Expectations for merchants using Beacons
Updated May 21, 2020
Social Selling Merchant Agreement
The following terms (“Merchant Terms”) apply to your use of any commerce service (each, a “Merchant Commerce Feature”) we make available for you to display, facilitate the sale, lease or rental of, and/or sell, lease or rent goods or services to users (each, a “User”) of Beacons.
Section 1: Product Listings and your use of Merchant Commerce Features
1. We may display product or service listings you create (“Product Listings”) on Beacons.
2. Your use of the Merchant Commerce Features must comply with applicable law. You must not use the Merchant Commerce Features in connection with any activities, individuals or entities that are located in a country or region that is subject to comprehensive U.S. sanctions law or that would otherwise violate applicable U.S. or non-U.S. trade sanctions laws.
3. You are jointly responsible (with Beacons creators) for the contents of your Product Listings (including description, price, fees, tax that you calculate, any required legal disclosures, and any offers or promotional content).
4. You are responsible for displaying any sales, privacy, or other terms that you want to apply to your interactions with Users. Any such terms do not bind us and must not conflict with these Merchant Terms and our other applicable terms and policies.
5. You grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of any data, content, and other information provided by you or accessed by us in connection with the Merchant Commerce Features, including photos, videos, and Product Listing content, in connection with Beacons.
6. We may offer to fund promotions, discounts, and other incentives (“Funded Incentives”) directly to Users to encourage engagement with Product Listings. You acknowledge that our use of Funded Incentives does not alter your obligations under these Merchant Terms.
7. Any tools we provide in connection with Merchant Commerce Features, including tools to allow you to view information about past transactions or to calculate default shipping rate, tax rate, or other data, are provided as a convenience only and you use them at your sole discretion and risk. The following terms also apply to any tool we provide that allows you to calculate tax rates (“Tax Calculation Tool”):
1. We provide no representation, warranty, guarantee, or advice, and we disclaim any responsibility to verify, the following: (a) the accuracy of the tax rules or methodology in the Tax Calculation Tool, (b) the application of taxes to your products or of the tax jurisdiction assignment functionality tax rates of applicable taxes, including but not limited to sales and use tax, goods and services tax (GST), value added tax (VAT) and other applicable taxes (“Applicable Taxes”), and (c) whether or not the amounts we collect on your behalf satisfy your obligations to collect Applicable Taxes. You are responsible for reviewing and determining the correct calculation settings, including your obligation to collect Applicable Taxes, tax nexus, product tax code assignments, and all related information for your products. The calculation of Applicable Taxes is based on your calculation settings and information you provide to Facebook for the jurisdiction(s) where you have an obligation to calculate, collect and remit Applicable Taxes.
2. Except for sales shipped or delivered to jurisdictions where we are required to collect and remit Applicable Taxes on your behalf (“Marketplace Facilitator Jurisdictions”), any amounts collected and remitted using the Tax Calculation Tool will be remitted to you.
3. The Tax Calculation Tool is limited to the calculation of Applicable Taxes and does not calculate or collect any product-based excise taxes or any fees or surcharges. The Tax Calculation Tool calculates tax based the entire amount of the transaction (including sale price, shipping fees and any other charges subject to tax).
4. You must maintain documentation of all relevant tax information, including records of paying all taxes to the appropriate tax authorities. You represent that the tax registration number and all other information you provide to us are accurate and current, and you will immediately update any such information in case of changes. We reserve the right to confirm the validity of your seller account information (including your tax registration number) and request additional information from you or government authorities as permitted by law. You agree to provide information to us upon request in the time prescribed.
5. Except as otherwise provided in these Merchant Terms, you agree that we are not obligated to determine whether taxes apply, and we are not responsible to collect, report, or remit any taxes arising from any transaction. If a taxing authority requires us to pay any of your taxes, you will promptly reimburse us for the amounts paid on your behalf or resulting from your sales in the jurisdiction.
8. We are not responsible for managing, paying for, or fulfilling any sales in connection with your use of a Merchant Commerce Feature.
9. You may only use Service Providers in connection with the Merchant Commerce Features if they act on your behalf and are bound by an agreement to protect Transaction Data at least as much as is required under these Merchant Terms. A breach of these Merchant Terms by any of your Service Providers will be deemed a breach by you. “Service Providers” means anyone who directly or indirectly provides services to you or to third parties on your behalf.
10. You may only use any User’s data, content, or other information you receive from Beacons in connection with your use of the Merchant Commerce Features (“Transaction Data”) as follows: (a) in accordance with our terms and policies, including, as applicable, our Beacons Platform Policies), and (b) to support the transaction(s) arising from the User’s use of the Merchant Commerce Features, and/or in accordance with any other consent you have received from the User. If the consent you received from a User conflicts with the Merchant Terms, then the Merchant Terms will control. Subject to Section 9, you may not share Transaction Data with anyone except Service Providers, or as required to comply with applicable law. Transaction Data includes data received through any Merchant Commerce Features that we may in our discretion provide to facilitate your communication with Users (“Communication Tools”).
