Last Updated: March 11, 2024Please read these TikTok Shop Logistics Terms carefully! These TikTok Shop Logistics Terms (including the Annexes referred to herein, collectively, these “Logistics Terms”) are between You, a merchant of TikTok Shop (“You” or “Merchant”), and Thai Happy Logistics Ltd. (“TikTok” or “we”), for the provision of logistics services by TikTok to You (“Logistics Services”) for the products (“Product(s)”) sold by You to a buyer (“Buyer”) on TikTok Shop. These Logistics Terms, together with Merchant Terms of Service for TikTok Shop and other terms, rules, guidelines and policies applicable to Merchants set out the terms and conditions for Your use of TikTok Shop.

1. Acceptance of these Logistics Terms

1.1. By clicking “Next”, You agree to the terms and conditions of these Logistics Terms. If You do not agree to these Logistics Terms, You must not use the Logistics Services. Please note that You are required to use the Logistics Services provided by TikTok to deliver all Products from You to Buyers to fulfil orders placed by Buyers on TikTok Shop amongst countries where TikTok Shop operates.

2. Changes to these Logistics Terms and Logistics Services

2.1. We may amend these Logistics Terms and Logistics Services. We are constantly innovating, changing and improving the Logistics Services. We may also amend these Logistics Terms from time to time, for instance, when we update the requirements of the Logistics Services, or when there are regulatory changes that impact these Logistics Terms or the Logistics Services. 2.2. You should check the updates from time to time. We will provide reasonable advance notice, such as through a notice on TikTok Shop or an in-app notification in “Seller Center” of any material modifications to these Logistics Terms or our Logistics Services that will materially disadvantage You or materially limit Your access or usage of our Logistics Services. You should look at these Logistics Terms regularly to check for such relevant changes. We will update the “Last Updated” date at the top of these Logistics Terms to reflect the effective date of the most recently updated version of these Logistics Terms. As we do not permit the use of the Logistics Services by persons who do not agree to these Logistics Terms, Your continued access or use of the Logistics Services after the date of the new Logistics Terms constitutes Your acceptance of such new Logistics Terms. If You do not agree to the new Logistics Terms, You must stop accessing or using the Logistics Services. For modifications to these Logistics Terms or to the Logistics Services that are made to meet security, safety, legal or regulatory requirements, we may not be able to notify You in advance but we make available relevant notice to You as soon as practicable.

3. TikTok’s Role

3.1. Nothing hereunder shall be construed as TikTok being a party of the agreement between You and Buyer for the sale and purchase of the Product. TikTok’s provision of the Logistics Services for Merchant shall not be deemed, expressly or by implication, as representation, warranties or endorsement of the quality, legality, compliance of the Product sold by Merchant. Merchant shall be solely responsible for the Product it sells to Buyer.

4. Logistics Services

4.1. Product pick-up. You may arrange for the pick-up of the Products for delivery to Buyer by using the relevant feature made available in “Seller Center”. You may cancel the pick-up prior to the confirmation of the pick-up without costs or expenses. 4.2. We have the option to reject shipment of certain Products. We have the right to reject to pick up or deliver a Product if in our view pick-up or delivery of such Product is unsafe, illegal or non-compliant with the policies of TikTok or its delegates or subcontractors, such as any items specified in the TikTok Shop Prohibited Products Guidelines and TikTok Shop Restricted and Unsupported Products Guidelines or any item that is not properly identified, informed, marked or packed to ensure safe delivery.4.3. We decide the methods of transportation. TikTok may use any methods, routes, means and procedures of transportation, storage, loading or unloading, at any speed at TikTok’s sole discretion for the purpose of performing the Logistics Services without notice to Merchant.4.4. Time is not of essence. Unless otherwise specifically agreed by TikTok, time shall not be of essence under these Logistics Terms. Unless otherwise expressly agreed in writing by TikTok that a Product shall depart or arrive by a particular date or time, TikTok accepts no responsibility for the date and time of the departure or arrival of the Products. Any date or time (if any) provided by TikTok prior to or when you make the Purchase or otherwise (other than the date and time indicated in the final waybill) is solely an estimated date or time for information purpose only.4.5. Logistics Services may be limited to certain areas. Logistics Services may not be available in certain areas in certain jurisdictions. If the delivery address is out of the delivery areas or jurisdictions, the order for the delivery of the Product will be cancelled by TikTok without liability.

