Sphere
DIGITAL SELLER AND CONSIGNMENT AGREEMENT Sphere Version: v1.0-draft Language: English Platform Operator: C and C Global Commerce FZ-LLC Base Jurisdiction: Ras Al Khaimah Economic Zone, United Arab Emirates IMPORTANT NOTICE: This document is an operational and commercial agreement between Sphere and the Seller. It must be reviewed and approved by legal counsel before being marked as “active” or used as a definitive legal document with sellers. 1. PARTIES This Digital Seller and Consignment Agreement, the “Agreement”, is entered into between: 1.1. C and C Global Commerce FZ-LLC, a company registered in Ras Al Khaimah Economic Zone, United Arab Emirates, operator of Sphere, including its website, applications, Telegram Mini App, seller panels, buyer panels and related digital services, hereinafter referred to as the “Platform”, the “Marketplace”, “Sphere”, the “Company”, “we”, “us” or “our”. 1.2. The natural person, legal entity, merchant, supplier, advertiser, service provider or business user that creates a seller account, publishes products or services, accepts this Agreement or uses the Platform to sell goods or services, hereinafter referred to as the “Seller”, “Supplier”, “Consignor” or “Seller User”. The Company and the Seller may be referred to jointly as the “Parties”. 2. ACCEPTANCE OF THE AGREEMENT 2.1. The Seller accepts this Agreement by performing any of the following actions: a. creating or activating a seller account; b. ticking an acceptance checkbox; c. entering an OTP code sent by email; d. signing electronically or digitally; e. uploading products or services; f. accepting an order; g. requesting settlement; h. continuing to use the Platform after this Agreement or any amendment has been made available. 2.2. The Seller acknowledges that digital acceptance, including OTP verification, acceptance checkboxes, authenticated sessions, IP address, timestamp, user agent, email address and document hash, may constitute valid evidence of electronic consent. 2.3. The Platform may store technical and documentary evidence of acceptance, including document version, language, timestamp, IP, user agent, account, email, verified OTP, SHA-256 hash and any other element required to evidence acceptance. 3. PURPOSE 3.1. This Agreement governs the conditions under which the Seller authorizes the Platform to publish, display, promote, offer, commercially manage, process orders for and sell the Seller’s products or services through a digital consignment or marketplace-managed sales model. 3.2. The Seller authorizes the Platform to present products or services to buyers, receive purchase requests, collect payments, manage order flows, administer delivery confirmations, handle disputes, apply commercial policies and generate settlements to the Seller in accordance with this Agreement. 3.3. This Agreement does not make the Platform an employer, partner, exclusive agent, legal representative, franchise provider, financial institution, bank, wallet, financial custodian, independent payment service provider, money transmitter or regulated escrow provider for the Seller. 4. DIGITAL CONSIGNMENT MODEL 4.1. The Seller grants the Platform a digital commercial consignment authorization to publish, promote and sell products or services through Sphere. 4.2. The Seller remains responsible for the existence, authenticity, legality, availability, quality, description, delivery, warranty and performance of the products or services. 4.3. The Platform acts as marketplace operator, commercial sales channel, operational order processor and administrator of rules related to purchase, delivery, confirmation, dispute and settlement. 4.4. When a buyer completes a purchase, the buyer pays the Platform through the available payment methods. The Platform records the sale and, once applicable conditions are satisfied, calculates the commercial settlement payable to the Seller. 4.5. Settlement to the Seller is not immediate or automatic. Settlement is subject to delivery confirmation, absence of active disputes, policy compliance, risk review, absence of chargebacks and completion of KYC, AML and documentary requirements. 5. SELLER ACCOUNT 5.1. To sell on the Platform, the Seller must create an account and provide truthful, complete, current and verifiable information. 5.2. The Platform may request name, business name, identity document, commercial license, address, country, phone, email, bank or settlement details, tax information, KYC or KYB documents, product or service information, origin documents, permits and any other information required for compliance, fraud prevention, security or risk assessment. 5.3. The Platform may approve, reject, suspend, limit or cancel seller accounts whenever legal, commercial, operational, reputational, financial, regulatory or security risks exist. 6. SELLER OBLIGATIONS The Seller shall publish accurate information, maintain inventory and prices, deliver authentic and lawful products, provide services as described, meet delivery deadlines, respond to buyers and the Platform, provide evidence in disputes, comply with all applicable laws and regulations, avoid prohibited products, refrain from fraud or abuse, protect buyer data and indemnify the Platform against claims arising from the Seller’s products, services or breaches. 