Lazada Terms of Service (Seller) - Exhaustive Study Guide

Contractual Overview and Service Acceptance

• Agreement Scope and Parties: The Terms of Service (Seller), formerly known as the Marketplace Agreement, constitutes a legally binding contract between the "Seller" (any person accessing the Platform to sell Products) and the applicable Lazada marketplace entity. For transactions within Singapore, the entity is specifically LAZADA SINGAPORE PTE. LTD. (Company Registration Number: $201403859E$).
• Effective Date: The version documented in these notes is effective as of $26$ May $2026$.
• Acceptance Mechanism: Participation as a seller is contingent upon accepting these Terms and the associated Policies (including those found at Seller Center and Lazada University). Acceptance is finalized upon clicking the "I Accept" button during the online sign-up process.
• Variation of Terms: Lazada reserves the unilateral right to change terms, fees, procedures, and policies. Unless a longer period is mandated by law, changes take effect $7$ days after publication on the Platform or Seller Center. Continued use of the platform after this period implies acceptance. To reject changes, a seller must cease use of services and contact the Partner Support Center to deactivate the Seller Account.
• Hierarchy of Documents: In the event of conflict or inconsistency, the provisions of the Terms prevail over the Policies. The Local Addendum (Schedule B) specifically prevails over the general body of the Terms for the applicable country (Singapore).

Classification of Services and Fee Structures

• General Services: Provided by Lazada (or its designated providers) to facilitate commerce, including:
  • Supporting product listing and content publishing.
  • Providing the Platform for product offers.
  • Limited Buyer care services (enquiry coordination and returns processing).
  • Order processing support.
  • Logistics coordination for Lazada-Coordinated Delivery (LCD) and Fulfilment by Lazada (FBL).
  • Collection, reconciliation, and execution of Sales Proceeds.
• Additional Services: Optional features such as "Sales Traffic Activities" (e.g., promotional campaigns) and the purchase of goods/services from third parties or affiliates.
• Fee Components: The total Fee payable by the Seller includes:
  • Commission: A percentage of the Listing Price (inclusive of tax but excluding coupons/discounts).
  • Payment Fee: A fee for processing payments, chargeable by designated providers under the Payment Terms.
  • Ancillary Fees: Includes Shipping Costs, FBL Fees, Cancellation Penalties, Administrative Fees/Default Fees, and Additional Services Fees.
• Taxation: All taxes, such as Consumption Tax, are imposed on top of the Fees. Payments must be made "free and clear" of any deductions; if withholding is legally required, the Seller must increase the payment amount so Lazada receives the full intended net sum.

Financial Management and Payment Procedures

• Sales Proceeds and Net Proceeds:
  • Sales Proceeds: Gross proceeds received from Buyers by Lazada (or designated providers) on the Seller's behalf.
  • Net Proceeds: Calculated as the Sales Proceeds minus sums owed under the Terms, Policies, or Payment Terms, subject to chargebacks, reversals, refunds, and deductions for anticipated claims.
• Remittance and Settlement: Lazada (or designated providers) remits the Net Proceeds to the Seller. Standard settlement involves setting off the Fee against Sales Proceeds. If funds are insufficient, Lazada may:
  • Deduct from future available funds.
  • Recover sums via any other lawful means, including set-off against other seller accounts owned by the same Seller or Affiliates.
  • Issue an invoice payable within $10$ Working Days of the invoice date.
• Withholding and Cancellation of Payment: Lazada may request designated providers to delay, suspend, or cancel payments for up to $90$ days (or longer if an investigation/dispute resolution is ongoing) if a breach of Terms or Policies is suspected. Cancelled payments are forfeited to Lazada.
• Late Payment Interest: Sellers must pay interest on overdue sums at a rate of $8\%$ per annum, calculated on a daily basis from the due date until full receipt by Lazada.
• Dispute Window: Any enquiry or dispute regarding payments must be raised within $45$ days from the Order delivery date (excluding FBL and LCD claims, which have specific timelines). Failure to do so constitutes a waiver of the right to dispute.

Fulfillment Models and Logistics Framework

• Delivery by Seller (DBS): The Seller is responsible for storage, packaging, and shipping via postal services or a third-party logistics provider ($3PL$).
  • Must be approved by Lazada.
  • Title and risk of loss remain with the Seller at all times.
  • Seller must update delivery status on Seller Center within stipulated deadlines.
• Lazada-Coordinated Delivery (LCD): Lazada (through affiliates or $3PLs$) provides delivery services.
  • Fee Deduction: Fees are deducted from Sales Proceeds by each reconciliation cut-off date.
  • Title and Risk: Title remains with the Seller until delivery to the Buyer. Risk transfers to Lazada from the time of documented pick-up until delivery/return.
  • Liability Limitation: Lazada’s total liability for loss or damage is limited to the Replacement Value of the Products. No liability is assumed for perishables (decay), seller instructions, or non-compliance with policies.
  • Claim Deadline: Any claim related to loss or damage must be made within $30$ days from the date of pick-up (as per the Local Addendum amendment).