5. Hazardous Products

5.1. We will not deliver Hazardous Products. You must follow all laws, regulations or rules applicable to You in connection with the delivery of the Products of the places of shipment, transition and destination or otherwise applicable. You represent that You will not deliver to TikTok or cause TikTok to deal with or handle any material, substance or goods which in TikTok’s view is hazardous or dangerous (“Hazardous Products”).5.2. We have the right to return or dispose Hazardous Products. If such Hazardous Products are in the possession of TikTok or its delegates or subcontractors, TikTok has the option to return such Products to You at Your own costs and expenses, or to destroy, abandon or otherwise dispose such Products at TikTok’s sole discretion without liability to Merchant. You shall provide TikTok with all assistance and information and take all measures or actions requested by TikTok in connection with the disposal of such Products at Your own costs and expenses. Without limiting the generality of the above, You are still responsible for paying the Fee for the order containing Hazardous Products and such Fee is non-refundable.

6. Requirements of Products Shipment

6.1. Products shipped will be subject to certain requirements. Products may be subject to certain requirements and restrictions for shipment (e.g., weight, size), which, if applicable, we may notify you (such as in the “Seller Center” or otherwise) from time to time. Such requirements and restrictions may vary from jurisdiction to jurisdiction, depending on the destination of shipment, transition or destination, manner of transportation, etc. TikTok has the right to reject to provide Logistics Services for Products which fail to satisfy such requirements or restrictions. 6.2. Some Products may need special handling or care. Certain Products may require special handling or care for transportation, such as frozen or fragile goods. You undertake not to tender for transportation any Products which require special handling or care without obtaining prior written consent of TikTok and providing all information required by TikTok (e.g., nature of the Products, temperature range to be maintained). If the above requirements are not satisfied, TikTok shall not be liable for any loss or damages of such Products.Notwithstanding anything to the contrary herein, in the case of fruit products or other products for which the logistic service provider has no policy of responsibility for any loss or damage, you accept and agree that you are solely responsible for any loss or damage to such Products, and TikTok shall not be liable for any loss or damage to such Products.
6.3. No infringing Products are permitted. You represent that You shall not deliver or seek to deliver any Products which infringe on the copyright, trademark, patent or other intellectual property rights or proprietary right of any third party. 6.4. You must have title to the Products. You represent that You have the legitimate ownership or legal possession of the Products delivered under these Logistics Terms.6.5. You must accurately declare the value of the Products. You shall accurately declare the value of the Products shipped by TikTok if value declaration is required. 6.6. Merchant shall provide accurate information and assistance. Merchant shall provide accurate, authentic, complete and sufficient information and documentation to TikTok in connection with the Products, Merchant and/or Buyer, and shall provide TikTok with all assistance and cooperation, and take all measures and actions required by TikTok, in connection with TikTok’s performance of the Logistics Services hereunder.6.7. Packing of Products. Merchant shall be solely responsible for packaging, packing, labelling and preparing the Products securely, properly and sufficiently and in accordance with applicable laws. The packaging of the Products shall be good enough to ensure that the Products will not be damaged in transit. TikTok shall not be liable for any losses or damages of the Products which are improperly or insufficiently packaged, packed, labelled or prepared, no matter how such loss or damage is caused.

7. Inspection of Products

7.1. You shall be liable for the content of the Product. TikTok does not have the obligation to verify the content of the Product handed over by Merchant for delivery, unless otherwise required by applicable law. The delivery documentation consists of only a receipt of the number of packages that were externally visible to carrier, and does not act as a receipt of the number of Products or items that are not readily and reasonably visible to carrier at the time of delivery to carrier.7.2. We have the right but no obligation to inspect the Products. TikTok has the right but no obligation to open or inspect the Products. If it appears from visual inspection or technical inspection that the Product is in whole or in part not proper for delivery or is otherwise in violation of these Logistics Terms, pursuant to these Logistics Terms or as required by applicable laws and regulations, TikTok has the option, at its sole discretion, to abandon the transportation thereof, to return the Products to Merchant at Merchant’s costs and expenses, to continue to deliver the Product as is, or to dispose the Product. TikTok’s right to inspect the Product does not release Merchant from any of its obligations hereunder (including Merchant’s warranty that Merchant shall not ship any Hazardous Products).

