Seller Policy Pages

1. Definitions and Interpretation

1.1 In this Seller Policy and any related documents:

“Agreement” refers to the Rakuten Merchant Registration Form, including these Seller Policy terms, schedules, appendices, or attachments, and any amendments.

“Applicable Law” means any law, regulation, order, judgement, or guideline issued by competent authorities.

“Business Day” means any day other than Saturday, Sunday, or public holiday in the Merchant’s location.

“Customer Account” means the account registered by a Customer on Rakuten.

“Driver” means any delivery provider fulfilling customer orders.

“Effective Date” is the date Rakuten approves the Merchant’s registration form.

“Merchant Outlet” refers to the Merchant’s physical or online store registered on Rakuten.

“Merchant Particulars” means the details of the Merchant in the Agreement.

“Merchant SOP” means Rakuten’s Standard Operating Procedures for Sellers, as amended from time to time.

“Merchant Wallet” is the Merchant’s account for holding transaction funds.

“Net Sales” refers to the total price of products sold, excluding taxes, service fees, surcharges, and discounts.

“Order” means an order placed by a Customer on Rakuten.

“Parties” refers to Rakuten and the Merchant; “Party” means either one of them.

“Products” refers to goods sold by the Merchant on Rakuten.

“Service Fee” refers to the fee payable by the Merchant to Rakuten, as specified in Clause 7.1.

“Rakuten Platform” means Rakuten’s e-commerce platform, accessible via website or app.

“Rakuten Services” means services allowing Customers to order Products and Merchants to sell Products through Rakuten.

“Transaction” refers to any sale of Products through Rakuten.

“Transaction Funds” is the total amount paid by Customers for a Transaction.

1.2 Additional interpretations:

References to statutory provisions include amendments or replacements.

“Written” includes visible reproduction methods.

“Including” means “including, without limitation.”

Words in singular include plural and vice versa; gender-specific words include all genders.

1.3 Headings are for convenience and do not affect interpretation.

2. Scope

This Seller Policy governs the provision of Rakuten Services and may be amended from time to time.

3. Term

The Agreement is effective for one year from the Effective Date and automatically renews for successive one-year terms unless either Party gives 30 days’ notice prior to expiration.

4. Description of Rakuten Services

4.1 Rakuten provides services to:

Refer Customers to the Merchant.

Act as an intermediary to accept Orders and payments on the Merchant’s behalf.

Communicate Orders and disburse payments to the Merchant.

4.2 Rakuten presents Products as communicated by the Merchant and meeting Rakuten’s standards.

4.3 The Merchant must provide all necessary product information, including menus, pricing, images, and operating hours. Updates must be provided at least 7 Business Days in advance.

4.4 Merchants must verify published information and notify Rakuten of errors promptly.

4.5 Rakuten does not provide delivery, transportation, or product supply services and does not guarantee Customer identity or completion of Transactions.

4.6 The sale of Products is directly between Merchant and Customer; Rakuten is not a party to such contracts.

4.7 Merchants handle refunds, chargebacks, and claims. Rakuten may assist and may refund Customers at its discretion.

4.8 Rakuten may suspend Transactions, Customer Accounts, or Merchant Wallets if there is suspicion of:

Security threats.

Unauthorized or fraudulent activity.

Sale of prohibited goods.

Violation of Rakuten policies or applicable law.

Compliance with legal requirements.

4.9 Rakuten may provide educational updates about the platform.

4.10 Rakuten deducts Service Fees and Contributions from Transaction Funds.

4.11 Any equipment provided by Rakuten remains the Merchant’s responsibility and must be returned in good condition upon termination.

5. Merchant Obligations

5.1 Register and operate as a Merchant following Rakuten instructions.

5.2 Do not sell prohibited products.

5.3 Retain transaction records for at least seven years.

5.4 Operate in compliance with all Applicable Laws and maintain all relevant permits.

5.5 Notify Rakuten immediately of legal violations affecting the Merchant’s business.

5.6 The Merchant warrants that:

All funds are legally obtained.

Product information meets legal requirements and does not infringe third-party rights.

Products are safe, compliant, and licensed.

No unauthorized collection of Customer data occurs.

