Terms of Service for Achachay Shop 

These Terms & Conditions (this “Agreement”) apply to the Marketplace Service (as defined below) that ACHACHAY INC. (hereinafter “Achachay,” “we,” “us,” or “our”) offers and provides to sellers and buyers of products (each a “Seller” or a “Buyer,” and collectively “Users”) via its platform Achachay Shop.

By registering, accepting, or otherwise using the Achachay Shop platform to list, browse, or purchase products, you agree to abide by and be legally bound by these Terms & Conditions.

1. Acceptance

  • When a Seller, by any means, signs up, registers, or begins to use the Achachay Shop platform, engages in activities that lead to fulfillment of a purchase order, or otherwise uses the Marketplace Service, that constitutes unconditional acceptance of these Terms & Conditions.

  • These Terms and Conditions apply to all services provided through Achachay Shop unless otherwise explicitly stated.

  • No other prior or contemporaneous agreements, written or oral, supersede these Terms unless explicitly acknowledged in writing by Achachay.

2. Modifications

  • Achachay reserves the right to modify or update these Terms & Conditions or any aspect of the Marketplace Service.

  • Any material changes will be communicated via one or more of the following: (i) direct notice to Sellers/Buyers, (ii) announcements on the website, or (iii) platform notifications, with at least seven (7) calendar days’ notice before such changes become effective.

  • Continued use of the Marketplace Service after modifications constitutes your acceptance of the updated terms.

3. Notifications & Communication

  • All notices or communications between Achachay and a User must be in writing (which may include electronic communications).

  • Notices shall be deemed given and effective as follows:
       a. If delivered in person — on delivery.
       b. If sent by postal mail — upon delivery to the return address.
       c. If sent by email — at the time of dispatch, provided confirmation of delivery or receipt is obtained, unless otherwise agreed.

4. Business Model & Role of Achachay

  • Achachay provides a B2B Marketplace Service enabling Sellers to list products and Buyers to purchase them directly on the platform or receive custom quotes and engage with our sales teams to fulfill orders.

  • The Marketplace Service may involve phases or modules (e.g. listing, marketing, content upload) as determined by Achachay.

  • Sellers are responsible for delivering complete, accurate, and timely product information (images, descriptions, specs, compliance documentation, etc.). Achachay may assist with encoding or listing, but is not liable for content omissions or delays caused by Sellers.

  • Achachay may, where applicable and by agreement, participate in or coordinate advertising, marketing, or promotional campaigns. The terms and execution must be agreed in writing in advance between Achachay and the Seller.

  • Achachay will agree on pricing with Sellers during initial contracts and publishing discounts or bids; Achachay may propose or enforce formatting or structural guidelines.

5. Shipping, Risk & Logistics

  • Once and order is placed by a Buyer – Achachay submits order to Seller to cordinate international dispatch details and makes sure Buyer is informed about the status of their order.
  • When order is ready, Achachay receives goods in local warehouse and handles merchandise dispatch through preferred and pre-selected shipping providers. Orders can also be directly dispatched from Sellers factory/warehouses.

  • If Achachay receives merchandise and dispatches order using preferred courier partner – the risk of loss, damage, or delay in transit rests with Achachay until the Buyer receives the goods at the agreed delivery point.

6. Delivery Delays & Associated Costs

  • Achachay extends preferential shipping fees through pre-selected logistics partners. However, Buyer/Retailer is responsible for paying shipping + tariff fees in addition to merchandise costs. If delivery delays result in extra costs (e.g., storage, penalties) the responsible party (Seller or Buyer) must bear them.

  • In case of disputes between Seller and Buyer over responsibility, if unresolved within three (3) days, Achachay may determine responsibility in its discretion.

7. Seller Representations, Warranties & License

7.1 General Representations

Sellers represent and warrant that:

  • They are legally constituted and have authority to enter into this Agreement.

  • Use of the Marketplace Service does not conflict with any other obligations or agreements.

  • They are solvent and not in default of obligations.

  • All listings comply with applicable laws, regulations, and standards in the origin and destination countries.

  • Products conform with the specifications, descriptions, performance standards, and images submitted to Achachay.

