, notices, and appeals: use the details in Schedule A.

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