5.7 Merchants are responsible for defective or harmful products and must indemnify Rakuten.

5.8 Merchants comply with all sanctions and anti-corruption laws.

5.9 Merchants comply with anti-money laundering and financial reporting laws.

5.10 Merchants shall not reverse engineer Rakuten systems or steal platform data.

5.11 Merchants participate in Rakuten promotional campaigns unless they opt out with written notice.

5.12 Merchants are responsible for maintaining confidentiality of credentials and secure use of the Merchant Wallet.

6. Contributions to Co-Funding Campaigns

Merchant contributions are based on Net Sales and communicated via email or other methods determined by Rakuten.

7. Fees and Taxes

7.1 Merchants pay a Service Fee based on Net Sales as recorded by Rakuten. Taxes on Service Fees are the Merchant’s responsibility.

7.2 Settlement terms for Transaction Funds are provided in Merchant SOP and may change.

7.3 Rakuten may debit or credit the Merchant Wallet to correct errors, handle disputes, or process fees.

7.4 Rakuten may amend Service Fees or add new fees with written notice.

7.5 Merchants are responsible for all taxes arising from their business and Rakuten may recover unpaid amounts.

8. Intellectual Property

8.1 Rakuten retains all intellectual property rights.

8.2 Merchants grant Rakuten a license to use logos and trademarks for the term of the Agreement.

8.3 Merchants warrant they own or are licensed for all intellectual property used.

8.4 All documents and materials generated remain the property of the creating Party.

8.5 Written consent is required for marketing use of each Party’s trademarks, except Rakuten may use the Merchant’s trademarks for promotion.

9. No Warranty

Rakuten Services are provided “as-is.” Rakuten does not guarantee product quality, uninterrupted access, or timing of processing. Rakuten is not liable for fraudulent payments, technical failures, or circumstances listed in Clause 4.8.

10. Confidentiality and Personal Data

10.1 Both Parties must keep confidential information private and use it only for performing obligations under the Agreement.

10.2 Confidential information may be shared with employees, auditors, and advisors bound by confidentiality.

10.3 Parties comply with all applicable data protection laws and privacy policies.

10.4 Confidentiality obligations survive termination of the Agreement.

11. Force Majeure

Neither Party is liable for delays caused by unforeseeable events beyond reasonable control, including natural disasters, war, pandemics, or government regulations. Notification must be given promptly.

12. Termination

12.1 Either Party may terminate immediately for bankruptcy, material breach, illegal activity, or with 30 days’ notice.

12.2 Termination does not relieve Parties from obligations accrued prior to termination.

13. Assignment

13.1 Merchants may not assign rights without Rakuten’s written consent.

13.2 Merchants may not allow others to use Rakuten Services without consent.

13.3 Agreement binds successors and permitted assigns.

14. Relationship of the Parties; Drivers as Independent Contractors

14.1 No partnership or agency is created.

14.2 Drivers are independent contractors and not Rakuten employees.

14.3 Rakuten is not responsible for Driver actions, delays, or failures.

14.4 Merchants release Rakuten from any liability arising from delivery.

15. Indemnification

Merchants indemnify Rakuten against claims, losses, or damages arising from Products or use of Rakuten Services, except due to Rakuten’s negligence or misconduct. No Party is liable for indirect or consequential losses.

16. Governing Law; Dispute Resolution

The Agreement is governed by applicable international law. Disputes are initially discussed by senior management for 30 days. If unresolved, arbitration is conducted under an internationally recognized arbitration body, in English, with one arbitrator.

17. Notices

17.1 Notices are sent via personal delivery, registered courier, or email to the addresses in the Agreement.

17.2 Notices are deemed delivered:

Personal delivery: upon receipt.

Courier: second Business Day after pickup.

Email: day of dispatch if before 5:00 PM local time; otherwise next Business Day.

18. No Waiver

Failure to enforce any provision does not constitute a waiver.

19. Severability

Invalid or unenforceable provisions are severed; the remainder remains in force.

20. Entire Agreement

This Agreement, including attachments and Merchant SOP, represents the entire understanding between the Parties. In case of discrepancies, the Merchant SOP prevails.