8. Delivery and Return of Products

8.1. Product return prior to successful delivery. Prior to the successful delivery of the Product by TikTok, if the Product is returned to Merchant as required by law or determined by TikTok or for any reason which is not attributable to TikTok, such Product shall be returned to Merchant at Merchant’s costs and expenses. If the Products cannot be successfully delivered for a reasonable period of time for reasons not attributable to TikTok (e.g., wrong address, wrong contact information of Buyer), TikTok may return the Products to Merchant at Merchant’s costs and expenses, and if the Products cannot be returned within thirty (30) days from the date that the delivery of the package was on hold due to reason not attributable to TikTok (including but not limited to change of Your warehouse address or Merchant cannot be contacted), Merchant acknowledges and agrees that TikTok have the right to abandon or dispose such Products without any cost or liability to Merchant.8.2. Product return after successful delivery. On or after the delivery of the Product by TikTok, if Merchant and Buyer agree on the return of the Product, the manner and cost for such return shall be handled by Merchant and Buyer on their own. TikTok shall have no responsibility for such return.

9. Fees and Payment

9.1. Fees. As consideration for the Logistics Services under these Logistics Terms, Merchant shall pay the fees and expenses (“Fees”) for the Logistics Services as indicated in the Seller Center. The Fees may be changed by TikTok from time to time. 9.2. Settlement and Invoice. TikTok will issue invoices to Merchant weekly. Invoices containing Fees will be emailed to merchant or made available for download in Seller Center within 3-5 business days upon the prevailing automatic settlement policy, provided that Merchant has provided complete and accurate tax information in Seller Center. TikTok has sole discretion to change its invoicing method at any time.
9.3. Payment. Merchant agrees that all Fees due and payable to TikTok shall be deducted from payments from the Buyers for purchasing the Products, and will be paid in accordance with the Merchant Terms of Service for TikTok Shop. 9.4. Taxes. Merchant shall bear and pay all duties, taxes, fines, imposts, expenses or losses, whether imposed on the Products or other conveyance carrying the Products, incurred or suffered by reason thereof or by reason of any illegal, incorrect or insufficient description, marking, numbering or addressing of Products. Your payment of Fees to TikTok shall be made free and clear of any deduction or withholding of taxes. If any deduction or withholding tax is required by applicable law, You appoint and permit Thai Happy Logistics Ltd. continuously to act for and on behalf of the you as the withholding tax agent and has authority to proceed with withhold tax obligations with respect to the logistics service stipulated in these Logistics Terms, withhold tax at source, issue a withholding tax certificate and submit withhold tax filing to Thailand’s Revenue Department. TikTok will be entitled to deduct or charge you full amount of Fees agreed under these Logistics Terms. You will also provide TikTok any documentation or information reasonably required to report the respective withholding tax to Thailand’s Revenue Department.

10. Indemnification

10.1. You shall indemnify us for Your breach. Merchant shall indemnify, defend and hold harmless TikTok, its affiliates, and their respective employees, officers, managers, agents (“TikTok Indemnitees”) against all claims, damages, costs, expenses, fines, penalties, levies, demands and other liabilities incurred by TikTok Indemnitees arising out of, result from or in connection with (a) Your breach of any provisions of these Logistics Terms, including but not limited to the representation, warranties, covenants, undertakings, agreement or obligations hereunder (including without limitation handover or attempt to ship Hazardous Products, Your failure to accurately declare the value of the Products, Your failure to provide accurate, complete, authentic information or take actions reasonably required by TikTok under these Logistics Terms); (b) Your failure to comply with all applicable laws that apply to you; (c) Your acts or omissions of fraud or fraudulent misrepresentation; (d) any tax demands or other charges or contributions relating to the our provision of the Logistic Services to You or the Fees charged by TikTok to You under these Logistics Terms.