Fulfillment by Lazada (FBL) Specialized Provisions

• FBL Services: Includes pick-up (if offered), short-term storage, picking/packing, and after-sales services (returns/failed delivery processing).
• Inbound Process: Seller must submit an Inbound Order and ship Products on a Delivery Duty Paid (DDP $2010$) basis. If Lazada is listed as the importer/consignor, it may refuse the shipment.
• Outbound and Returns:
  • Notice Date: The date Lazada notifies the Seller in writing to collect outbounded products.
  • Collection Period: Seller must pick up products from the fulfillment center within $7$ Working Days of the Notice Date.
  • Abandonment: If products are not collected within $30$ days of the Notice Date, they are deemed abandoned. Lazada may dispose of them, retain proceeds, and recover uncovered disposal costs from the Seller.
• FBL Fees and Storage:
  • Fees are set out in rate cards on the BMS Portal, Seller Center, or Lazada University.
  • Storage fees apply to products exceeding a certain aging period.
  • Lazada must notify the Seller at least $1$ month prior to implementing new storage fees.
• Replacement Value Calculation: Determined at Lazada’s discretion as the lower of:
  • (i) Invoiced value from the Seller’s supplier.
  • (ii) Average selling price on the Platform over the Reference Period.
  • (iii) Average Listing Price over the Reference Period.
  • Note: These are net of Commission, Payment Fees, shipping fees, and Seller Taxes.
• Aging Threshold for Return: Lazada may return FBL products if no orders occur for $28$ days and $120$ calendar days have elapsed since inbounding (amended from $150$ days in the Singapore Local Addendum).
• FBL Claims:
  • Must be raised within $12$ months from the date the claim arose.
  • Claims are managed via the FBL Claims Module on the BMS Portal.
  • System generates a draft claim on the first calendar day of each month for Seller review.
• General Lien: Lazada maintains a lien on FBL products for unpaid Fees. After $14$ days notice of intent to exercise the lien, Lazada may sell the products at auction to recover debts.

Termination, Breach, and Account Deletion Protocols

• Lazada’s Right to Terminate/Suspend: Immediate deactivation and withholding of payables can occur if the Seller:
  • Breaches IP rights or sells counterfeit goods.
  • Accumulates maximum non-compliant points.
  • Commits fraud or ceasing business operations.
  • Fails to remedy a general breach within $14$ days of notice.
• Seller’s Right to Terminate: Immediate termination if Lazada fails to correct the following within $14$ days of notice:
  • Delaying payment for more than $30$ days without reason.
  • Delaying returns for more than $60$ days without cause.
  • Insolvency or receivership of Lazada.
• Termination Without Cause: Either party may terminate with at least $14$ days' prior written notice. FBL services specifically require $14$ days' written notice for termination without cause.
• Account Deletion (Annex 4):
  • Permanent and Irreversible: Deletion is final and does not affect the associated Buyer account.
  • Requirements: Account must be in good standing (no pending orders, unclosed returns, or ongoing investigations). All store balances must be utilized/withdrawn and active listings deactivated (via "Holiday Mode").
  • Data Retention: Lazada may retain data post-deletion for legal, regulatory, tax, or audit purposes.

Data Privacy and Intellectual Property Obligations

• Privacy and Data Protection:
  • Sellers act as a Data Controller for Buyer Personal Data.
  • Permitted Purposes: Order fulfillment, delivery management, refunds/returns, review management, and handling complaints/warranties.
  • Retention: Data must not be retained longer than necessary for the specified purposes unless legally required.
  • Breach Notification: Sellers must immediately inform Lazada of any Personal Data breach incident and comply with legal notification requirements to authorities and data subjects.
• Intellectual Property (IP):
  • Sellers grant Lazada a royalty-free, non-exclusive, worldwide, perpetual, and sub-licensable license to use, modify, and distribute Seller Content.
  • The Seller represents they own the rights to all IP provided and that products do not infringe on third-party rights.
  • Lazada owns all proprietary information regarding users, orders, and transaction data.

Liability, Indemnification, and Risk Allocation

• Indemnification: Sellers must indemnify Lazada and its Affiliates against all claims arising from:
  • Breach of warranties or representations.
  • Non-compliance with laws (including tax laws and prohibited product shipments).
  • Infringement of IP rights by products or content.
• Liability Caps: The aggregate liability of Lazada and its Affiliates to the Seller is limited to $USD,5,000.00$ (or equivalent local currency).
• Force Majeure: No party is liable for delays/failures due to events beyond reasonable control. Specific inclusions: acts of God, war, terrorism, health epidemics (WHO declared), power failures, and breakdown of machinery. If a Force Majeure event lasts longer than $1$ month, Lazada may terminate the Agreement with immediate notice.
• Disclaimers: The Platform and Services are provided on an "as is" and "as available" basis. Lazada excludes liability for inaccuracies, errors, or service interruptions (such as those caused by technical infrastructure or A/B testing).

Legal Provisions and Dispute Resolution

• Governing Law: The Agreement is governed by the laws of Singapore.
• Dispute Resolution: Any dispute arising from the Agreement must be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) under SIAC Arbitration Rules. The seat of arbitration is Singapore, and the language is English.
• Claim Deadline: Any claim by a Seller under the Terms must be notified to Lazada within $45$ days from the Order date, otherwise, Lazada will not be liable.
• Relationship of Parties: No partnership, joint venture, or employment relationship is created; parties are independent contractors.

Definitions and Key Terminology

• Designated Provider: Any third party providing services, specifically payment processing.
• Inadequate Product: Any wrong, faulty, defective, damaged, or legally non-compliant product, or those under recall.
• Listing Price: The price at which a product is offered for sale, inclusive of taxes but excluding Lazada-provided discounts.
• Net Proceeds: Sales Proceeds minus sums owed under Terms, Payment Terms, and other relevant agreements.
• Working Day: Any day except Saturday, Sunday, or a national/state public holiday in the Territory.
• Seller Account: The account created for Platform access, through which Sales Proceeds and transaction info are viewed.