7. PROHIBITED OR RESTRICTED PRODUCTS The Seller shall not publish or sell illegal, counterfeit, stolen, dangerous, restricted, sanctioned or prohibited goods or services, including weapons, drugs, controlled substances, unauthorized medical products, restricted supplements, alcohol, tobacco, unauthorized financial or crypto services, fraudulent documents, infringing goods, adult illegal services, protected wildlife, regulated food or cosmetic products without required approvals, or any product considered high risk by the Platform. The Platform may remove listings, cancel orders, block settlements, request documentation, suspend accounts or report suspicious activity. 8. PRICES, COMMISSIONS AND FEES 8.1. The Seller authorizes the Platform to charge buyers the listed price, shipping costs, taxes, service fees, processing fees and any other applicable amount. 8.2. The Platform may deduct marketplace commissions, payment provider costs, refund costs, chargebacks, penalties, dispute adjustments, logistics costs, administrative fees, taxes, withholding amounts or any amount owed by the Seller to the Platform. 8.3. Commissions may vary by category, country, currency, product type, risk, campaign, volume, commercial plan or special agreement. 9. BUYER PAYMENTS The buyer pays the Platform through available payment methods, which may include Ziina or other processors. Approval of payment does not imply immediate settlement to the Seller. Payment remains subject to order processing, delivery confirmation, dispute, refund, chargeback and settlement rules. 10. SELLER SETTLEMENTS 10.1. Settlement to the Seller is generated only when the sale is considered settleable by the Platform. 10.2. A sale may become settleable when the buyer confirms receipt, delivery is verified through tracking or administrative evidence, the claim period expires without dispute, pending reviews are closed and KYC, AML, tax, documentary and risk requirements are satisfied. 10.3. The Platform may delay, block, adjust, offset or cancel settlements in case of dispute, return, refund, chargeback, suspected fraud, seller breach, prohibited product, insufficient documentation, KYC or AML review, unusual activity, legal order, regulatory request or breach of this Agreement. 10.4. Amounts shown as pending, available, under review or similar are internal commercial records and do not constitute a bank account, deposit, regulated wallet, financial balance or custody service. 11. DELIVERY CONFIRMATION The buyer may confirm receipt through a button, link, account, email, Telegram Mini App, code or other enabled mechanism. If the buyer does not confirm, the Platform may consider the sale delivered after a reasonable period where evidence of delivery exists and no active dispute is open. 12. SHIPPING, DELIVERY AND OPERATIONAL RISK Unless otherwise stated, the Seller is responsible for preparing, packaging, shipping and delivering the product or providing the service. The Seller shall provide evidence of shipment or delivery when requested and is responsible for loss, damage, delay, incorrect delivery, insufficient documentation or defective packaging attributable to the Seller or its providers. 13. DISPUTES The buyer may open a dispute for non-receipt, defective product, different product, service not provided, delay, damage, fraud or any other breach. During an active dispute, the Platform may suspend related settlement. The Seller shall respond within the required period and provide evidence. The Platform may decide to release settlement, refund the buyer, request return, provide replacement, apply credit, penalize the Seller, close the dispute or suspend the account. 14. REFUNDS AND CHARGEBACKS The Platform may process full or partial refunds where required by law, policy, dispute, error, fraud, breach or payment provider decision. Chargebacks, banking claims, processor costs, penalties or administrative costs may be deducted from present or future Seller settlements. 15. COMMERCIAL RESERVES The Platform may apply temporary commercial reserves to cover disputes, returns, chargebacks, fraud, breaches or associated risks. Such reserves are commercial protection mechanisms and do not constitute a financial deposit or regulated custody service. 16. KYC, AML AND COMPLIANCE The Seller agrees to identity verification, business verification, document review, beneficial owner validation, sanctions screening, fraud prevention, transaction monitoring and AML review. The Platform may request additional information before or after allowing sales or settlements. 17. TAXES, CUSTOMS AND LICENSES The Seller is responsible for determining, declaring, collecting, withholding and paying all applicable taxes, VAT, duties, permits, licenses, registrations, certificates and regulatory obligations. The Seller is responsible for import, export, labeling, safety, origin, sanitary, cosmetic, food, commercial or regulatory requirements. 