The Marketplace Vendor Agreement serves as the primary legal framework for establishing and governing the relationship between online marketplace platforms and vendors in Indonesia. This document is essential for any e-commerce platform operating under Indonesian jurisdiction that enables third-party sellers to offer products or services to consumers. The agreement encompasses crucial elements required by Indonesian regulations, including Government Regulation No. 80 of 2019 on E-commerce Trading and the Law on Electronic Information and Transactions. It details vendor obligations, commission structures, operational procedures, consumer protection measures, and compliance requirements while addressing specific Indonesian market considerations. The agreement is designed to protect both the marketplace operator and vendors while ensuring compliance with local e-commerce laws, data protection regulations, and consumer protection requirements.
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1. Parties: Identification of the marketplace operator and vendor, including registration details and business licenses
2. Background: Context of the agreement and brief description of the marketplace platform and intended business relationship
3. Definitions: Definitions of key terms used throughout the agreement, including technical and operational terms
4. Scope of Agreement: Overview of services provided by both parties and the nature of their relationship
5. Vendor Obligations: Core responsibilities of the vendor including product quality, pricing, shipping, and customer service
6. Marketplace Obligations: Platform operator's responsibilities including platform maintenance, payment processing, and support services
7. Commission and Payment Terms: Fee structure, payment processing, settlement periods, and related financial terms
8. Product Listings and Content: Requirements for product information, photos, pricing, and content standards
9. Order Processing and Fulfillment: Procedures for handling orders, shipping requirements, and delivery timeframes
10. Customer Service and Returns: Standards for customer support, return policies, and dispute resolution
11. Intellectual Property Rights: Protection and usage rights for trademarks, content, and platform technology
12. Data Protection and Privacy: Compliance with Indonesian data protection laws and handling of customer information
13. Term and Termination: Duration of agreement, renewal terms, and termination conditions
14. Representations and Warranties: Legal guarantees and assurances from both parties
15. Liability and Indemnification: Allocation of risks and responsibilities between parties
16. Governing Law and Dispute Resolution: Application of Indonesian law and dispute resolution procedures
17. General Provisions: Standard clauses including notices, amendments, and severability
1. Insurance Requirements: Required when dealing with high-value products or specific risk categories
2. Special Product Categories: Include when vendor sells regulated products requiring special permits or handling
3. Cross-Border Trading: Required for vendors engaging in international sales
4. Marketing and Promotion: Include when parties agree to specific marketing arrangements or promotional activities
5. Service Level Agreements: Add for vendors requiring specific performance metrics or response times
6. Warehouse and Logistics: Include when vendor uses marketplace's warehousing or logistics services
7. API Integration: Required when vendor needs to integrate their systems with marketplace platform
1. Schedule 1 - Commission Structure: Detailed breakdown of commission rates by product category and sales thresholds
2. Schedule 2 - Product Categories and Requirements: Specific requirements and restrictions for different product categories
3. Schedule 3 - Technical Requirements: Platform technical specifications and integration requirements
4. Schedule 4 - Service Level Requirements: Detailed performance metrics and response time requirements
5. Schedule 5 - Prohibited Products: List of products prohibited on the platform or requiring special permission
6. Schedule 6 - Operational Procedures: Detailed procedures for order processing, returns, and dispute resolution
7. Appendix A - Required Documentation: List of required business licenses, permits, and certifications
8. Appendix B - Platform Policies: Current marketplace policies and guidelines that vendor must comply with
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