11. Limitation of Liabilities

11.1. TIKTOK’S LIABILITY IS LIMITED. MERCHANT ACKNOWLEDGES THAT TIKTOK RELIES UPON AND WOULD NOT HAVE ENTERED INTO THESE LOGISTICS TERMS WITHOUT THE EXCLUSIONS AND LIMITATION OF LIABILITIES HEREUNDER. UNDER ALL CIRCUMSTANCES, TIKTOK’S MAXIMUM LIABILITY AND COMPENSATION IS LIMITED ACCORDING TO ANNEX 1 - CLAIMS AND COMPENSATION. 11.2. EXEMPTIONS OF LIABILITIES. TIKTOK SHALL IN NO EVENT BE LIABLE AND SHALL BE RELEASED FROM ANY LIABILITIES FOR THE DELAY IN DELIVERY, LOSS OR DAMAGE OF PRODUCTS, IF SUCH DELAY, LOSS OR DAMAGE IS CAUSED BY, ARISING FROM, IN CONNECTION WITH OR RESULT FROM:(a) WRONGFUL ACT OR NEGLIGENCE OF MERCHANT;(b) COMPLIANCE WITH INSTRUCTIONS OF MERCHANT;(c) DEFECTIVE, LACK OF OR INSUFFICIENCY OF THE PACKING OR PACKAGING OF THE PRODUCTS;(d) DEFECTS OF THE PRODUCTS AND LOSS OR DAMAGES ARISING THEREFROM OR IN CONNECTION THEREWITH;(e) INACCURATE, FALSE, INSUFFICIENT, INCOMPLETE, WRONG INFORMATION OF THE PRODUCTS PROVIDED BY MERCHANT;(f) INACCURATE, FALSE, INSUFFICIENT, INCOMPLETE, WRONG INFORMATION OF MERCHANT OR BUYER;(g) FAILURE, SUSPENSION OR INTERRUPTION OF THE SERVICE OF TIKTOK SHOP OR OTHER SYSTEMS SUPPORTING LOGISTICS SERVICES DUE TO MAINTENANCE (PLANNED OR NOT) OR DUE TO FAILURE OF INTERNET, EQUIPMENT, POWER, TELECOMMUNICATION SERVICE OR CLOUD SERVICE;(h) FORCE MAJEURE EVENT (AS DEFINED IN CLAUSE 16.2); OR(i) ANY OTHER EVENT OR REASON NOT ATTRIBUTABLE TO TIKTOK OR THE PERFORMANCE OF THE LOGISTICS SERVICES BY TIKTOK (INCLUDING WITHOUT LIMITATION ANY DELAY, LOSS OR DAMAGE TO THE PRODUCT(S) CAUSED BY MERCHANTS, OR DUE TO EVENTS BEYOND THE REASONABLE CONTROL OF TIKTOK).11.3. TikTok’s Disclaimer. To the maximum extent permitted by applicable law, TikTok hereby disclaims any and all representations, warranties or conditions, express or by implication, of quality, performance, accuracy, merchantability or fitness for a particular purpose, of the Logistics Services or information provided by TikTok hereunder.11.4. No Consequential Damages. Notwithstanding anything to the contrary in these Logistics Terms, no party shall, in any event, be liable to any other party, either in contract, tort or otherwise, for any loss of future revenue, income or profits or any consequential, incidental, indirect, special or punitive damages, including without limitation diminution of value or loss of business reputation or opportunity relating to the breach or alleged breach hereof, even if the party has been advised of the possibility of such damages.11.5. Dispute regarding Logistics Services. For any dispute regarding the Logistics Services which is submitted to TikTok, such dispute will be handled on a case-by-case basis, provided that TikTok’s decision shall prevail if the parties cannot reach agreement. More details please refer to Annex 1 - Claims and Compensation.