7.2 Intellectual Property & Indemnification

  • Sellers will not misuse Achachay’s trademarks, logos, or intellectual property beyond the scope permitted hereunder.

  • Sellers grant Achachay a license to display their brand, trademarks, logos, and product images in connection with the marketplace.

  • Sellers agree to indemnify and hold Achachay harmless from all claims, liabilities, damages, losses, and expenses (including attorney’s fees) arising from Seller’s breach of representations, listing of infringing products, or violation of this Agreement.

  • If a Seller violates these terms (e.g. by listing counterfeit or infringing goods), Achachay may withhold payments, remove listings, suspend or terminate Seller’s account, and pursue other legal remedies.

7.3 Prohibition on Non-Original / Counterfeit / Refurbished Products

  • Listing or selling counterfeit, replicated, or infringing products is strictly prohibited.

  • Sellers must not list used, refurbished, or “open box” products unless explicitly allowed and disclosed per policy.

  • Achachay may impose penalties (withholding sale proceeds, fines, or account deactivation) for listing prohibited items.

  • In cases of repeated violations, Achachay reserves the right to permanently ban the Seller from the platform.

8. Fees, Commissions & Other Charges

8.1 Marketplace Commission (Phase I)

  • Upon registration or activation of a Seller on the marketplace, a nonrefundable fee or commission may apply (as specified in an annex or schedule).

  • Applicable taxes under Florida or U.S. law are added, except when sellers provide a Resale Tax Certificate.

8.2 Marketplace Commission (Phase II / Transactional)

  • A commission on sales made via the platform (the “Marketplace Services Commission”) will be charged to the Seller, as described in a commission schedule or annex.

  • Achachay may modify commission percentages or categories; changes must be notified at least five (5) calendar days in advance.

8.3 Additional Fees and Penalties

Achachay may charge additional fees, including:

  • Counterfeit or policy-violating listings: retention of the sale proceeds, financial penalties, or account suspension.

  • Promotional violations: if the Seller includes unauthorized promotional materials in shipments (to end buyers), a fee (e.g. 5% of recent sales) may be imposed.

  • Late shipment (beyond agreed dispatch time): a fee equivalent up to one times the commission amount.

  • Order cancellations after dispatch deadline: a cancellation fee (e.g. 12% of order value).

  • Incorrect product data (weight, dimensions, missing parts): a penalty (e.g. 12% of order value).

  • Achachay may invoice such amounts or deduct them from amounts owed to the Seller. The Seller authorizes Achachay to offset fees from disbursements.

9. Preconditions for Using the Marketplace Service

9.1 Product Listing Requirements

Sellers must supply at least the following for each product:

  • Detailed product descriptions in English (and other languages if required)

  • Available quantity and stock

  • Shipping terms and logistics details

  • Product images meeting Achachay guidelines

  • Price in U.S. dollars and validity period

  • User manuals or product instructions

  • Weight, dimensions, packaging specs

  • Brand name, model, identifiers (UPC, EAN, SKU)

  • Warranty terms (not less than manufacturer’s warranty when applicable)

  • Any disclaimers or usage/handling instructions

  • Any additional information required by Achachay’s policies or regulatory authorities

9.2 Labeling of Listings

Each product listing must indicate clearly:
 “Product sold and shipped by [Name of Seller]”

9.3 Inventory & Price Updates

  • Because most products on Achachay Shop are produced upon order, Sellers must ensure that lead times, minimum order quantities, and current pricing are accurate and updated as needed.

  • Sellers are responsible for maintaining accurate production timelines and for notifying Achachay of any changes that may affect fulfillment or dispatch schedules.

  • If pricing or lead time information is outdated or incorrect, Achachay may temporarily deactivate the listing until the Seller provides updated details.

  • Pricing errors remain the responsibility of the Seller; they may not use pricing mistakes or delayed updates as a reason to cancel or refuse an accepted order.

9.4 Content Submission & Review

  • Achachay may assist in uploading content, but Sellers are solely responsible for accuracy.

  • Achachay may review listings for policy compliance before activation; approval is not guaranteed.

  • Achachay is not liable for errors in listings accepted from Sellers.