11. Notwithstanding section 10, you may not use Transaction Data for marketing purposes, including for building user profiles, unless either (a) the applicable User has provided prior express consent using a feature that we may in our discretion make available for Users to provide such consent, or (b) you have received the same data from the User independently of the Merchant Commerce Features and obtained the User’s consent to use it for marketing purposes. You may not in any circumstances use the Communication Tools for marketing purposes.
Section 2 - Payments
1. Your payments will be processed by a third-party payment processor with whom you have a direct relationship, in accordance with their terms of service, and not by us. We reserve the right to add or change payment processors from time to time. We will notify you of any new payment processors and your continued use of the Merchant Commerce Features upon receipt of such notice constitutes acceptance of such addition or change as well as your acceptance of their terms of service. You acknowledge that we may share the information you provided when you signed up to our merchant commerce platform with any payment processors we select, solely for the purpose of enabling them to provide you with payment processing services to support the Merchant Commerce Features that you use.
2. You are solely responsible for determining, collecting, withholding, reporting, and remitting Applicable Taxes, duties, fees, surcharges and additional charges for sales that result from your use of a Merchant Commerce Feature. For sales shipped or delivered to Marketplace Facilitator Jurisdictions where we are required to collect and remit Applicable Taxes on your behalf, we will automatically calculate, collect, and remit Applicable Taxes to the Marketplace Facilitator Jurisdictions on your behalf in accordance with applicable law. Except as provided elsewhere in these Merchant Terms, any fees, commissions or other amounts payable to us are exclusive of any Applicable Taxes, and to the extent taxes are required to be collected or withheld, you will pay such taxes in addition to the amounts otherwise payable. You are also solely responsible for all Applicable Taxes on any payments to you in connection with incentive programs offered by us.
3. You must comply with our technical documentation with respect to any Merchant Commerce Feature.
Section 4 - Country-specific terms
Merchants in the U.S.
1. If you are a resident of or have your principal place of business in the US, the following terms apply to your sales from Product Listings where a User initiates the payment from a Beacons Product.
1. Any transaction may be refunded or cancelled if we believe it violates these Merchant Terms, or if we believe cancellation may prevent financial loss. Other actions that may be taken on your account include, as permitted by applicable law: placing a delay on a payment for a period of time, limiting payment methods for a transaction, limiting your ability to make a sale, or deactivating your account.
2. You agree to the terms of service of the payment processors we have selected, which are currently Stripe and PayPal. When you agree to these Merchant Terms, we also accept your agreement to the terms of the payment processors on their behalf. We do not act as an agent of the payment processors in any other way.
3. We charge a commission fee agreed upon in the Beacons Social Selling Shopify app ("Selling Fee"). With respect to goods, the sale of a good or goods which are shipped together are a “transaction” for the purpose of this section. The Selling Fee will be calculated based on the the sale price(s) of good(s), not including any shipping fees and Applicable Taxes. You will also be charged a fee of $20 per chargeback, which will be waived upon successful representment provided that you are compliant with these Merchant Terms and all applicable laws and policies.
4. All fees will be deducted from the payouts the payment processor makes to your linked bank account.
5. All fees are exclusive of any Applicable Taxes, and to the extent taxes are required to be collected or withheld, you will pay such taxes in addition to the amounts otherwise payable, but do not include any taxes that you may be responsible for paying based upon payments received for your Product Listings.
6. All fees are non-refundable.
7. You authorize the payment processor(s) we select to electronically debit the bank account you provided us for chargebacks or other fees, fines, penalties, negative balances or other amounts owed to the payment processor or to us under these Merchant Terms, and, if necessary, to electronically credit your account to correct erroneous debits. This authorization will remain in effect while you have the Beacons Social Selling app installed. If you delete the Social Selling app, the authorization will remain in effect for another 60 days before expiring. You represent and warrant to us that the bank account you provided is a business deposit account and that such account is not used for any personal, family, or household purposes. You understand and agree that the initiation and transmission of each debit and credit will be subject to, and made in accordance with, applicable law and the operating rules of the relevant bank clearing system.
8. If a debit authorized under this Section fails, we may take additional steps to collect past due amounts. You will pay all expenses associated with such collection.
To the extent you use other Beacons Products, these Merchant Terms are part of any terms that apply to your use of those Beacons Products, and those other terms continue to apply. In the event of a conflict between these Merchant Terms and any other terms, the Merchant Terms shall govern solely with respect to your use of the Merchant Commerce Features to the extent of the conflict. We may change or update these Merchant Terms at any time without notice as we deem necessary to the full extent permitted by law, and your continued use of the Merchant Commerce Features constitutes acceptance of those changes.
Date of Last Revision: May 21, 2020