12. Termination

12.1. Mutual Termination for Convenience. Each party may terminate these Logistics Terms without cause by giving the other party not less than sixty (60) days’ written notice.12.2. Mutual Termination for Cause. Each party may terminate these Logistics Terms immediately:(a) if the other party is in material breach of its obligations hereunder and that breach is incapable of remedy, or if the breach is capable of remedy, the other party has failed to remedy the breach within thirty (30) days after the other party receiving written notice from the non-breaching party to remedy that breach; or(b) if the other party by voluntary or involuntary action goes into liquidation, dissolves or files a petition for bankruptcy or suspension of payments, is adjudicated bankrupt, has a receiver or trustee appointed for its property or estate, becomes insolvent or makes an assignment for the benefit of creditors.12.3. TikTok’s Right to Terminate for Cause. TikTok may terminate these Logistics Terms immediately by written notice without liability to Merchant, if (a) Merchant violates its representation, warranties or undertakings hereunder; or (b) Merchant repeatedly breaches these Logistics Terms.12.4. Suspension or Termination under Merchant TOS. Merchant expressly acknowledges that (a) the termination of these Logistics Terms for any reason will result in the automatic termination of the Merchant Terms of Service for TikTok Shop between You and TikTok, and the termination of the Merchant Terms of Service for TikTok Shop between You and TikTok for any reason will automatically terminate these Logistics Terms; and (b) any suspension of Your account under the Merchant Terms of Service for TikTok will result in the suspension of the Logistics Services hereunder. 12.5. On-going Orders. Notwithstanding anything to the contrary therein, If (a) there are effective orders between Merchant and Buyer as of the termination date of these Logistics Terms, these Logistics Terms shall be extended until the Logistics Services for all such orders have been performed, (b) there are effective orders between Merchant and Buyer as of the suspension date of the Logistics Services, TikTok shall continue to provide the Logistics Services for such orders, provided that such orders and the provision of Logistics Services for such orders are not in breach of Merchant Terms of Service for TikTok Shop these Logistics Terms, TikTok Shop policies or guidelines, or applicable law.12.6. Effect of Termination. The termination of these Logistics Terms shall not relieve any party of obligations accrued prior to the date of termination.12.7. Survival. This Clause 12.7 and Clauses 3, 10, 11, 12.6, 13 and 16 shall survive the termination of these Logistics Terms.

13. Confidentiality

13.1. Each party undertakes that it shall not at any time disclose to any person any confidential information (including without limitation TikTok’s technical, business, commercial, pricing information), except as permitted by this Clause 13.1. Each party may disclose the other party’s confidential information: (a) to its affiliates, employees, officers, representatives, advisers, delegates, subcontractors or agents (“Personnel”) who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with these Logistics Terms; or (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. Each party shall ensure that its Personnel to whom it discloses the other party’s confidential information comply with this Clause 13.1. Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these Logistics Terms.

14. Sanction

14.1. You agree to comply with all applicable trade, economic, and financial laws and regulations (collectively, “Sanctions”), and agree not to cause us to violate any of the Sanctions. You represents that You are not: (1) operating, organized, or resident in a country or territory that is the target of comprehensive Sanctions (presently, Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine); (2) identified on a Sanctions-related list of designated persons maintained by the People's Republic of China, the United States, European Union, United Kingdom, United Nations or other applicable government authorities, including OFAC's Specially Designated Nationals and Blocked Persons List; or (3) owned or controlled by, or acting for or on behalf of, one or more persons described in Section (1) or (2). You shall procure that Your subsidiaries, directors, officers, employees and affiliates comply with this provision. Should we reasonably determine that You are in violation of this provision, or that we cannot perform Our obligations under these Logistics Terms due to Sanctions-related prohibitions, we may terminate these Logistics Terms effective immediately.