9.5 Product Activation

  • Achachay reserves the right to refuse publication of any product or to deactivate listings at its sole discretion, especially if consistency, compliance, or quality issues arise.

9.6 SKU Assignment

  • Achachay may assign an internal product code (SKU) to each listing for platform tracking.

9.7 Pricing & Terms

  • The Seller determines the sale price, applicable Incoterms, and offer validity, always subject to compliance with applicable law.

  • Sellers must operate independently; they shall not collude with Achachay or exert anti-competitive practices.

9.8 De-duplication of Listings

  • A product already included under a master SKU may not be re-listed with different identifiers or attributes. Violation may incur penalties.

9.9 Reinstatement Restrictions

  • Products removed due to authenticity, quality, or compliance issues cannot be reactivated until issues are rectified and verified.

9.10 Default Warranty

  • If no warranty is specified by the Seller, Achachay may by default assign a one-year warranty from delivery, during which the Seller must respond to claims.

10. Marketplace Operation & Order Flow

  1. Sellers must offer only new, unused, original products (unless refurbished items are allowed by policy and properly disclosed).
     b. When a Buyer places an order, Achachay will transmit the order details to the Seller via the platform (including SKU, price, customer data, etc.).
     c. Sellers must dispatch the product within mutually agreed or default dispatch time, unless a longer agreed lead time exists.
     d. Once shipped, Sellers must notify Achachay and provide tracking/status updates as required.
     e. Achachay collects payments from Buyers (product + shipping) on behalf of Sellers, deducts commissions and fees, and remits net proceeds to the Seller’s designated account.
     f. Sellers must reconcile remittances within thirty (30) calendar days and may raise objections in writing. If no objections, the amounts are considered accepted.
     g. Participation in promotional campaigns must be agreed in advance. Once a Seller opts in, withdrawal is not allowed. Failure to comply may expose Seller to penalties or forced fulfillment at Seller’s cost.

11. Daily Order Limit (DOL)

Achachay may limit the number of daily orders directed to a Seller if the Seller fails to maintain quality or compliance thresholds (e.g. frequent cancellations, delays, warranty claims, policy violations).

12. Prohibition on Seller Advertising within Shipments

  • Sellers may not include promotional materials (flyers, coupons, branding outside agreed packaging) directed to the end Buyer, unless prior written permission is granted.

  • Violation may result in fines or penalties as prescribed herein.

13. Termination & Suspension

  • Achachay may suspend or terminate a Seller’s access to the Marketplace Service for cause (e.g. breach of these Terms, repeated violations, counterfeit listings).

  • Upon termination, Achachay may withhold funds necessary to cover outstanding liabilities or disputes.

14. Limitation of Liability & Disclaimers

  • Achachay is a platform provider and intermediary. Except where legally required, Achachay is not liable for:
       i. Product defects or defects in performance (these remain Seller’s responsibility)
       ii. Shipping delays, loss, or damage occurring in transit
       iii. Disputes between Sellers and Buyers
       iv. Indirect, incidental, or consequential damages (lost profits, etc.), even if Achachay is advised of such potential

  • Achachay does not guarantee continuous, error-free service, and may suspend access for maintenance or upgrades.

15. Dispute Resolution & Governing Law

  • This Agreement is governed by the laws of the State of Florida, United States.

  • Any disputes arising out of or relating to this Agreement shall be resolved in the courts located in Miami, Florida, unless otherwise agreed in writing.

  • Parties submit to the jurisdiction and venue of those courts.

16. Miscellaneous Provisions

  • Severability: If any part of these Terms is found unenforceable, the remainder remains in effect.

  • Waiver: Failure by Achachay to enforce a right or provision does not constitute a waiver of that right.

  • Assignment: Sellers may not assign or transfer rights or obligations under these Terms without Achachay’s prior written consent.

  • Entire Agreement: These Terms (and any annexes or schedules) constitute the entire agreement between the parties regarding the Marketplace Service.

 

  1. Contact Us

 

If you have any questions about these Terms, please contact Achachay at:

Achachay, Inc.

1065 SW 8th St #1292

Miami, FL 33130