18. PERSONAL DATA AND CONFIDENTIALITY The Seller may only use buyer data to fulfill the relevant order. The Seller may not sell, share, transfer, copy, exploit or misuse buyer data and must comply with applicable privacy laws. 19. INTELLECTUAL PROPERTY The Seller represents that it owns or has sufficient rights to all trademarks, images, texts, photographs, videos, designs, logos, catalogs and content published. The Seller grants the Platform a non-exclusive, worldwide, royalty-free, transferable and sublicensable license to use, reproduce, display, adapt, translate, publish and promote such content in connection with the Platform. 20. REVIEWS, REPUTATION AND QUALITY The Platform may display ratings, reviews, performance metrics, delivery times, dispute rates and other seller indicators. The Seller shall not manipulate reviews, create fake purchases or pressure buyers. 21. SUSPENSION OR TERMINATION The Platform may suspend, limit or terminate the Seller account immediately in case of breach, fraud, false documents, prohibited products, high claim rates, system abuse, legal risk, financial risk, payment provider request, authority request or failure to complete KYC or AML checks. 22. INDEMNITY The Seller agrees to indemnify, defend and hold harmless the Platform, its partners, directors, employees, providers, affiliates and representatives from claims, losses, penalties, damages, costs, expenses and legal fees arising from the Seller’s products, services, breaches, fraud, negligence, intellectual property infringement, tax obligations, customs obligations or disputes with buyers. 23. LIMITATION OF LIABILITY To the maximum extent permitted by law, the Platform shall not be liable for indirect, incidental, special, punitive or consequential damages, lost profits, loss of data, loss of reputation, interruptions, third-party failures, logistics delays, payment processor decisions, chargebacks or acts of buyers or sellers. Where liability cannot be excluded, total liability shall not exceed the commissions effectively collected by the Platform from the Seller during the three months preceding the event. 24. AMENDMENTS The Platform may modify this Agreement, policies, commissions, processes and operational requirements. Material changes may require new digital acceptance. Continued use after publication or notice constitutes acceptance. 25. INCORPORATED DOCUMENTS The General Terms, Buyer Terms, Payment and Settlement Policy, Refund and Dispute Policy, Prohibited Products Policy, Privacy Policy, KYC and AML Policy, category rules, payment provider terms and any annex or notice published by the Platform form part of this Agreement. 26. ELECTRONIC SIGNATURE AND DIGITAL EVIDENCE The Seller accepts that electronic signature and digital acceptance are binding. The Platform may use OTP, email, authenticated session, acceptance checkbox, activity logs, document hash and technical evidence. Electronic records may be used as evidence of acceptance, applicable version and signed content. 27. GOVERNING LAW AND JURISDICTION This Agreement shall be governed by the applicable laws of the United Arab Emirates, including applicable rules of Ras Al Khaimah Economic Zone where relevant. Unless mandatory law provides otherwise, disputes between the Seller and the Platform shall be submitted to the competent jurisdiction in the United Arab Emirates. 28. LANGUAGE This Agreement may be available in multiple languages. In case of discrepancy between translations, the version designated by the Platform as the controlling contractual version shall prevail, unless applicable law requires otherwise. 29. CONTACT Legal, commercial or support communications must be made through the official channels published by Sphere. 30. FINAL SELLER DECLARATION By accepting this Agreement, the Seller declares that the Seller has read the full document, understands the digital consignment model, accepts that settlement depends on delivery, confirmation, review and absence of dispute, acknowledges that the Platform is not a bank, wallet, regulated escrow or financial custodian, accepts electronic signature and digital evidence, and agrees to comply with this Agreement and incorporated policies. END OF AGREEMENT.Provider identification
This document is published by the company that owns and operates the Sphere platform.
| Company name | C and C Global Commerce FZ-LLC |
|---|---|
| Legal form | Free Zone Limited Liability Company (FZ-LLC) |
| Registration authority | Ras Al Khaimah Economic Zone Authority (RAKEZ) |
| Registration number | 0000004068307 |
| E-commerce licence | 45030003 |
| Commercial licence | 5033181 |
| Licensed activities | Products and Services E-Trading; Perfumes & Cosmetics Trading; Wholesale of Fresh Foodstuff Trading |
| Registered office | JT030127, Compass Building, Al Shohada Road, Al Hamra Industrial Zone-FZ, Ras Al Khaimah, United Arab Emirates |
| Licence validity | 2025-05-26 — 2027-05-25 |
| Legal contact | legal@cc-sphere.com |
The licences can be verified on the RAKEZ portal by entering the document reference number.
Sphere operates under a pure consignment model: it acts solely as an intermediary and the seller retains possession of the goods at all times.