15. Data and Privacy

15.1. TikTok will handle any data that can identify an individual pursuant to the Privacy Policy .

16. Other Terms

16.1. Governing Law and Dispute Resolution. These Logistics Terms, its subject matter and its formation, are governed by the laws of Thailand. The parties agree to resolve any dispute, controversy, difference or claim arising out of or relating to these Logistics Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it by arbitration administered by Thailand Arbitration Center (THAC) in accordance with its arbitration rules for the time being in force, which rules are deemed to be incorporated by reference in this Clause 16.1. The seat of the arbitration shall be Bangkok. The Tribunal shall consist of 3 (three) arbitrators. The language of the arbitration shall be English.16.2. Force Majeure Event. TikTok will not be liable for any delay or failure to perform any of its obligations under these Logistics Terms for reasons, events or other matters beyond its reasonable control (each, a “Force Majeure Event”), including without limitation flood, wildfire, blizzard, mudslide, tornado, tidal wave, hurricane, pandemic, epidemic, war, terrorism, act or omission of authorities, change of law or regulation, or other act of God.16.3. Order of Precedence. In the event of any conflict between the main body of these Logistics Terms and its Annexes, the Annexes shall prevail to the extent of inconsistency.16.4. Language. These Logistics Terms have been prepared in the English language and other languages. In the event of any inconsistency or different interpretation between the English text and the non-English text, the English text shall prevail and the relevant non-English text shall be deemed to be automatically amended to conform with and to make the relevant non-English text consistent with the relevant English text. Each of TikTok and the Merchant acknowledges that it has read these Logistics Terms and understands the content and that these Logistics Terms have been entered into freely and without duress.16.5. Subcontracting. Merchant expressly agrees that TikTok may delegate or subcontract any or all of its rights or obligations under these Logistics Terms hereunder to one or more delegates, or subcontractors, affiliates or third parties without obtaining Merchant’s approval or consent from Merchant and without notice to Merchant, provided that such delegation or subcontracting shall not release TikTok from its obligations hereunder. For the avoidance of doubt, Merchant expressly agrees that all logistic services to be provided to Merchant in connection with these Logistics Terms may be delegated or subcontracted to, and provided by, affiliates of TikTok and that such delegation or subcontracting will not release TikTok from its obligations hereunder.16.6. Assignment. You may not assign your rights or obligations hereunder without prior written consent of TikTok. TikTok has the right to assign, transfer, create a charge over or otherwise dispose its rights or obligations hereunder to a third party without obtaining your consent.16.7. No Waiver. Our failure to insist upon or enforce any provision of these Logistics Terms shall not be construed as a waiver of any provision or right.16.8. Severability. If any court of law, having jurisdiction to decide on this matter, rules that any provision of these Logistics Terms is invalid, then that provision will be removed from these Logistics Terms without affecting the rest of these Logistics Terms, and the remaining provisions of these Logistics Terms will continue to be valid and enforceable.16.9. Entire Agreement. These Logistics Terms constitute the whole legal agreement between You and TikTok and govern Your use of the Logistics Services and completely replace any prior agreements between You and TikTok in relation to the Logistics Services.16.10. Headings. The headings in these Logistics Terms are for convenience of reference only and shall not limit or otherwise affect the meaning or interpretation of these Logistics Terms.16.11. Our contact information. If You have any questions or claims in connection with the Logistics Services or these Logistics Terms, please contact us at e-commerce@tiktok.com. Annex 1 - Claims and Compensation1. In the case that the Buyer claims the Product was lost or damaged during the provision of Logistics Services, TikTok shall conduct a damage assessment process on case by case basis, during which TikTok shall acquire supporting documents or other relevant evidences (the “Supporting Material”) from You and other interested parties (including corresponding Buyer and third party service provider of such lost/damaged Product, if applicable), and shall negotiate with You regarding the calculation and determination of the damage amount caused by such loss or damage to be indemnified by TikTok (the “Damage Amount”). You acknowledge and agree that the Damage Amount determined by TikTok shall be conclusive and final after such negotiation and assessment, provided that no negotiation with you is required if you fail to provide Supporting Materials according to the following paragraph.You must, at the request of TikTok and within 7 calendar days, provide TikTok with Supporting Material. If You fail to provide Supporting Material requested by TikTok within 7 calendar days, You acknowledge and agree that the Damage Amount will be unilaterally calculated and determined by TikTok based on the collected Supporting Materials and TikTok shall indemnify You against the Damage Amount determined according to these TikTok Shop Logistics Terms (including this Annex 1), without any negotiation with You. TikTok’s decision on the Damage Amount shall be conclusive and final, and You may not dispute such decision. 2. Notwithstanding anything to the contrary under these TikTok Shop Logistics Terms (including but not limited to Clause 10 Indemnification and Clause 11 Limitation of Liabilities), under all circumstances, TikTok's maximum liability and compensation to You for each single case of loss or damage of the Product is limited to the total price paid by Buyer for such lost or damaged Product, or the Damage Amount, whichever is lower. 3. For the avoidance of doubt, TikTok shall only compensate You for the loss of or damage to the Product that is caused by the provision of the Logistics Services, and subject to Clause 11 Limitation of Liabilities.